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 Employee’s execution of this for the transactions contemplated herein, and notwithstanding anything to the contrary set forth in the Agreement, and provided that Employee signs within ten (10) Business Days following the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Recapture Effective Date (the “Supplemental ReleaseRecapture Payment Date”) and does not revoke it): a. the Reinsurer shall pay to the Ceding Company or its designee a recapture payment, determined in accordance with Schedule III (the Company will provide Employee “Recapture Payment”), equal to: i. the Ceded Reserves with respect to 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 Recaptured Policies 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 Recapture Effective Date, ; plus ii. the Recapture IMR Amount (defined below) with respect to the Recaptured Policies as defined therein. b COBRA. Provided that Employee timely elects continued coverage under of the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, Recapture Effective Date; and b. the Ceding Company shall pay to health insurance provider the full monthly COBRA premiums necessary Reinsurer a recapture commission in an amount determined in accordance with Schedule III (the “Recapture Commission”). The Reinsurer’s obligation to continue Employee’s pay the Recapture Payment to the Ceding Company shall be satisfied by the Reinsurer transferring, or causing to be transferred, to the Ceding Company or its designee certain of the assets set forth on, and Employee’s covered dependents’ health insurance coverage as specified in, Schedule II (the “Recapture Assets”); provided that the Parties agree to work together in good faith to review such assets during the period prior to the Recapture Effective Date to reasonably determine if one or more of the assets set forth on Schedule II is or would more likely than not be required to be impaired or, in effect for Employee (and her covered dependents) the case of assets with existing impairments as of March 31, 2023, take further impairments as of June 30, 2023 under Delaware SAP (the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until “Impaired Assets”) and to reasonably agree to the earliest of: treatment of such Impaired Assets for purposes of this Amendment, including (i) twelve replacing any such Impaired Assets with new non-impaired assets with substantially similar (12w) months after aggregate Statutory Carrying Value as of March 31, 2023, (x) ratio of aggregate Statutory Carrying Value to Fair Market Value as of March 31, 2023, (y) asset class allocation as of March 31, 2023 and (z) NAIC ratings distribution as of March 31, 2023, each as determined by the Separation Date; Parties, (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment releasing or self-employment; transferring additional assets or (iii) otherwise reflecting such impairment in the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination Recapture Payment Adjustment (such period from the Separation Date through the earlier of defined below) and/or Recapture Commission Adjustment (i)-(iii), the “COBRA Payment Period”defined below). Notwithstanding The Ceding Company’s obligation to pay the foregoing, if at any time Recapture Commission to the Reinsurer shall be satisfied by the Ceding Company determines that its payment transferring to the Reinsurer (by wire transfer of COBRA premiums on Employee’s behalf would result in a violation immediately available funds) an amount 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 monthRecapture Commission. The Ceding Company and the Reinsurer acknowledge and agree that the Recapture Payment and the Recapture Commission payable on the Recapture Payment Date shall be determined on an estimated basis using in-force reserve and asset information as of March 31, less applicable federal, state 2023 and local payroll taxes and other withholdings required by law, for shall be subject to adjustment in accordance with the remainder of the COBRA Payment Periodprovisions set forth in Schedule IV.

Consideration. a. In consideration of Employeeand exchange for Executive’s execution agreement to the terms of and entry into this Agreement, and provided that Employee signs including without limit the Supplemental Release of Claims Forbearance Agreement attached hereto as Exhibit B on or within five Attachment A, which Executive acknowledges is an integral part of, and material inducement for, this Agreement, the Company hereby agrees to provide Executive with the following severance payments and benefits (5individually and collectively the “Severance Payments”): (i) days continued base salary payments at her current base salary rate of $350,000 for nine months following the Separation Termination Date (the “Supplemental ReleaseSeverance Period”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the aggregate gross amount of over the Severance Period equal to $512,500.00, subject 262,500 (to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after bi-weekly installments with the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following EmployeeCompany’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Datenormal payroll); (ii) two bonus payments in the date when Employee becomes eligible respective aggregate gross amounts equal to (I) $34,650 to be paid within five business days of the termination of Executive’s employment in accordance with this Agreement (which amount is intended to represent the discretionary non-annual component of Executive’s bonus opportunity for substantially equivalent health insurance coverage in connection the fiscal year 2012 under her 2012 Executive Incentive Plan through the end of the Company’s 2012 third quarter of operations), and (II) a pro-rated quantitatively calculated annual bonus amount equal to 75% of the full amount of such quantitative annual bonus amount under Executive’s 2012 Executive Incentive Plan, such full annual amount to be calculated under such plan at a time and on a basis consistent, as applicable, with new employment or self-employmentother similarly situated executives and determinations of the Company’s Compensation Committee following completion of the 2012 fiscal year and which shall be paid to Executive within five business days of the end of the Severance Period; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage reimbursement for any reasoncobra payments actually made by Executive over the nine month period described in 2a(i) after any cobra election by Executive related to Executive’s healthcare benefits in place immediately prior to the termination of Executive’s employment; and (iv) a six month extension of the exercisability of any outstanding options vested as of the Termination Date, including plan termination (granted to Executive under the Company Incentive Stock option plans and which would otherwise terminate 90 days following the Termination, provided however, no such period from extension shall apply to extend the Separation Date through maximum ten year life of any such option. All Severance Payments shall be subject to withholding by the earlier Company in any amounts the Company deems appropriate or desirable in its sole discretion, shall be payable subject to the obligations, terms and conditions provided in the Forbearance Agreement and shall be subject to offset against amounts owed by Executive to the Company. b. In further consideration of (i)-(iii)and as a material inducement for the Company to enter into this Agreement, the “COBRA Payment Period”). Notwithstanding parties hereby agree to enter into the foregoingForbearance Agreement. c. Executive acknowledges and agrees that the attached Forbearance Agreement provides a reasonable and good faith effort to protect confidential, if at any time proprietary or trade secret information of the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant and to this Section, protect the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state from unfair competition and local payroll taxes that it is reasonable in its scope and other withholdings required by law, for the remainder of the COBRA Payment Periodterms.

Consideration. In consideration of Employee’s execution of for signing this Agreement, Agreement and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) 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, the equivalent of to Employee twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of One Hundred Forty-Four Thousand Five Hundred Fifty-One Dollars ($512,500.00144,551.00), subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) less lawful deductions, within fifteen days after the Supplemental Release Effective Datepassage of the revocation period described in paragraph “4” or on April 16, as defined therein. b COBRA. Provided that 2005, whichever comes later; and b. if Employee timely elects continued to continue medical and/or dental coverage under Employer’s group medical and dental insurance plans in accordance with the Consolidated Omnibus Budget Reconciliation Action continuation requirements of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company Employer shall reimburse Employee for the cost of said coverage for a period of eighteen (18) months beginning on May 1, 2005 and ending on October 31, 2006. Employee acknowledges that Employer cannot make COBRA payments directly to the group medical and dental insurance carriers and that Employer will pay the COBRA amount 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 October 31, 2006. Employer shall “gross up” the earliest of: monthly payments to Employee, so that the amount received by Employee, net of taxes and other withholdings, will equal 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 eighteen (i18) 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 payments shall cease; and c. to pay Employee’s SERP life insurance premium for any reason, including plan termination the one-year policy period February 2005 through January 2006 when said premium payment is due; and d. to pay Employee the amount of Twenty Seven Thousand Seven Hundred Forty-Two Dollars (such period from the Separation Date through the earlier of (i)-(iii$27,742.00), such sum being the end of lease buyout value of the vehicle leased by Employer for Employee plus the seven remaining payments under the lease, which sum shall be “COBRA Payment Period”)grossed up” by Employer so that Employee shall receive $27,742.00 net of taxes and other withholdings. Notwithstanding (It being agreed that Employee will surrender the foregoing, if at any time vehicle and 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 keys and manuals thereto on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal his employment) ; and e. to the COBRA premium pay Employee for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodall unused vacation days in calendar year 2005.

Consideration. In consideration of Employee’s 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 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 the Employee’s execution and non-revocation of this Agreement and the covenants and promises contained herein, the Company shall provide to Employee, or in the event of his death, to Employee’s estate or legal representative, the following consideration (the “Consideration”), to which Employee acknowledges he is not otherwise entitled: (a) the Company and Employee agree that Employee’s resignation and termination of employment is a “termination without Cause” under the Employment Agreement, thereby entitling Employee to the following: (i) for the duration of the Severance Period, bi-weekly payments of $17,692.31, which payments shall be made in accordance with the Company’s customary payroll practices; (ii) a pro-rated amount of any annual bonus to which Employee would be entitled for 2004 as previously established by the Compensation Committee subject to the Company achieving certain financial targets previously established by the Compensation Committee for 2004, which shall be paid at the earlier of (1) the date it would have been due if Employee was not terminated, or (2) upon completion of the Severance Period; (iii) reimbursement for any COBRA payments actually incurred by Employee during the Severance Period, payable in accordance with the regular expense reimbursement procedures for executives of the Company. Employee shall report COBRA payments actually incurred by Employee by delivering to the Company an expense reimbursement report in the form attached as Exhibit B hereto, accompanied by evidence of payment thereof; (iv) for such time period during the Severance Period after which Employee may not participate in COBRA coverage, reimbursement for any payments actually incurred by Employee for health and dental insurance, not to exceed the maximum monthly COBRA reimbursement provided that in clause (iii) immediately above. Such reimbursement shall be paid monthly upon delivery by Employee signs to the Supplemental Release Company of Claims an expense reimbursement report in the form attached hereto as Exhibit B on or within five “B”, accompanied by evidence of payment thereof; (5v) days the Company’s continuing obligations under the Option Agreements (as defined herein) set forth in paragraph 3 of this Agreement; and (vi) reimbursement for the Separation Date cost of Employee’s full medical examination at the C▇▇▇▇▇ Clinic in Dallas, Texas, provided that such medical examination was completed before the Termination Date. (the “Supplemental Release”b) and does not revoke it, the Company will shall provide Employee with the following severance benefits: a Severance Paymentgeneral release and covenant not to s▇▇ contained in paragraph 5 of this Agreement. The Company will pay EmployeeConsideration, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date both in the gross amount aggregate and individually, shall be in full satisfaction of $512,500.00all unpaid or outstanding obligations due Employee as a consequence of his employment with the Company, 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 including under the Consolidated Omnibus Budget Reconciliation Action of 1985Employment Agreement, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, through 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 Termination Date. The COBRA coverage benefit will amount of Consideration to be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when 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 Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company paragraph 2 shall pay Employee on the last day be net of each remaining month any applicable withholding taxes as provided in paragraph 4 of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodthis Agreement.

