Common use of Consideration Clause in Contracts

Consideration. In consideration for Employee’s execution of this Confidential Agreement and General Release (“Agreement”) and compliance with its terms, and in accordance with Section 5(e) of the Employment Agreement, Employer agrees to provide Employee with the following: (i) A payment to equal to one (1) times the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after the Executive’s separation from service by the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached hereto. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (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 “Award Shares”) 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 effective date of Employee’s separation from service. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In consideration exchange for Employeethe promises made herein, the Parties agree that: a. As for Executive’s execution Final Compensation pursuant to the Employment Agreement, the following items described in clauses I (a)(i) through 1(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date of this Confidential Agreement, which is the eighth (8) day after the EXECUTIVE signs this Agreement and General Release (“Effective Date”), the COMPANY shall pay EXECUTIVE the amount of Base Salary as of such date that has been earned through the Separation Date but has not been paid. However, EXECUTIVE shall not be entitled to nor shall she receive any 2016 Retention Bonus, (ii) On the Effective Date of this Agreement”, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements, with all PTO to cease to accrue as of the Separation Date; (iii) and compliance with its terms, and in accordance with EXECUTIVE shall not be entitled to nor shall she receive any 2015 Executive Management Bonus under Section 5(e4(b) of the Employment Agreement; (iv) EXECUTIVE shall not be entitled to nor shall she receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) The COMPANY shall reimburse EXECUTIVE, Employer no later than October 15, 2016 for the EXECUTIVE’s business expenses which have been incurred but not reimbursed by the Separation Date, subject to substantiation prior to such date by the EXECUTIVE in accordance with the COMPANY’s expense reimbursement policies. (vi) The COMPANY agrees to provide Employee with reduce the following: (i) A payment to equal to Restrictive Covenant period from one (1) times year to six (6) months after the ExecutiveSeparation Date. b. On the Effective Date of this Agreement, the COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s then current annual Total Cash Compensation as severance pay. This severance pay next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after the Executive’s separation from service by the Company without Cause, except as otherwise provided in this Employment Agreement. For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached hereto. (ii) To c. Notwithstanding any contrary provisions of the extent that applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employee qualifies forEmployment Agreement, complies on and following the Effective Date, any outstanding stock options with respect to the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, COMPANY’s stock held by EXECUTIVE on the Employer shall pay the COBRA premiums Separation Date may be exercised until the earlier of (Ai) the expiration date of the original “Option Period” as defined under such time as Employee obtains alternative employment and becomes eligible for health insurance through his new employer and Stock Option Award Agreements (Bor such comparable defined term relating to the period of exercisability of the stock options), or (ii) eighteen the tenth (1810th) months following anniversary of the date of his separation from servicegrant 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. (iii) The vesting period d. EXECUTIVE acknowledges and agrees that she shall not be entitled any severance payment provided under this Agreement if she fails to return all assets and equipment provided to him for any unvested options, shares the performance of restricted stock, or other rights to purchase equity securities of her duties as requested by the Employer, or its subsidiaries, or respective affiliates (collectively, the “Award Shares”) 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 effective date of Employee’s separation from serviceCOMPANY. (iv) In addition, e. EXECUTIVE acknowledges that the exercise period foregoing is adequate consideration for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In consideration for of Employee’s execution of this Confidential Agreement Agreement, and General 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 “AgreementSupplemental Release”) and compliance with its termsdoes not revoke it, and in accordance with Section 5(e) of the Employment Agreement, Employer agrees to Company will provide Employee with the following: (i) A payment to equal to one (1) times following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period equivalent of twelve (12) monthsmonths of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, commencing subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later than thirty (30) days after the ExecutiveSupplemental 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 from service by separation, the Company without Cause, except 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 otherwise provided in this Agreementof the Separation Date. For avoidance of doubt, The COBRA coverage benefit will be paid on a monthly basis until the above referenced payments shall be made in accordance with earliest of: (i) twelve (12) months after the amounts and dates set forth on Schedule 2, attached hereto. Separation Date; (ii) To the extent that the date when Employee qualifies for, complies with the requirements of and otherwise remains 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 his health care insurance benefits under COBRA(i)-(iii), and the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums is permitted under on Employee’s behalf would result in a violation of applicable laws and regulationslaw, then in lieu of paying COBRA premiums pursuant to this Section, the Employer Company shall pay Employee on the last day of each remaining month of the COBRA premiums until Payment Period, a fully taxable cash payment equal to the earlier of (A) COBRA premium for such time as Employee obtains alternative employment month, less applicable federal, state and becomes eligible local payroll taxes and other withholdings required by law, 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 remainder of the Employer, or its subsidiaries, or respective affiliates (collectively, the “Award Shares”) 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 effective date of Employee’s separation from serviceCOBRA Payment Period. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. a. In consideration for of Employee’s execution 's release of this Confidential Agreement all claims and General Release (“Agreement”) other covenants and compliance with its termsagreements contained herein, and provided that Employee has not exercised any revocation rights as provided in accordance with Section 5(e) of the Employment 5 below and has not breached any covenants contained in this Agreement, Employer agrees to the Company shall provide Employee with the following:following payments and benefits (together, the "Consideration"): (i) A payment to 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 to monthly installments beginning on the date that is one (1) times month after the Executive’s then current annual Total Cash Compensation Effective Date (as severance pay. This severance pay 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 "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 paid in substantially equal monthly installments forfeited; (or such other frequency consistent with iii) If Employee timely elects COBRA continuation coverage the Company’s payroll practice then in effect Company will pay Employee's COBRA premiums (i.e., the 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 active employees at the executive levelshorter of (A) over a the period of twelve (12) monthsmonths from the Separation Date, commencing no later than thirty or (30B) days after the Executive’s separation period from service by the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached hereto. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums Separation Date until the earlier of (A) such time as Employee obtains alternative employment and becomes eligible for health insurance benefits through his new employer 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 continuation coverage rules under COBRA. Amounts paid under this Section 2(a)(iii) will be subject to tax withholding as required by applicable law; (iv) The Company will either continue Employee's disability insurance coverage or, if the Company elects, reimburse Employee for the premiums under an individual disability insurance policy that is approved in advance by the Company for the shorter of (A) the period of twelve (12) months from the Separation Date, or (B) eighteen the period from the Separation Date until such time as Employee becomes eligible for disability insurance coverage through a subsequent employer; (18v) The Company will provide Employee with his Company-issued laptop. The Company will report the current value of the laptop as regular income to Employee. b. This Agreement shall become effective on the eighth (8th) 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 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 Agreement 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 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 date that is six months following the date on which Employee's termination of his separation from serviceemployment occurs. (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 “Award Shares”) 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 effective date of Employee’s separation from service. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. 3.1 In consideration for Employee’s of PMBPC and MMBPC granting to OEDCP the Option, OEDCP is paying $100,000 to each of PMBPC and MMBPC contemporaneously with the execution of this Confidential Agreement Agreement. If the Option is exercised, the $100,000 paid to each of MMBPC and General Release (“Agreement”) PMBPC shall be applied to the purchase price to be paid to each of MMBPC and compliance with PMBPC by OEDCP for the Additional Partnership Interest. 3.2 If the Option is not exercised, PMBPC and MMBPC shall each retain the $100,000 paid to it and OEDCP shall cause its termsaffiliate, DIGC, and in accordance with Section 5(e) DIGC hereby agrees, as additional consideration for the granting of the Employment AgreementOption, Employer agrees to provide Employee with the following: assign to (i) A payment PanEnergy Dauphin Island Company, an affiliate of PMBPC ("PDI"), a one percent interest in Dauphin Island Gathering Partners ("DIGP"), to equal be conveyed out of the interest in DIGP to one be received by DIGC on the occurrence of "PDI Payout" (1as such term is defined in the Fourth Amended and Restated General Partnership Agreement for Dauphin Island Gathering Partners (the "DIGP PARTNERSHIP AGREEMENT")) times the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after the Executive’s separation from service by the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached hereto. (ii) To MCNIC Mobile Bay Gathering Company, an affiliate of MMBPC ("MMBGC"), a one percent interest in DIGP, to be conveyed out of the extent that interest in DIGP to be received by DIGC on the Employee qualifies for, complies occurrence of "MMBGC Payout" (as such term is defined in the DIGP Partnership Agreement). OEDCP shall not be required to cause DIGC to assign to PDI or MMBGC an interest in DIGP as a result of the termination of the Option on the giving of a Withdrawal Notice by OEDCP. 