Consideration. In consideration of 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 (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 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 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 the one-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”), 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 Company shall pay you during the one-year period in which the covenants set forth in Section 3 are in effect, an amount equal 1.5 times 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 one-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 one-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 the annual bonus period ending during the one-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 one-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. 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. 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 The Company agrees to provide Employee the severance pursuant to Section 8 of the Employment Agreement. For the avoidance of doubt, such severance includes the payment to Employee of a lump sum equivalent to 6 months of Employee’s execution base salary, for a total of One Hundred Seventy Nine Dollars ($179,000), less applicable withholdings. This payment will be made to Employee within ten (10) business days after the Effective Date of this Agreement, but in all cases will be paid no later than March 15 of the year following the Termination Date (assuming this Agreement becomes effective by such date). Company further agrees to reimburse Employee for COBRA coverage for Employee and his or her covered dependents from the Effective Date of this Agreement through September 22, 2013 or until Employee and his or her covered dependents are covered by similar plans of Employee’s new employer, whichever occurs first, provided that Employee signs timely elects COBRA coverage. In addition if Employee has elected coverage for Employee or Employee and Employee’s covered dependents under the Supplemental Release Company’s high deductible health plan as of Claims attached hereto as Exhibit B on or immediately prior to employee’s termination of employment, Employee shall be paid an amount equal to fifty percent (50%) of the full amount of healthcare savings account contributions the Company intended to make in the year in which Employee terminated employment, without regard to any amount the Company has already made to Employee’s healthcare savings account for such year, such payment to be made in a cash lump sum, less applicable withholding. COBRA reimbursements shall be made monthly by the Company to Employee consistent with the Company’s normal expense reimbursement policy. Pursuant to this Agreement, Employee is obligated to notify the Company within five (5) business days of the Separation Date (the “Supplemental Release”) date Employee and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months his or her covered dependents are covered by similar plans of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodemployer.

Consideration. 4.1 Minimum Work Program Commitment and Maximum Carry Amount As Consideration for the transfer of the Participating Interest hereunder, Farmee agrees to perform or cause to be performed the following obligations: A. Farmee agrees to pay Farmor the amount of US$8,000,000.00 in cash, representing payment for a portion of Farmor’s exploration costs incurred prior to the date hereof, no later than ten (10) days following satisfaction or waiver of the Farm-In Conditions (the “Initial Payment”). The Parties agree and acknowledge that Farmor’s total exploration costs to date are approximately US$11,000,000.00, so that an estimated US$3,000,000.00 in exploration costs will remain outstanding and be recoverable by Farmor in accordance with the Contract. Such remaining sunk costs of Farmor shall be reimbursed on a pro-rata basis after approval of any Overall Development Program and reimbursement of any higher priority costs and expenses as required in accordance with the Contract. B. As partial consideration of Employee’s execution of for the Assignment to be made under this Agreement, and provided that Employee signs the Supplemental Release Farmor’s retained Participating Interest shall be a carried interest for which Farmee shall be wholly responsible to fund all costs until Farmee has spent an aggregate of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date US $30,000,000.00 (the “Supplemental ReleaseMaximum Carry Amount”) and does not revoke iton Exploration Operations or until the commencement of Development Operations, whichever occurs earlier; provided, however, Farmee shall continue to carry Farmor’s retained Participating Interest with respect to any areas inside the 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 Contract Area which are outside of the Separation Date areas covered by one or more approved Overall Development Programs up to the Maximum Carry Amount in aggregate. Farmor hereby agrees and acknowledges that any decision to spend amounts exceeding the gross amount of $512,500.00Minimum Work Commitment amounts and up to the Maximum Carry Amount shall be in Farmee’s sole discretion, subject to standard payroll deductions and withholdingsany AFE procedures that may be agreed upon in the JOA. This amount will For the avoidance of doubt, Farmee’s expenditure of any amounts up to the Maximum Carry Amount shall not dilute Farmor’s Participating Interest in the Contract. C. Farmee agrees that it shall expend a minimum of US $6,000,000.00 in qualified Exploration Operations for the 2009 calendar year (the “2009 Minimum Work Commitment”), which expenditures shall be paid credited against the Maximum Carry Amount. Farmee agrees to spend in a single lump sum no later thirty (30) days after excess of the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage 2009 Minimum Work Commitment if necessary to obtain an extension of the Exploration Period under the Consolidated Omnibus Budget Reconciliation Action Contract in satisfaction 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 one 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 selfFarm-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”)In Conditions. Notwithstanding the foregoing, in no event shall Farmee’s obligation to pay the 2009 Minimum Work Commitment exceed US $8,000,000.00, unless Farmee otherwise agrees in writing. The Parties shall use their commercially reasonable efforts to submit a Work Program for 2009 that includes the matters set forth on Exhibit G attached hereto, it being understood that the final 2009 Work Program is subject to CUCBM approval. D. If the Parties mutually agree to proceed with a request to extend Exploration Operations for the 2010 calendar year or they submit an Overall Development Program application for a portion for the Contract Area, then, subject to Government approval of the 2010 Work Program, Farmee agrees that it shall expend a minimum of US $12,000,000.00 in qualified Exploration Operations for the 2010 calendar year (the “2010 Minimum Work Commitment”), which expenditures shall be credited against the Maximum Carry Amount; provided, however, if at any time Farmor is required to submit a budget exceeding the Company determines that its payment of COBRA premiums on Employee’s behalf would result 2009 Minimum Work Commitment amount in a violation of applicable laworder to satisfy the Farm-In Condition in Article 3.1.E, then the 2010 Minimum Work Commitment shall be reduced on a dollar for dollar basis for every amount over US $6,000,000.00 stated in lieu the budget and expended in 2009 by Farmee. In addition to the foregoing, Farmor in its discretion may agree to a reduction of paying COBRA premiums the 2010 Minimum Work Commitment as it deems reasonably appropriate. E. Subject to Farmor’s Opt Out Options, upon Farmee’s total aggregate expenditure of the Maximum Carry Amount, the Parties shall bear further expenditures equally in proportion to their Participating Interest share. F. Notwithstanding the foregoing, Farmee’s obligation to carry Farmor’s Participating Interest share of costs to complete the Work Program for the 2010 calendar year is conditioned upon the satisfaction of all of the following: (i) Completion of the Work Program for 2009 to Farmee’s reasonable satisfaction; (ii) The Parties’ joint development of the Work Program for the 2010 calendar year and submission to the Joint Management Committee for approval, in accordance with the Contract; and (iii) The Parties’ joint submission to the Government of a request for extension of the Exploration Period, for an additional period of at least one (1) year from expiration of the original Exploration Period, and the approval thereof. G. Notwithstanding Farmee’s obligation to carry Farmor up to the Maximum Carry Amount, Farmor agrees to pay the costs associated with the contract to drill FCC-QN 02H well in effect as of the date this Agreement is executed. Such costs shall be recoverable by Farmor pursuant to this Section, the Company shall pay Employee on the last day of each remaining month terms of the COBRA Payment PeriodContract, a fully taxable cash payment equal in addition to the COBRA premium for such month, less applicable federal, state and local payroll taxes and its other withholdings required sunk costs which are not reimbursed by law, for the remainder of the COBRA Payment PeriodFarmee in accordance herewith.

Consideration. (a) The Company agrees to continue to pay Employee his base salary in effect on the date prior to the Resignation Date (at the rate of $197,000 per year) through July 31, 1999 ("Salary Continuation"). In consideration addition, within 14 days of Employee’s execution the Effective Date of this Agreement, the Company will pay to Employee the additional gross amount of $25,000 (minus lawful deductions) representing any and provided all accrued but unused vacation pay due to Employee. Salary Continuation will be paid on the Company's regular pay days, minus all lawful deductions, in accordance with the Company's standard practices for payment of salary. The Company agrees that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B at Employee's written request received on or after March 20, 1999, The Company will pay to Employee the remainder of the Salary Continuation due in a lump sum payment, minus all lawful deductions, to be made within five (5) 15 days of the Separation date of receipt of such written request. In the event of Employee's death, any payments due under this Section 2(a) shall be paid to Employee's estate. (b) The Company agrees to pay the premiums for Employee's COBRA health insurance coverage beginning on the Effective Date (the “Supplemental Release”) and does not revoke itof this Agreement. In addition, the Company will provide Employee with continue to pay the following severance benefits: a Severance Paymentpremiums for Employee's group life and dental insurance on the same terms as such are provided to the Company's senior executives. The Company's payment of such premiums described in this Section 2(b) will continue until the earlier of: (i) July 31, 1999, or (ii) the date on which Employee's right to continuation coverage terminates under COBRA. (c) Through July 31, 1999, the Company will pay to Employee, as severancein addition to the Salary Continuation, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00617.00 per month which is equal to the amount of the current monthly lease payments and reasonable automobile insurance payments on the 1998 Lincoln Navigator, subject originally leased by the Company which lease has been assigned to standard payroll deductions Employee, and withholdingsan additional amount, calculated by the Company in its reasonable discretion, substantially equal to the increased income tax payable by Employee due to such payments for the car lease. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective DateAlso, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985through July 31, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation1999, the Company will reimburse Employee for any reasonable automobile maintenance expenses not covered by warranty and for a monthly fee in the amount of $400 for the cellular phone currently provided to him by the Company. Employee will provide monthly expense requests to the Company with appropriate supporting documentation for such reimbursable expenses. (d) For a period of up to six months following the Resignation Date, the Company agrees to furnish Employee with outplacement assistance, including use of an office, phone, fax, copier and secretarial assistance, through a mutually acceptable outplacement firm, the total cost to the Company not to exceed $2,000 per month; the invoices for which shall be submitted directly to the Company by such outplacement firm. (e) Except as provided in this Agreement, Employee is not entitled to any pay to health insurance provider or benefits from 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 Company after the Separation Resignation Date. The COBRA coverage benefit parties acknowledge that this Agreement provides to Employee payments and benefits to which Employee is not otherwise entitled. (f) The Company agrees to pay the premium on the term life insurance policy currently provided to Employee through May 22, 1999 and will 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 pay on Employee’s '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 or reimburse 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 Periodpro-rata premium to continue such policy through July 31, 1999. The premium on such policy is $1,245.00 per year. The Company will not object to Employee continuing to carry such policy after July 31, 1999.

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

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

Consideration. In a. Whether or not Executive executes this Agreement or the Waiver (as defined below), within ten (10) days following the Separation Date, Executive will receive Executive’s final paycheck, which will include all earned but unpaid base salary and accrued but unused vacation through the Separation Date, and will remain eligible to receive any other amounts that constitute the “Compensation Accrued at Termination” under the terms of the Employment Agreement. As of the Separation Date, Executive shall not be eligible to participate in, or be covered by, any employee benefit plan or program offered by or through the Company and shall not receive any benefits or payments from the Company, except as otherwise provided in this Agreement, under the terms of applicable Company-sponsored benefit plans, or by applicable law. b. If Executive executes this Agreement, executes and does not revoke the Waiver in accordance with Section 4 of this Agreement, and fully abides by each of their terms, in consideration for the terms of Employeethis Agreement and the Waiver, the Company will (together, the “Separation Benefits”): i. pay Executive a single lump sum cash payment equal to $1,740,307.00 (subject to applicable withholdings), which amount represents two times the sum of (A) Executive’s base salary in effect on the Separation Date and (B) Executive’s average “Annual Cash Incentive” (as defined in the Employment Agreement) actually paid to Executive with respect to the prior three fiscal years and which amount shall be paid within 60 days of the Separation Date; ii. pay Executive a single lump sum cash payment equal to $150,000.00 (subject to applicable withholdings), which amount represents a payment in lieu of Executive’s Partial Year Bonus (as defined in the Employment Agreement) and which amount shall be paid within 60 days of the Separation Date; iii. if Executive is eligible for and elects COBRA coverage, pay for or reimburse Executive’s COBRA premiums to provide Executive and/or Executive’s family with continued medical, prescription, and dental benefits at least equal to those which would have been provided to them in accordance with the Company’s welfare benefit plans, practices, policies, and programs (to the extent applicable generally to other peer employees of the Company) for 18 months following the Separation Date; provided, however, that if Executive becomes reemployed with another employer and is eligible to receive medical, prescription, and dental benefits under another employer-provided plan, the benefits described herein shall be secondary to those provided under such other employer-provided plan; iv. subject to Section 3(b)(vi), all Time Vested Awards (as defined in the Employment Agreement and as set forth on Exhibit A attached hereto) shall become fully vested and non-forfeitable to the extent not already so vested; v. subject to Section 3(b)(vi), all Performance-Based Awards (as defined in the Employment Agreement) shall become vested on a Pro-Rata Basis (as defined in the Employment Agreement), but only if at the end of the performance period, the applicable performance objectives are achieved (for this purpose, only the performance periods that have already commenced as of the Separation Date shall be taken into account to determine whether the performance objectives ultimately are achieved, and any performance period that has not commenced as of the Separation Date shall be disregarded); (A) with respect to Executive’s AO LTIP Units (as defined in Executive’s applicable Appreciation Only LTIP Unit Agreement, by and between Kite Realty Group Trust, Kite Realty Group, L.P., and Executive), if the performance-based vesting eligibility requirement has already been met as of the Separation Date or is met within the 90 days following the Separation Date, then a pro-rated number of AO LTIP Units shall vest and become exercisable based on a fraction, the numerator of which is the number of days from the grant date of such AO LTIP Units to the Separation Date and the denominator of which is the total number of days from the grant date of such AO LTIP Units to the third anniversary of the Grant Date, and (B) Executive’s vested AO LTIP Units (including the AO LTIP Units vesting and becoming exercisable pursuant to the immediately preceding clause) shall remain exercisable until the close of business at Company headquarters on the 90th day following the Separation Date (and if not exercised, shall be forfeited); and vii. waive, as of the Separation Date, all no-sell restrictions applicable to shares of the Company’s common stock (including common stock issued upon conversion of LTIP units) then-held by Executive. c. Executive acknowledges and agrees that (i) no amounts are payable under the Employment Agreement in connection with Executive’s termination of employment, and the Separation Benefits are in excess of any amounts otherwise due to Executive from the Company and (ii) other than as expressly set forth in this Agreement, Executive is not entitled to and will not seek any further consideration for his employment or service or termination of employment or service with the Company, including but not limited to, any other wages or base compensation, bonus compensation of any kind, notice payment, equity or equity-based compensation, severance, vacation pay, sick pay, expense reimbursements (other than those approved pursuant to standard Company policy), or other benefits (except for fully vested and non-forfeitable rights under Company-sponsored benefit plans, which are not affected by this Agreement, but which are subject to the terms and conditions of such benefit plans). Executive acknowledges that absent Executive’s execution of this Agreement, execution and provided that Employee signs non-revocation of the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days Waiver, and compliance with their terms, Executive will not be entitled to receive any of the Separation Date (Benefits. d. All payments to be made to Executive under this Agreement, or otherwise by the “Supplemental Release”) and does not revoke itCompany, 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, shall be 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 withholding 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 satisfy required withholding taxes and other withholdings required by law, for the remainder of the COBRA Payment Perioddeductions.

Consideration. In consideration of Employee’s execution of (a) If ▇▇▇▇▇ fully complies with the terms and conditions set forth in this AgreementAgreement (including performing the Transition Support Duties in accordance with Paragraph 2(b)(iv) above), during the Transition Period, the Company agrees to pay ▇▇▇▇▇ his regular base salary, less applicable taxes, withholdings, and provided deductions, payable in accordance with the Company’s current payroll practices, and ▇▇▇▇▇ shall be entitled to continue to participate in any employee benefit plan that Employee signs the Supplemental Release Company has adopted or may adopt, maintain or contribute to for the benefit of Claims attached hereto its employees generally, subject to satisfying the applicable eligibility requirements, until the Separation Date. (b) Pursuant to the terms of the Postal Realty Trust, Inc. 2019 Equity Incentive Plan (the “Equity Plan”), including, but not limited to, the Alignment of Interest Program under the Equity Plan (the “AOI”), and the award agreements issued thereunder (the “Award Agreements”) (collectively, the Equity Plan, AOI, and Award Agreements are referred to herein as Exhibit B on or within five (5) days the “Equity Plan Governing Documents”), ▇▇▇▇▇ has been granted certain equity awards which remain outstanding, unconverted and unvested as of the Separation Date (the “Unvested Awards”). If ▇▇▇▇▇ fully complies with the terms and conditions set forth in this Agreement (including performing the Transition Support Duties in accordance with Paragraph 2(b)(iv) above), executes and delivers a copy of the Supplemental Release”Release attached hereto as Exhibit A to the Company on (and not before) the Completion Date and does not revoke itsuch Supplemental Release, the Company will provide Employee with agrees to pay ▇▇▇▇▇ a ▇▇▇▇▇ amount equal to $500,000 (the following severance benefits: a Severance Payment“Consideration”), less applicable taxes, withholdings, and deductions. 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 Parties agree 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 the Consideration in part by accelerating the vesting of 28,000 Unvested Awards (as determined in the Company’s sole discretion, the “Selected Awards”), with the remainder paid in cash. With respect to health insurance provider the full monthly COBRA premiums necessary accelerated vesting of the Selected Awards, (i) such vesting acceleration shall occur as of the Revocation Deadline (as defined in the Supplemental Release), (ii) the value attributable to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is the vesting of such Selected Awards with respect to the payment of the Consideration shall be determined based on the Fair Market Value of such Selected Awards (determined in effect for Employee (and her covered dependentsaccordance with the Equity Plan Governing Documents) as of the Separation Date, and (iii) ▇▇▇▇▇ acknowledges and agrees (A) not to sell, transfer or otherwise dispose of the shares and/or vested awards resulting from the vesting acceleration of the Selected Awards during the three (3)-month period following the Completion Date (the “No-Sell Period”) and (B) not to sell, transfer or otherwise dispose of more than one-third of such shares and/or vested awards during each of the next three (3) months following the No-Sell Period. The COBRA coverage benefit will With respect to the portion of the Consideration paid in cash, such payment shall be paid on made in a monthly basis until lump sum as soon as administratively practicable, but in no event later than thirty (30) days, following the Completion Date. If ▇▇▇▇▇ does not comply with the terms and conditions set forth in this Agreement or if ▇▇▇▇▇ does not timely execute or revokes the Supplemental Release, ▇▇▇▇▇ shall automatically and immediately forfeit any entitlement to the Consideration, effective as of the earliest of: date of such non-compliance, failure to timely execute, or revocation. (c) Notwithstanding anything to the contrary in the Equity Plan Governing Documents, (i) twelve (12) months after ▇▇▇▇▇’▇ Unvested Awards, other than the Separation Date; Selected Awards, shall automatically and immediately be cancelled and forfeited, and shall lapse, for no consideration, effective as of July 1, 2025, (ii) the date when Employee becomes Selected Awards shall remain outstanding and eligible for substantially equivalent health insurance coverage to vest following the Separation Date in connection accordance with new employment or self-employment; or Paragraph 3(b), and (iii) to the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from extent the Separation Date through the earlier of (i)-(iii)Consideration is not earned, the “COBRA Payment Period”). Notwithstanding the foregoingSelected Awards shall automatically and immediately be cancelled and forfeited, 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 and 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 lawlapse, for no consideration, effective as the remainder of Completion Date (or such earlier date as determined by the COBRA Payment PeriodCompany, in its sole discretion).

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

Consideration. In consideration If you (a) sign and do not revoke this Agreement (b) comply with the obligations set forth in this Agreement and (c) continue to comply with the restrictive covenants in Paragraph 7 below, then the Company will provide you with the following severance payments and benefits (collectively, the “Consideration”): (i) You will receive continuation of Employeeyour Base Salary in accordance with the Company’s execution regular payroll practices, less all relevant taxes and other withholdings, for a period of this Agreement, and provided that Employee signs eighteen (18) months starting on the Supplemental Release of Claims attached hereto as Exhibit B on or within five first payroll date following the Termination Date. (5ii) days of For the Separation eighteen (18) months following the Termination Date (the “Supplemental ReleaseCoverage Period”) ), if you timely and does not revoke it, properly elect to receive continued health coverage under 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 EmployeeCompany’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 health plan under the Consolidated Omnibus Budget Reconciliation Action Act (“COBRA”), you will receive continued health (including hospitalization, medical, dental, vision, etc.) insurance coverage (“COBRA Coverage”) that is substantially similar in all material respects to the coverage provided to other Company employees as of 1985the Termination Date, provided that you pay to the Company, on a monthly basis, an amount equal to the amount active Company employees pay for such coverage. You agree to promptly notify the Company of your coverage under an alternative health plan upon becoming covered by such alternative plan, at which time your COBRA Coverage may be reduced or eliminated, as applicable, to the extent that continued receipt of COBRA Coverage would result in duplicative benefits. The COBRA continuation coverage period under Section 4980B of the Internal Revenue Code of 1986, as amended (the “COBRACode”) shall run concurrently with the Coverage Period. (iii) You will receive reimbursement for Employee reasonable fees and her covered dependents following Employee’s separation, costs you incur for outplacement services during 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 following the Separation Termination Date; , up to a maximum of $25,000, provided that you submit any requests for reimbursement to the Company within thirty (ii30) days of the date when Employee becomes eligible the expense is incurred. (iv) 301,542 unvested shares of restricted stock you hold pursuant to the Company’s 2016 Omnibus Incentive Compensation Plan will vest as of the Termination Date. All other restricted stock awards, including all performance stock unit awards you hold in the Company that are unvested as of the Termination Date will be terminated and cancelled as of the Termination Date. You agree and acknowledge that the payments described in Section 2 are the final compensation to which you are entitled and you are not owed any other money or compensation for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to services performed. You will not 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 Consideration described in this Paragraph 3 unless the Company determines has received an executed copy of this Agreement, which has not been revoked. You further agree that its payment of COBRA premiums on Employee’s behalf would result the amounts described in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to Section 3 are the full consideration for 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 Agreement and are equal to or exceed the COBRA premium for such monthseverance benefits described in the Severance Agreement and are equal to or exceed any benefits, less applicable federalcompensation, state and local payroll taxes and or other withholdings required by law, for the remainder financial consideration to which Employee would be entitled absent his signing of the COBRA Payment Periodthis Agreement.

Consideration. In consideration exchange for the promises made herein, the Parties agree that: a. As the Executive’s Final Compensation and Final Bonus pursuant to the Employment Agreement, the following described in clauses 1(a)(i) through 1(a)(v) shall be paid or provided by the COMPANY to the EXECUTIVE: (i) On the effective date of Employeethis Agreement, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”), the COMPANY shall pay EXECUTIVE the amount of Base Salary as of such date that has been earned through the Separation Date but has not been paid; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay, subject to and contingent upon approval by the Board of Directors, the full amount of the EXECUTIVE’s execution Management Bonus for calendar year 2014 on the Company’s regularly scheduled payout date. (iv) The COMPANY shall pay the full amount of the Retention Bonus for calendar year 2014 payable on December 12, 2014. (v) The COMPANY shall reimburse EXECUTIVE, no later than December 31, 2014, for the EXECUTIVE’s business expenses which have been incurred but not reimbursed by the Separation Date, subject to substantiation prior to such date by the EXECUTIVE in accordance with the COMPANY’s expense reimbursement policies. b. The COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling thirty-six (36) months of Base Salary provided EXECUTIVE complies with Sections 7 (as amended herein), 8, 9 and 10 of the Employment Agreement. Payments are to begin on the COMPANY’s next regular payroll period which is at least five (5) business days following the Effective Date of this Agreement, and shall be made and continue bi-weekly pursuant to the COMPANY’S standard payroll practices. However, if the 60 day period within which to consider signing this Agreement begins in calendar year 2014 and ends in calendar year 2015, the first severance payment shall not be made until after January 1, 2015 regardless of when this Agreement is signed by EXECUTIVE. c. No later than forty-five days after the Separation Date, the COMPANY shall obtain title to the cars used by EXECUTIVE (VIN # ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ and VIN # ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇) and shall irrevocably transfer title to such cars to EXECUTIVE and shall pay all fees, taxes, payments or other amounts necessary to effectuate such transfer of title. EXECUTIVE agrees and acknowledges that after transfer of the title to the automobile to him, the COMPANY shall no longer be responsible for providing insurance or maintenance for the automobile in any manner and EXECUTIVE shall be responsible for all costs associated with the vehicle from that date forward. EXECUTIVE agrees and acknowledges that the COMPANY’s Executive Vehicle Program shall no longer apply. d. Upon the Separation Date, EXECUTIVE shall have the right, but not the obligation, to request that the COMPANY pay a Real Estate Keep Whole Amount related to his primary residence in Boerne, Texas as described in Section 4.8 of the Employment Agreement provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or such request be made in writing and accompanied with a fair market appraisal within five thirty (530) days of the Separation Date (Date. e. EXECUTIVE may have the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as right to continue certain benefits pursuant to Section 4980B of the Separation Date in the gross amount Internal Revenue Code of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 19851986, as amended (“COBRA”) for Employee after the Separation Date and her covered dependents following Employee’s separationwill receive a notification of COBRA rights under separate cover. Provided EXECUTIVE validly and timely elects COBRA continuation coverage, to the extent permitted by law, the Company shall COMPANY agrees to pay up to 100% of the COBRA premiums to continue medical, dental, and vision insurance coverage under the COMPANY’s group health insurance provider plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the full monthly COBRA premiums necessary to continue Employeeterms of the COMPANY’s and Employee’s covered dependents’ group health insurance coverage that is in effect plan, as it may be amended from time to time (the “Health Benefits”) for Employee a period of up to thirty-six (and her covered dependents36) as of months or such shorter period allowed by COBRA from the Separation Date. The EXECUTIVE understands and agrees that payments made pursuant to this Paragraph 1(e) shall be included in his taxable income to the extent required by applicable law. EXECUTIVE and the COMPANY agree that the foregoing period of COMPANY-paid COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reasonshall count against, including plan termination (such period from the Separation Date through the earlier of (i)-(iii)and reduce, the otherwise applicable period during which the EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) would be entitled to receive COBRA Payment Period”)coverage that is not so paid by the COMPANY. Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf payments made pursuant to this Paragraph 1(e) would violate the nondiscrimination rules applicable to non-grandfathered plans, or would result in a violation the imposition of applicable law, then in lieu of paying COBRA premiums penalties as determined under final regulations promulgated pursuant to this Sectionthe Patient Protection and Affordable Care Act of 2010 (“PPACA”), the Company shall reform Paragraph 1(e) in a manner as is necessary to comply with PPACA. f. The COMPANY agrees to pay Employee up to 100% of the monthly premium on the last day (i) North American Company for Life and Health Insurance Buy Sell Policy Number L014978830, (ii) North American Company for Life and Health Insurance Buy Sell Policy Number LB00850080, (iii) current COMPANY-provided Basic Life and AD&D Life Insurance Policy, (iv) current COMPANY-provided Voluntary Employee Life and AD&D Life Insurance Policy, (v) current COMPANY-provided Spouse Voluntary Life and AD&D Life Insurance Policy and (vi) current COMPANY-provided Child Voluntary Life Insurance Policy (collectively, the “Respective Policies”) for a period of each remaining up to thirty-six (36) months or such shorter period as allowed by the Respective Policy from the Separation Date, to the extent permitted by law and subject to EXECUTIVE validly electing to continue such coverage. After the 36 month period expires, to the extent permitted by law and the Respective Policy, EXECUTIVE may have the option to continue to pay the monthly premiums himself in accordance with the Respective Policy. If any of the COBRA Payment PeriodRespective Policies expire, the COMPANY shall procure a fully taxable cash payment equal to substantially similar policy for EXECUTIVE and pay 100% of the COBRA monthly premium for on such month, less applicable federal, state and local payroll taxes and other withholdings required by law, policy for the remainder of the COBRA Payment 36 month period. EXECUTIVE understands and agrees that payments made pursuant to this Paragraph 1(f) shall be included in his taxable income to the extent required by applicable law. Notwithstanding the foregoing, if the payments made pursuant to this Paragraph 1(f) would violate the nondiscrimination rules applicable to non-grandfathered plans, or would result in the imposition of penalties as determined under final regulations promulgated pursuant to PPACA, the Company shall reform Paragraph 1(f) in a manner as is necessary to comply with PPACA. g. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant to Section 4.3 or Section 4.9 of the Employment Agreement, on and following the Effective Date, any outstanding stock options with respect to the COMPANY’s stock held by EXECUTIVE on the Separation Date (i) shall be fully vested and exercisable to the extent not previously vested and exercisable; and (ii) may be exercised until the earlier of (a) the expiration date of the original “Option Period” as defined under such Stock Option Award Agreements (or such comparable defined term relating to the period of exercisability of the stock options), or (b) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to 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. h. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. i. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In consideration (a) Iomega shall make a total special severance payment to Employee in the amount of $950,000.00 less necessary federal, state and other withholdings to be paid in bi-weekly increments over approximately one year, beginning on the next payroll cycle after receipt of this fully executed Agreement, SUBJECT TO THE FOLLOWING: (A) Employee must provide any reasonable assistance related to the business of Iomega that the Company requests during those months, and must comply with the Iomega Employee Information Guide through Employee’s execution Termination Date, and (B) IF Employee becomes employed or otherwise engaged in gainful employment during the 12 month period following his Resignation Date, fifty percent (50%) of the amount that Employee obtains from such other employment will be applied against and reduce the special severance payment (the “Mitigation”) EXCEPT that notwithstanding this Mitigation, Iomega shall be obligated to pay Employee a minimum of $475,000 (gross) in special severance payments. Iomega will also pay the equivalent to the cost of COBRA (grossed up so that taxes are not deducted) for the period from the Termination Date through the one-year anniversary of the Resignation Date, based on Employee’s current health insurance benefits (“Health Benefit Continuation”); such Health Benefit Continuation shall cease upon the earlier of one-year from the Resignation Date, and Employee commencing a new employment relationship outside of Iomega Corporation. Employee acknowledges and agrees that except as noted elsewhere in this document, no payments hereunder constitute compensation under the 401(k) plan eligible for elected deferrals and matching contributions. (b) Iomega will continue to provide participation in Executive Life Insurance at two times annual base salary and Participation in the Executive Tax Planning Services of Iomega, through February 3, 2007. (c) Iomega will reimburse Employee up to $30,000 towards executive outplacement services actually obtained by Employee in the first 12 months following the Resignation Date. (d) Employee will retain his currently assigned laptop computer, mobile telephone and mobile telephone number. After the Termination Date, all billing related to the mobile telephone will become the responsibility of the Employee. (e) The amounts and provisions set forth in Section 3 (a) through (d) above will be paid or implemented after receipt of a fully executed and unchanged copy of this Agreement and the expiration of the Age Release Period described in this Agreement. These payments shall be in full satisfaction of any and all claims Employee may have arising directly or indirectly from his/her employment and separation from Iomega Exec Sep Agreement Over 40 1 Feb. 2006 and shall also be consideration for the other promises contained herein. Employee acknowledges and understands that, except as described in Section 3 of this Agreement, Employee will not be entitled to receive from Iomega any other severance or termination allowance or any other compensation or payment, including any other payments for any sales commissions or bonuses or other consideration. Employee acknowledges that the foregoing fully satisfies all rights to severance and provided that other consideration under any and all contracts or agreements Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on has or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke itever had with Iomega, the Company will provide Employee including Employee’s June 18, 2001 employment agreement with the following severance benefits: a Severance Payment. The Company will pay EmployeeIomega, as severanceamended. NO OTHER PAYMENTS OTHER THAN THOSE LISTED IN THIS SECTION 3 SHALL BE DUE TO EMPLOYEE, the equivalent of twelve (12) months of Employee’s base salary except as of the Separation Date provided below in the gross amount final sentences of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30section 3(a) 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 June 2005 Agreement to Defer Compensation executed by Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from and the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodCompany.

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

Consideration. As full compensation for his services hereunder, the Company agrees to pay the Executive, and the Executive agrees to accept the following: (a) A salary computed at the initial rate of _______________________ Dollars ($___________ ) per annum, payable in such installments as salaries are paid to other executive personnel of the Company. Upon approval of the Board of Directors of the Company, the initial salary as provided for in this Section 4(a) may be increased in such amount as shall be determined by the Board of Directors of the Company, in its sole discretion. (b) The Executive shall be entitled to reimbursement of authorized business expenses incurred in connection with the conduct of the Company's business. The authorized costs, record keeping and reimbursement shall conform to the Company's standard policy with regard thereto established by the Board of Directors of the Company from time to time. (c) In consideration the event the Company implements a 401(k) plan, the Executive shall be entitled to be a participant in such plan. The Executive shall be entitled to life insurance, medical insurance, disability insurance and other fringe benefits in accordance with standard policy affecting senior Company executives, if any, as established by the Board of Employee’s execution Directors of the Company from time to time, including, without limitation, any fringe benefits more specifically described herein. (d) Executive shall be entitled to 20 days of paid vacation each fiscal year, in addition to those holidays normally established for all employees of the Company, which vacation shall not be carried over from year to year, but Executive shall be entitled to compensation for any accrued but unpaid vacation at the earlier of the end of each fiscal year of the Company, or the termination of this Agreement, as provided herein. (e) In the event the Company adopts a stock option plan for the benefit of its employees and provided that Employee signs the Supplemental Release employees of Claims attached hereto its subsidiary corporations, upon the adoption of such stock option plan, Executive will be a participant in the plan. Until such time as Exhibit B on or within five (5) days the Company does adopt a qualified stock option plan, the Executive is entitled to receive a minimum of __________ and up to __________ warrants per year of his employment at an exercise price not less than the most recent issued warrant by the Company. Should there be a change in control of the Separation Date Company (change of control is herein defined as the “Supplemental Release”) issuance of new shares of the Company's common stock in an amount greater than the 50% of the number of outstanding shares of the Company's common stock as of the date of this agreement), and does not revoke itprior to such change of control, the Company will provide Employee with agrees to accept as payment for the following severance benefits: exercise of any outstanding warrants in the Executive's possession a Severance Payment. The Company will pay Employeepromissory note issued by the Executive to the Company, as severance, payable in twenty four months from the equivalent date of twelve (12) months of Employee’s base salary as issuance of the Separation Date in the gross amount promissory note with an interest rate of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty ___ percent (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 Periodper annum.

Consideration. In consideration The Company will provide to Executive the following payments and benefits, certain of Employeewhich are in addition to those to which Executive would be and is otherwise entitled: (a) The Company will pay Executive the sum of $14,375.00 (“Monthly Payment”) per month (payable semi-monthly) as salary continuation for the period beginning on the day after the Retirement Date and continuing through June 30, 2008 (the “Retirement Period”), from which Monthly Payments will be deducted required federal and state withholdings tax as well as any applicable employee contributions for Company-provided benefits. (b) To the extent permitted under the terms of the plans, Executive’s execution coverage under the Company-provided medical, dental and disability plans will continue through June 30, 2008, subject to payment by Executive of that portion of the premium for such coverage as is required of active executive employees of the Company and subject to the Company continuing such coverage for its other executives or substituting such existing coverage with substantially similar coverage, in which case the Company will substitute the Executive’s current coverage with substantially similar coverage as then provided to its other executives. (c) The Company’s obligation to make any of the payments provided for by the terms and provisions of Section 1(a) or any benefits provided for in Section 1(b) shall cease upon the death of Executive, or upon Executive’s breach of any of the provisions of this Agreement. (d) The options to purchase the Company’s common stock granted to Executive on November 4, 1999, under and pursuant to the Vector Group Ltd. Amended and Restated 1999 Long Term Incentive Plan (the “Plan”) and the Stock Option Agreement dated November 4, 1999 between the Company and Executive (the “Option Agreement”) will be exercisable pursuant to the terms of the Plan and the Option Agreement, within the nine (9) month period following the Retirement Date. (e) Notwithstanding the other provisions of this Agreement, and any payment required to be made to or provided that Employee signs to Executive under this Agreement upon her termination of employment shall be made or provided promptly after the Supplemental Release six month anniversary of Claims attached hereto as Exhibit B on or within five (5) days Executive’s date of termination of employment to the extent necessary to avoid imposition upon Executive of any tax penalty imposed under Section 409A 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 EmployeeInternal Revenue Code of 1986, as severance, amended. All payments due and owing for 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 six month period 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 first day following the Separation Date; (ii) the six month anniversary of Executive’s 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 Periodtermination.

Consideration. In consideration of Employee’s execution of for signing this AgreementAgreement and compliance 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 Company agrees to provide the Separation Date following benefits to Executive (the “Supplemental ReleaseSeparation Benefits”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. ): 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 Executive the gross amount of One Million Six Hundred Forty-One Thousand Ninety-Five and 89/100 Dollars ($512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) 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)-(iii1,641,095.89), 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 withholdings for taxes and other withholdings required by law, which represents severance pay. This payment shall be made in a lump sum payment via wire transfer (subject to Executive providing Company with the appropriate wire instructions) within ten (10) business days following the Effective Date of this Separation Agreement (provided that in all events such payment shall be made no earlier than January 1, 2023 and no later than the sixtieth (60th) day after the Separation Date). b. Executive acknowledges that he shall have the option to convert and continue Executive’s health insurance after the Separation Date, as may be required or authorized by law under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and the California Continuation Benefits Replacement Act of 1997 (“Cal-COBRA”), as amended. If Executive timely elects such health insurance coverage, the Company shall pay the monthly premiums for continued health insurance at the remainder same or reasonably equivalent medical coverage for Executive (and, if applicable, Executive’s eligible dependents) as in effect immediately prior to the Separation Date, in the same amount that it paid each month for Executive’s health insurance as of the Separation Date for a period equal to the lesser of: (a) twenty-four (24) months following the Separation Date (COBRA Payment Periodpremiums for 18 months; Cal-COBRA premiums for 6 months), or (b) the date Executive becomes eligible for coverage under the health plan of a future employer. Except as provided in this Agreement (and as controlled by COBRA and Cal-COBRA), from and after the Separation Date, Executive shall not be entitled to participate in or accrue any other payments or benefits under any employee benefit plan of Company. The Company’s obligation to pay for premiums pursuant to this Section 3(b) does not apply to any coverage that the Company is not required to offer Executive pursuant to applicable law and is in all events subject to the Company’s ability to comply with applicable law and provide such benefit without resulting in adverse tax consequences to the plan participants. c. Each installment of Executive’s outstanding but not yet vested time-based and performance-based restricted stock units (“RSUs”) and time-based non-qualified stock options granted by the Company to Executive that is scheduled to vest on or before July 11, 2024, shall accelerate and become fully vested on the Effective Date. For these purposes, the applicable installment of the performance-based RSUs granted to Executive in July 2022 shall accelerate based on the target number of RSUs subject to such installment of the award, and the VWAP Goal (as defined in the award agreement) applicable to such installment shall be deemed to have been met as of the Effective Date. Executive’s equity-based awards granted by the Company, to the extent outstanding and not vested on the Separation Date (excluding the portion of any such awards that vest pursuant to this Section 3(c)), shall terminate on the Separation Date. Executive shall have six (6) months after the Separation Date during which Executive may elect to exercise Executive’s vested stock options (including any options that accelerate pursuant to this Section 3(c)) or, if earlier, until the expiration date of the option (and provided that such options shall remain subject to earlier termination in connection with a change in control of the Company in accordance with the option documentation). At the conclusion of such six (6) month period, such vested stock options, if still outstanding and not yet exercised, shall expire.

Consideration. In consideration of Employee’s execution of for the provisions set forth in this Agreement, once this Agreement has become legally effective by reason of the expiration of the revocation period set forth in paragraph 16 below, and provided further that Employee signs Debney complies with his continuing obligations under this Agreement and 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 itEmployment Agreement, the Company will provide Employee with the following pay Debney severance benefits: a Severance Payment. pay and other benefits (hereinafter referred to as “Separation Obligations”) as follows: (a) The Company will pay Employee, as severance, Debney 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 83,333 per month for 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 period 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 Termination Date as severance pay, subject to legally required deductions for wages in accordance with the Company’s normal payroll practice; (b) The Company will provide reimbursement for Debney’s cost to maintain coverage under the Company’s group medical plans pursuant to COBRA for a period of twelve (12) months after the Termination Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to , after which Debney will be eligible for COBRA continuation coverage fully responsible for any reason, including plan termination remaining COBRA payments (such period c) The Company will continue the payment of premiums required to maintain Debney’s Company-provided life insurance as of the Termination Date in the amount of $5.0 million from the Separation Date through Company for a period of twelve (12) months after the Termination Date, or in the alternative if such life insurance cannot be maintained to reimburse Debney for the amount of premiums that would otherwise be payable to the insurer so that Debney can either convert the coverage to an individual policy or buy other insurance. Debney shall be solely responsible for obtaining coverage and shall assume all obligation for premium payments except as set forth herein. The Company agrees to cooperate with Debney’s efforts to convert or buy other insurance should Debney decide to do so. (d) The Company will make a lump sum payment of Five Thousand Dollars ($5000) to reimburse Debney for the costs of moving expenses to move his personal property out of the Company’s offices. (e) The Company will extend the exercise date for Debney’s exercise of his options to purchase 160,667 shares of the Company’s Common Stock at the price of $8.89 per share under the Company’s 2013 Incentive Stock Plan (which would otherwise expire 30 days after the Termination Date) to the earlier of July 31, 2020 or the day prior to the Effective Date of the Company’s planned separation of its outdoor products and accessories business from the Company’s firearm business (i)-(iii), hereinafter referred to as the “COBRA Payment PeriodSpin-Off”). Notwithstanding the foregoing, if at any time the . (f) 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 will vest Debney as of the COBRA Payment Period, a fully taxable cash payment equal Termination Date in 44,731 of his currently unvested RSU’s subject to the COBRA premium for such monthsame delivery procedures applicable to Debney’s currently vested RSUs except there will be no one-year hold requirement, less applicable federalprovided that all other unvested RSUs shall be terminated and of no effect. All vested RSUs that remain undelivered will be delivered in accordance with the usual delivery procedures. Debney agrees that the Separation Obligations that are not available to employees who resign their positions, state together with the Company’s other promises and local payroll taxes and other withholdings required by law, obligations under this Agreement are sufficient for the remainder of the COBRA Payment Periodrelease, obligations and covenants contained in this Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

Consideration. In consideration of for the releases and covenants by Employee in this ​ Agreement, provided Employee signs and complies with this Agreement, re-executes and reaffirms the covenants and releases in this Agreement on or after Employee’s execution 's Separation Date, and does not exercise the right to revocation under Section 5 of this Agreement, Employee shall receive the following separation benefit(s) ("Separation Package"): (a) Payment of Executive's base annual salary of $400,000 over twelve (12) months. These salary continuation payments will be paid on the Company's regular payroll schedule, subject to standard deductions and provided that Employee signs withholdings, over the Supplemental Release of Claims attached hereto as Exhibit B on or within five twelve (512) days of month period following the Separation Date (Date; provided, however, that no payments will be made prior to the “Supplemental Release”) and does not revoke it60th day following Employee's Separation Date. On the 60th day following the Executive's Separation Date, the Company will provide Employee pay Executive in a lump sum the salary continuation payments the Executive would have received on or prior to such date under the original schedule with the following balance of the cash severance benefits: a Severance Paymentbeing paid as originally scheduled. The Each check will be mailed to Employee at the last known address provided to the Company by Employee. (b) Provided that Employee elects continued coverage under COBRA, 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 's COBRA premiums necessary to continue Employee’s 's coverage (including coverage for eligible dependents, if applicable) through the period ("COBRA Premium Period") starting on Employee's Separation Date 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 ending on a monthly basis until the earliest of: to occur of (i) twelve (12) months after following the Separation Date; , (ii) the date when Employee becomes eligible for substantially equivalent group health insurance coverage in connection with through a new employment or self-employmentemployer; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (termination. In the event Employee becomes covered under another employer's group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Employee must immediately notify the Company of such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”)event. Notwithstanding the foregoing, if at any time the Company determines determines, in its sole discretion, that its payment it cannot pay the COBRA Premiums without a substantial risk of COBRA premiums on Employee’s behalf would result in a violation of violating applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company instead shall pay Employee to Employee, on the last first day of each calendar month remaining month of in the COBRA Payment Premium Period, a fully taxable cash payment equal to the applicable COBRA premium premiums for such that month, less subject to applicable federaltax withholdings, state which Employee may, but is not obligated to, use toward the cost of COBRA premiums. (c) The vesting of Employee's stock awards shall be accelerated such that the shares subject to the stock awards that would have vested in the twelve (12) month period following the Separation Date shall be deemed immediately vested and local payroll taxes exercisable as of Employee's last day of employment. Employee understands that the Separation Package is an additional benefit for which Employee is not eligible unless Employee elects to sign, not revoke, and other withholdings required by law, for the remainder of the COBRA Payment Periodreaffirm this Agreement.

Consideration. In As a material inducement to and in consideration of Employee’s execution for Employee entering into this Release, and subject to the terms and conditions of this AgreementRelease, the Severance Plan and provided that the Participation Agreement (as defined below), Company agrees to provide the Employee signs with the Supplemental Release of Claims attached hereto severance benefits set forth under the Chimerix, Inc. Officer Severance Benefit Plan, as Exhibit B on or within five (5) days of the Separation Date amended December 6, 2013 (the “Supplemental ReleaseSeverance Plan”) and does not revoke itthe Participation Agreement under the Severance Plan provided to Employee (the “Participation Agreement”), which are payable upon a Regular Termination (as defined in the Company will provide Employee with Severance Plan) and described in Section 2(a) of the following Participation Agreement. Such severance benefits: a benefits shall be subject to the terms and provisions (including the time and form of and conditions required for full payment) of the Participation Agreement and the Severance PaymentPlan. For clarity, these benefits are as follows: a. The Company will shall pay EmployeeEmployee the gross sum of Five Hundred Eighty Five Thousand, as severanceSix Hundred Twenty Five Dollars ($585,625.00), the equivalent of twelve representing fifteen (1215) months of Employee’s base salary as of the Separation Date Date, as set forth in Section 2(a)(1) of the gross amount of $512,500.00Participation Agreement, which shall be payable in accordance with the Company’s normal payroll schedule over the fifteen (15) month period following the Separation Date, subject to standard payroll deductions the six-(6) month delay described in Section 11 below to avoid adverse tax consequences to Employee in accordance with Section 5 of the Severance Plan and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective DateParticipation Agreement. b. Provided Employee is eligible for, as defined therein. b COBRA. Provided that Employee and timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985elects, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separationCOBRA continuation coverage, the Company shall will pay to health insurance provider the full monthly amount of COBRA premiums necessary as set forth in Section 2(a)(3) of the Participation Agreement, for a period of up to continue Employee’s fifteen (15) total months, subject to the terms of the Participation Agreement and Employee’s covered dependents’ health insurance coverage that is the Severance Plan. c. Employee shall become vested (to the extent not already vested) in effect for Employee (the stock options and her covered dependentsequity compensation awards shown on Exhibit A, pursuant to the terms of Section 2(a)(2) as of the Participation Agreement. Following the Separation Date. The COBRA coverage benefit , Employee shall cease to vest in any further stock options and equity compensation awards and all stock options and equity awards (whether vested or unvested) will 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 terminate 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”)their terms. Notwithstanding the foregoing, if at effective immediately prior to the Separation Date, the post-termination exercise period during which Employee may exercise Employee’s vested stock options following the Separation Date (which, under the terms of such options, is three months following the Separation Date) shall be extended to December 31, 2014, provided that Employee’s rights to exercise Employee’s vested options may terminate prior to such date, in accordance with Employee’s violation of Employee’s obligations under this Release. Employee understands and agrees that the amendment of Employee’s stock options to extend the post-termination exercise period will disqualify, as of the date of this Release, any time options that were previously considered “incentive stock options” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). By executing this Release, Employee consents to this amendment and that Employee has consulted with his tax advisors regarding these tax implications or has knowingly and voluntarily declined to do so. Except to the extent provided in this Section 2(c), the Employee’s options will continue to be subject to the terms and conditions of the equity plans and stock option grant notices and agreements under which they were granted. d. The Company will pay Employee’s attorneys for reasonable attorneys’ fees incurred in connection with their representation of Employee in the review of this Release, up to a maximum of $7,500, upon the Company’s receipt by May 15, 2014 of a written invoice detailing the work performed. e. The Company will use commercially reasonable efforts to maintain an email message responding to Employee’s former Chimerix email address which states that Employee is no longer with the Company determines and provides a contact number to reach him, for a period of one year from the Separation Date. f. Employee acknowledges that its payment he is not eligible for the severance benefits described in this Section 2 in the absence 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 his execution of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state Participation Agreement and local payroll taxes his execution and other withholdings required by law, for the remainder non-revocation of the COBRA Payment Periodthis Release.

Consideration. In consideration If you (a) sign and do not revoke this Agreement (b) comply with the obligations set forth in this Agreement and (c) continue to comply with the restrictive covenants in Paragraph 7 below, then the Company will provide you with the following severance payments and benefits (collectively, the “Consideration”): (i) You will receive continuation of Employeeyour Base Salary in accordance with the Company’s execution regular payroll practices, less all relevant taxes and other withholdings, for a period of this Agreement, and provided that Employee signs eighteen (18) months starting on the Supplemental Release of Claims attached hereto as Exhibit B on or within five first payroll date following the Termination Date. (5ii) days of For the Separation eighteen (18) months following the Termination Date (the “Supplemental ReleaseCoverage Period”) ), if you timely and does not revoke it, properly elect to receive continued health coverage under 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 EmployeeCompany’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 health plan under the Consolidated Omnibus Budget Reconciliation Action Act (“COBRA”), you will receive continued health (including hospitalization, medical, dental, vision, etc.) insurance coverage (“COBRA Coverage”) that is substantially similar in all material respects to the coverage provided to other Company employees as of 1985the Termination Date, provided that you pay to the Company, on a monthly basis, an amount equal to the amount active Company employees pay for such coverage. You agree to promptly notify the Company of your coverage under an alternative health plan upon becoming covered by such alternative plan, at which time your COBRA Coverage may be reduced or eliminated, as applicable, to the extent that continued receipt of COBRA Coverage would result in duplicative benefits. The COBRA continuation coverage period under Section 4980B of the Internal Revenue Code of 1986, as amended (the “COBRACode”) shall run concurrently with the Coverage Period. (iii) You will receive reimbursement for Employee reasonable fees and her covered dependents following Employee’s separation, costs you incur for outplacement services during 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 following the Separation Termination Date; , up to a maximum of $25,000, provided that you submit any requests for reimbursement to the Company within thirty (ii30) days of the date when Employee becomes eligible the expense is incurred. (iv) 424,707 unvested shares of restricted stock you hold pursuant to the Company’s 2016 Omnibus Incentive Compensation Plan will vest as of the Termination Date. All other restricted stock awards, including all performance stock unit awards you hold in the Company that are unvested as of the Termination Date will be terminated and cancelled as of the Termination Date. You agree and acknowledge that the payments described in Section 2 are the final compensation to which you are entitled and you are not owed any other money or compensation for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to services performed. You will not 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 Consideration described in this Paragraph 3 unless the Company determines has received an executed copy of this Agreement, which has not been revoked. You further agree that its payment of COBRA premiums on Employee’s behalf would result the amounts described in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to Section 3 are the full consideration for 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 Agreement and are equal to or exceed the COBRA premium for such monthseverance benefits described in the Severance Agreement and are equal to or exceed any benefits, less applicable federalcompensation, state and local payroll taxes and or other withholdings required by law, for the remainder financial consideration to which Employee would be entitled absent his signing of the COBRA Payment Periodthis Agreement.

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

Consideration. In consideration of Employee’s execution Subject to and conditioned upon: (a) the Executive's continued compliance with the terms of this AgreementRelease, Section 4 of the MCA and continued service through the Separation Date, (b) upon the Executive's execution and nonrevocation of this Release, and provided that Employee signs compliance with this Release, which Release shall have become effective and irrevocable on the eighth (8th) day following the date the Executive executes this Release (the "Effective Date"), and (c) the Executive executing on the Separation Date and not revoking the supplemental release in the form attached to the MCA (the "Supplemental Release"), which Supplemental Release shall become effective and irrevocable on the eighth (8th) day following the date the Executive executes such Supplemental Release, the Company shall provide the Executive with the following benefits in connection with the cessation of Claims attached hereto the Executive's active employment with the Company in full satisfaction of Section 2(b) of the MCA (all payments under this Section 3 less applicable withholding taxes): (a) continued payment of the Executive's Base Salary through the Separation Date, with such Base Salary to be paid in accordance with the Company's regular payroll practice; (b) reimbursement of all reimbursable expenses that have not been reimbursed as Exhibit B of the Separation Date, with such reimbursement to occur in accordance with the Company's standard expense reimbursement procedures and payment for unused vacation to be paid within fourteen (14 days) following the Separation Date; (c) a cash amount equal to $733,200 (the "Severance Payment"), of which $439,920 will be paid on or within five the Effective Date and the remaining amount shall be paid in equal installments over a period of twenty-four (524) days of months following the Separation Date (the “Supplemental Release”) and does not revoke it"Severance Period"); provided, however, that if a Change in Control occurs prior to the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as end of the Separation Date in Severance Period, any unpaid portion of the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will Severance Payment shall be paid in a single lump sum no later thirty payment upon the date of such Change in Control; (30d) days after a cash amount equal to $119,199.09 in respect of the Supplemental Release Executive's annual bonus for 2020, payable in full on the Effective Date; (e) during the portion of the Severance Period during which the Executive and the Executive's eligible dependents are eligible for COBRA coverage, as defined therein. b COBRA. Provided that Employee timely elects continued reimbursement for Executive and Executive's eligible dependents COBRA premiums for coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985Company's medical, as amended (“COBRA”) for Employee dental, vision and her covered dependents following Employee’s separationprescription drug plans, with such reimbursement to occur in accordance with the Company's expense reimbursement procedures; provided, however, that if, at any time during the Severance Period, the Company shall pay to health insurance provider Executive and the full monthly COBRA premiums necessary to continue 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 Executive's eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases dependents cease to be eligible for COBRA continuation coverage (except as a result of the Executive's becoming eligible for coverage under the medical, dental, vision or prescription drug plans of a subsequent employer), the Company shall reimburse the Executive all reasonable premium costs incurred by the Executive to provide private medical, dental, vision and prescription drug insurance coverage for any reasonthe Executive and the Executive's eligible dependents that is substantially equivalent to the medical, including plan termination (such period from dental, vision and prescription drug insurance by which the Separation Date through Executive and the Executive's eligible dependents were covered on the date of the Executive's termination, until the earlier of (i)-(iii)x) the termination of the Severance Period and (y) the date on which the Executive becomes eligible for coverage under the medical, dental, vision and prescription drug plans of a subsequent employer; provided, further, that if the “Executive and the Executive's eligible dependents are not covered by the Company's medical plan and thus not eligible for COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Sectioncoverage, the Company shall will pay Employee to the Executive a lump sum payment, on the last day of each remaining month Effective Date, equal to $3,000, which payment shall be satisfaction in full of the COBRA Payment Period, Company's obligations under this clause 3(e); (f) payment by the Company for up to three (3) months of outplacement services not to exceed $5,000 per month (with a fully taxable cash payment equal provider selected by the Company and reasonably acceptable to the COBRA premium for Executive); provided Executive commences such monthservices within ninety (90) days of the Separation Date; and (g) immediate vesting on such termination date of 100% of the Executive's unvested Company option shares, less applicable federalrestricted stock, state and local payroll taxes restricted stock units, other equity-based awards and other withholdings required by lawlong-term incentive awards, for including cash-settled components; provided that each such equity award shall be exercisable in accordance with the remainder provisions of the COBRA Payment Periodaward agreement and plan pursuant to which such equity award was granted, including, in the case of stock options, the plan or award agreement provisions regarding any post-termination period of exercisability; provided, further, that notwithstanding the provisions of such award agreement and plan, any restricted stock units, performance stock units, long-term incentive cash awards and other similar awards shall be settled within ten (10) days after the date of such termination of employment and any payment in respect of open periods of performance-based awards shall be calculated as set forth in such award agreement, or, if not specified in the award agreement, based on target performance. The Executive acknowledges that: (i) except as otherwise provided specifically in this Release, the payments and benefits described above constitute full settlement of all the Executive's rights under the Offer Letter and the MCA, (ii) the Executive has no entitlement under any other severance or similar arrangement maintained by the Company or any of its affiliates, (iii) except as otherwise provided specifically in this Release, the Company does not and will not have any other liability or obligation to the Executive by reason of the cessation of the Executive's employment, (iv) continued payment of any unpaid portion of the payments described in clauses 3(c) through (g) shall immediately cease in the event the Executive breaches any provision of this Release or Section 4 of the MCA, and (v) other than as provided in clause 3(c) above, the Executive shall not be entitled to any additional payments or benefits in the event the Company consummates a Change in Control from and after the date of this Release. The Executive further acknowledges that, in the absence of the Executive's execution of this Release, the payments and benefits specified in clauses 3(c) through (g) above would not otherwise be due to the Executive.

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

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

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

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

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

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

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

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

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

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

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

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

Consideration. In consideration of Employee’s execution of 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 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 Employee’s execution exchange for the mutual covenants set forth in this Agreement, and beginning as soon as practicable after the Effective Date of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will agrees to provide Employee you with the following Consideration: (i) The Company shall pay you severance benefits: a pay in the amount of $175,150.50, paid out in six (6) approximately equal monthly payments, beginning in the first month following the conclusion of the Consulting Period (as defined in Section 3) (the six month period during which the severance pay is being paid referred to as the “Severance PaymentPeriod”). (ii) You shall remain eligible to be paid, in the discretion of the Board of Directors, an annual bonus for the period ending December 31, 2005. In determining the amount of the bonus to be awarded, if any, the Board will refer to but shall not be bound by the terms of the short-term incentive plan referred to on page 21 of the Company’s Proxy Statement dated on or about April 25, 2005, and any bonus shall be prorated by the number of months of employment as CEO in 2005. (iii) The Company will pay Employee, as severance, reimburse your reasonable documented attorneys fees incurred in connection with the equivalent negotiation and execution of twelve (12) months of Employee’s base salary as this Agreement and preparation of the Separation Date in the gross amount related press releases and prepared responses to media inquiries, up to a maximum of $512,500.005000.00. (iv) By law, subject and regardless of whether you sign this Agreement, you will have the right to standard payroll deductions continue your medical and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after dental insurance pursuant to the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under provisions of the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended 1985 (COBRA). The COBRA “COBRA”) for Employee qualifying event” shall be deemed to be the Separation Date. If you complete the appropriate forms and her covered dependents following Employee’s separationexecute this Agreement, the Company shall pay to health insurance provider will cover the full monthly cost of the COBRA premiums necessary payments to continue Employeeyour participation in EPIX’s medical and Employee’s covered dependents’ health dental insurance coverage plans during the Consultancy Period (as defined in Section 3) and the Severance Period to the same extent that such insurance is in effect for Employee (and her covered dependents) provided to persons employed by EPIX. All other benefits shall cease as of the Separation Date. The COBRA coverage benefit . (v) EPIX 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 reasoninstruct its officers, 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 members of the COBRA Payment PeriodBoard of Directors and senior managers to refrain from making any private or public statements that are professionally or personally disparaging about you and to refrain from engaging in any conduct that is intended to harm your reputation. You acknowledge and agree that the Consideration provided herein is not otherwise due or owing to you under any Company employment agreement (oral or written) or Company policy or practice, nor is this Consideration intended to, and shall not, constitute a fully taxable cash payment equal to severance plan, and shall confer no benefit on anyone other than 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 Periodparties hereto.

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

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

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

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

Consideration. In (a) As consideration of for Employee’s continued employment through September 30, 2011, Company agrees to pay Employee the amount set forth in paragraph 2, below. (b) As consideration for Employee’ non-competition and release undertakings and his other undertakings set forth herein and pursuant to the terms of the Company’s Executive Severance Arrangement, Company agrees to pay Employee twenty six bi-weekly payments of $12,884.62 each beginning October 1, 2011. Such bi-weekly payments will be made in conjunction with Company’s regular pay cycle and for any bi-weekly period in which Employee is not required to be paid pursuant to the foregoing for two full weeks (i.e., the first and last pay cycle of this period), his bi-weekly payment may be prorated accordingly so that the total payments over the twelve month period are equal to $335,000. (c) Beginning on the first of the month following the Termination Date and continuing for twelve months, Company agrees to provide Employee with an additional monthly severance payment which, after tax, is equal to the portion of the premium for Health Benefits coverage for Employee and Employee’s current eligible dependents that the Company was paying immediately prior to the Termination Date plus the amount the Company has paid into Employee’s Health Savings Account on a monthly basis while Employee was employed by the Company, so long as Employee continues to pay the regular employee share of such premium. This payment will be contingent upon Employee electing the COBRA coverage. Except as provided herein, nothing in this Section shall be deemed to require the Company to reimburse Employee for any deductibles, co-pays or other similar type payments incurred by Employee relating to the Health Benefits. Following the twelve month period after the Termination Date, Employee shall be responsible for the full COBRA cost of the group health plan benefits for himself and his eligible dependents through the remainder of his COBRA eligibility period. (d) Continue Employee’s Basic Life Insurance coverage through the earlier of the twelve month anniversary of the Termination Date or the date on which Employee secures new employment. (e) Pay for or reimburse Employee for outplacement services at a cost not to exceed $15,000 that have been incurred prior to the earlier of the twelve month anniversary of the Termination Date or the date on which Employee secures new employment; (f) Should Employee secure another employment position, the Company shall have the right to cease, in its sole discretion, any additional severance payments, outplacement service fees, Health Benefits and any Company payments for Health Benefits and COBRA continuation or life insurance benefits for the period following Employee’s attainment of other employment. (g) Employee will be able to exercise stock options and stock-settled appreciation rights that are vested as of the Termination Date for two months following the Termination Date. No accelerated vesting of equity grants will occur and equity grants will not vest during the six-month exercise period. Company’s obligations under this Section 1 are contingent upon (i) Employee’ execution of this Agreement and compliance with the terms of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage seven (7) day revocation period provided in connection with new employment or self-employment; or Section 8, below, having expired and (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier having not exercised that right of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodrevocation.

Consideration. In 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 of Employee’s execution of exchange for the mutual promises and releases set out in this Agreement, Company agrees that unless the Agreement is revoked pursuant to Paragraph 6, it will: (a) pay Employee the gross amount of four hundred twenty thousand dollars ($420,000), minus all applicable taxes and provided that Employee signs the Supplemental Release withholding, two hundred thousand dollars ($200,000) of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) which includes 1999 bonus and does not revoke it, the all accrued vacation. Company will provide pay this severance pay in a lump sum no later than ten business days following Company's receipt of this Agreement executed by Employee. Employee agrees this amount includes all vacation pay he has accrued; (b) continue to provide, at Company expense, for one year following the Termination Date, health insurance to Employee with the same coverage as other Company executives. When this coverage ends, employee will be entitled to COBRA; (c) continue to provide, at Company expense for one year following severance benefits: the Termination Date, Employee's life insurance being provided by the Company as of Termination Date; (d) continue to provide, at Company expense for one year following the Termination Date, long-term disability insurance benefits to Employee equivalent to the coverage that the Employee would have had he remained employed by the Company; (e) credit Employee with one additional year of vesting for purposes of the restricted stock awards granted as of September 21, 1998 and January 13, 1999. The parties acknowledge that (i) the granting of such additional vesting results in a Severance Paymenttotal of 12,500 shares of the restricted stock award granted as of September 21, 1998 being vested and 12,500 shares of such restricted stock award being forfeited and reconveyed to the Company by Employee without additional consideration and (ii) the granting of such additional vesting results in a total of 10,000 shares of the restricted stock award granted as of January 13, 1999 being vested and 10,000 shares of such restricted stock award being forfeited and reconveyed to the Company by Employee without additional consideration. Notwithstanding the preceding sentences, no additional shares shall be treated as vested until Employee has provided the Company with or reimbursed the Company for applicable tax withholding on the vesting, including prior vesting, of all shares of restricted stock. The parties acknowledge that Employee made an 83(b) election on the September 21, 1998 grant of stock and that the Company withheld taxes on that grant of stock; (f) subject to the terms of the Ventas, Inc. 1997 Incentive Compensation Plan, Employee shall have the right to exercise options for up to 18,750 shares through May 9, 2001 pursuant to the nonqualified stock option agreement dated September 21, 1998. The parties acknowledge that options for the remaining 56,250 shares pursuant to the nonqualified stock option agreement dated September 21, 1998 as well as options for the full 50,000 shares pursuant to the nonqualified stock option agreement dated May 13, 1999 are forfeited and canceled; (g) extinguish the promissory note dated October 22, 1998 in the aggregate principal sum of one hundred thirty six thousand eight hundred fifty five dollars and sixty-eight cents ($136,855.68) and forgive the unpaid principal balance. The amount of said forgiveness will be included in Employee's February 2000 wage and earnings statement as compensation. The Company will withhold and pay Employeeto the appropriate taxing authorities at the highest applicable rate an amount equal to all taxes required on the amount of forgiveness and will, as severancein addition, include the equivalent taxes required on the gross-up and will withhold and pay to the appropriate taxing authorities at the highest applicable rate an amount equal to all taxes required on the gross-up such that all income and withholding equals two hundred seventy-two thousand one hundred seventy-eight dollars and sixteen cents ($272,178.16); and (h) any reimburseable business expenses incurred by Employee in the regular course of twelve (12) months of Employee’s base salary as his duties, provided that Employee submits documentation acceptable to the Company 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 purpose of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodexpenses.

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

Consideration. In As good consideration of for Employee’s execution execution, delivery, and non-revocation of this AgreementAgreement and full compliance with the terms hereof, Company shall provide Employee with the following: (a) payment of $200,000 (less applicable withholdings and provided that Employee signs deductions) in twelve equal monthly installments commencing on the Supplemental Release next regularly scheduled paydate following the Effective Date (defined below) and payable on the last business day of Claims attached hereto as Exhibit B each month thereafter; (b) reimbursement of expenses totaling $500.89 together with payment of $11,423.00 representing all unused accrued vacation days, payable on or within five the next regularly scheduled paydate following the Effective Date; (5c) days a pro rata portion of the Separation Restricted Shares awarded to Employee pursuant to Restricted Stock Award Agreements between Employee and the Company dated February 5, 2010, March 30, 2011 and March 29, 2012, respectively, as identified on Exhibit A hereto under the column “Number of Restricted Shares To Be Vested Upon Effective Date”, will be deemed to have vested as of the Effective Date (the “Supplemental ReleaseVested Restricted Shares”) and does not revoke it, ). Employee shall sell the Company will provide Employee with Vested Restricted Shares only during 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) day period (the “VRS Sale Period”) beginning on the date of delivery of the Vested Restricted Shares to Employee, which Vested Restricted Shares shall be delivered, within three (3) business days after following the Supplemental Release Effective DateDate (and, for the avoidance of doubt, only if the Agreement has not been revoked in accordance with Section 12(b) of this Agreement), in electronic form via book entry transfer to the account maintained by the Employee’s broker at Depository Trust Company as set forth on Schedule 4.6(c) attached hereto. The Employee may not sell the Vested Restricted Shares following the VRS Sale Period, and any Vested Restricted Shares not sold upon the expiration of the VRS Sale Period shall automatically, and without any further action of the Company, be forfeited. Employee shall (y) notify the Company and the Escrow Agent (as defined below), in writing, of the sale of the Vested Restricted Shares, together with a detailed accounting thereof, on a weekly basis (with such notice and accounting for any sales made during any week (i.e. a period of Monday through Friday) to be delivered to the Company and the Escrow Agent by no later than 5:00 p.m. New York time on Tuesday of the next week) and (z) deliver to L▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP (the “Escrow Agent”) the proceeds from the sale of the Vested Restricted Shares (the “Escrowed Restricted Stock Proceeds”) on a weekly basis (with the proceeds from the sale of any Vested Restricted Shares for the prior week to be delivered to the Escrow Agent no later than Tuesday of the next week); provided, however, the Employee may use the proceeds from the sale of the Vested Restricted Shares to pay the exercise price for some or all of the Vested Options (as defined in Section 4(d) below) in accordance with Section 4(d) below, in which case, Employee shall, within the time period following the sale of the Vested Restricted Shares provided in clauses (y) and (z) of the immediately preceding sentence, (A) notify the Company, in writing, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under to all or the Consolidated Omnibus Budget Reconciliation Action portion of 1985such proceeds which shall be applied on account of the option exercise (which Vested Options shall be exercised solely in accordance with Section 4(d) below) and (B) instead deliver such proceeds to the Company on account of, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separationto be applied against, the Company shall pay option exercise. Except as set forth herein, all other Restricted Shares previously awarded 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) which have not, as of the Separation Date, vested are forfeited. (d) a pro rata portion of the Options granted to Employee pursuant to Stock Option Grant Agreements between Employee and the Company dated February 5, 2010, March 30, 2011 and March 29, 2012, respectively, as identified on Exhibit A hereto under the column “Number of Shares With Respect to Which Option may be Exercised” (the “Vested Options”), may be exercised only during the VRS Sale Period or the VO Sale Period (as defined below), and the shares of Common Stock issuable upon exercise thereof (the “Underlying Vested Option Shares”) may be sold only during the thirty (30) day period following the expiration of the VRS Sale Period (the “VO Sale Period”). Employee may not exercise the Vested Options after the expiration of the VO Sale Period and may only sell the Underlying Vested Option Shares during the VO Sale Period, and any unexercised Vested Options or Underlying Vested Option Shares outstanding upon the expiration of the VO Sale Period shall automatically, and without any further action of the Company, be forfeited. All other Options previously granted to Employee which have not, as of the Separation Date, vested are hereby forfeited by Employee. Employee shall be responsible for paying the full exercise price to the Company, in cash, in connection with any exercise by Employee of the Vested Options. As specified in Section 4(c) above, Employee may use the proceeds from the sale of the Vested Restricted Shares to pay the exercise price for some or all of the Vested Options (the proceeds from the sale of the Vested Restricted Shares that the Employee uses to pay the exercise price of the Vested Options are referred to herein as the “VRS Option Proceeds”). To the extent any additional funds are needed for Employee to pay the full exercise price for the Vested Options being exercised by Employee, Employee shall be responsible for paying such additional amounts to the Company in order to complete the exercise of the Vested Options. By no later than Tuesday of the week immediately following which any Underlying Vested Option Shares were sold by the Employee, Employee shall (y) notify the Company and the Escrow Agent, in writing, of the sale of the Underlying Vested Option Shares for such week, together with a detailed accounting thereof and (z) deliver to the Escrow Agent an amount equal to (the “Escrowed Option Proceeds” and together with the “Escrowed Restricted Stock Proceeds”, the “Escrowed Funds” ) the sum of (1) the proceeds from the sale of the Underlying Vested Option Shares during such week less the exercise price for such Underlying Vested Option Shares sold by the Employee during such week, plus (2) an amount equal to the VRS Option Proceeds. The COBRA coverage benefit terms and conditions of the escrow agreement regarding the Escrowed Funds and the escrow arrangement with the Escrow Agent are set forth on Exhibit B attached hereto, which Exhibit B is fully incorporated herein by reference. The Escrow Agent is an express third party beneficiary of Exhibit B. The Company shall have the power and the right to deduct (including from the Escrowed Funds) or withhold, or require the Employee to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Employee’s FICA and SDI obligations) which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Internal Revenue Code of 1986, as amended, or any other applicable law, rule or regulation with respect to the Vested Restricted Shares and Vested Options and, if the Employee fails to do so, the Company may otherwise refuse to issue or transfer any shares of Common Stock otherwise required to be issued pursuant to this Agreement. Except to the extent provided above, the Restricted Stock Award Agreements and Stock Option Grant Agreements referenced in paragraphs (c) and (d) above shall remain in full force and effect. Employee acknowledges that Employee is not otherwise entitled to receive the payments and benefits set forth in this Section 4 and acknowledges that nothing in this Agreement shall be deemed to be an admission of liability or wrongdoing on the part of Company. Employee agrees that Employee will be paid on a monthly basis until not seek anything further from the earliest of: Released Parties. Employee acknowledges that (i) twelve the Company may, at any at any time prior to the expiration of the VRS or VO Sale Period, as applicable, release information pertaining to the Company and its business (12including its earnings) months after that may have a negative impact on the Separation Date; share price of the Company’s Common Stock (“Company Released Information”) and, as a result, may negatively impact the purchase price that the Employee is able to obtain from the sale of any of the Vested Restricted Shares or Vested Underlying Option Shares and (ii) the date when purchase price from any sale of the Vested Restricted Shares and/or Vested Underlying Option Shares may be limited by the fact that such sales are required to occur during the VRS or VO Sale Period, as applicable. Employee becomes eligible for substantially equivalent health insurance coverage hereby irrevocably waives any and all actions, causes of action, rights or claims, whether known or unknown, contingent or matured, and whether currently existing or hereafter arising, that Employee may have or hereafter acquire against the Released Parties in connection with new employment any way, directly or self-employment; indirectly, arising out of, relating to or resulting from Employee’s sale of the Vested Restricted Shares and the exercise of any Vested Options and the sale of any Vested Underlying Option Shares, including, without limitation, claims (i) relating to the Company’s disclosure of any Company Released Information and the impact of such disclosure on the purchase price Employee is able to obtain from the sale of the Vested Restricted Shares and Vested Underlying Option Shares during the VRS or VO Sale Period, as applicable, (ii) relating to the limited time period during which Employee may sell the Vested Restricted Shares and exercise and sell the Vested Underlying Option Shares, (iii) the date Employee ceases escrow of the Escrowed Funds in accordance with the terms of this Agreement and Exhibit B and (iv) relating to be eligible for COBRA continuation coverage for any reason, including plan termination (such period the market price of the Company’s Common Stock and the purchase price 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 sale of the COBRA Payment PeriodVested Restricted Shares and the Vested Underlying Option Shares. Employee intends to effect, 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 maximum extent permitted by law, for the remainder a complete and knowing waiver of the COBRA Payment PeriodEmployee’s rights as set forth in this paragraph.

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

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

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

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

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

Consideration. In consideration 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 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.