3.3 Contemporaneously with the requirements execution of this Agreement, DIGC, PDI and otherwise remains eligible MMBGC, are negotiating for continuation an amendment of his health care insurance benefits under COBRAthe DIGP Partnership Agreement. The drafts of the amendment to the DIGP Partnership Agreement that have been circulated to the relevant parties contemplate the admission of additional partners and a reduction of the interest of DIGC in DIGP both before and after "payout." If additional partners are admitted to DIGP, whether pursuant to an amendment to the DIGP Partnership Agreement substantially similar to the current drafts of such amendment or otherwise, any interest in DIGP that may be assigned to each of PDI and payment MMBGC pursuant to Section 3.2 of COBRA premiums is permitted under applicable laws and regulationsthis Agreement (i) with respect to PDI, the Employer shall pay the COBRA premiums until the earlier of be assigned only (A) such time as Employee obtains alternative employment and becomes eligible for health insurance through his new employer out of the increased interest in DIGP that DIGC receives after "payout" with respect to PDI and (B) eighteen after "payout" has occurred with respect to all DIGP partners other than MMBGC; (18ii) months following with respect to MMBGC, shall be assigned only (X) out of the date of his separation from service. increased interest in DIGP that DIGC receives after "payout" with respect to MMBGC and (Y) after "payout" has occurred with respect to all DIGP partners other than PDI; and (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 “Award Shares”) that were previously awarded to Employee pursuant to any Plan shall be accelerated, and any unvested Award Shares awarded reduced in the same proportion that the 14% interest in DIGP that DIGC will receive after "payout" has occurred with respect to Employee shall become fully vested effective immediately prior to the effective date of Employee’s separation from serviceall DIGP partners is reduced. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In consideration for Provided Employee has timely executed this Agreement without alteration and complies with its terms (including the cooperation provisions), the Company agrees to provide to Employee the following severance benefits: a. Company will pay Employee severance payment in the amount equal to Employee’s Base Salary as defined in the Employment Agreement (on the basis of an annual salary of $325,000 per year (equal to $27,083.33 per month)) through December 31, 2022, subject to applicable taxes and withholdings. The applicable payment hereunder will commence paid by direct deposit to Employee’s bank account over usual payroll dates within 10 business days after the later to occur of the following (i) Company’s receipt of an original of this Agreement signed by the Employee, with Employee’s waiver of the remainder of the 47-day period provided below; and (ii) the eighth day after the execution of this Confidential Agreement, with Employee not exercising the right to revoke this Agreement during the 7-day revocation period provided below. This Agreement may not be signed until after Employee’s last day of employment and General Release (“Agreement”) and compliance with its terms, and in accordance with Section 5(e) must be executed within 47 days from the date this Agreement was first presented to Employee. b. Per the terms of the Employment Agreement, Employer agrees to provide Employee with the following: (i) A payment to equal to one (1) times the ExecutiveCompany will reimburse Employer’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with share of group health plan benefits premiums under the Company’s payroll practice then in effect plan for active employees at the executive level) over a 12-month period of twelve (12) months, commencing no later than thirty (30) days after the Executive’s separation from service by the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached hereto. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (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 termination per the terms and conditions provided for in the Employment Agreement. Further, to receive reimbursement, Employee must submit to Company on a monthly basis copies of the premium invoice from servicethe COBRA administrator and proof of timely payment of premium and continuation of benefits. The Employee’s share of COBRA benefits premiums will be adjusted for the new plan year beginning January 1, 2022. c. The Employee will receive a Cash Bonus (iiiwithout pro rotation) as defined in the Employment Agreement for the calendar year 2021, based on the actual performance and as if he was employed for the entire 2021 year, if any, and shall be paid at the same time in 2022 that bonuses are paid to active employees of the Company. d. The vesting period for any unvested options, Employee’s outstanding stock option awards (“Option Awards”) to acquire shares of restricted stock, or other rights to purchase equity securities Class A Common stock of the Employer, or its subsidiaries, or respective affiliates vTv Therapeutics Inc. (collectively, the “Award SharesvTv”) that which were previously awarded scheduled to Employee pursuant to any Plan vest in December 2021 (83,333 options) shall be accelerated, and any unvested Award Shares awarded to Employee shall become fully vested effective immediately prior to on the effective date of Employee’s separation from service. (iv) Separation Date. In addition, notwithstanding anything in the exercise period for Option Awards to the contrary with respect to a termination of employment, any previously unexercised vested Options (including those that vest on the Separation Date) held by Employee to exercise any Award Shares shall be extended one exercisable until the last day of the Option Period (1) additional year beyond which for the avoidance of doubt shall in no event be more than the tenth anniversary of the date Employee’s right to exercise would expire absent this Agreementof grant) or such earlier date, if a Change in Control occurs and all unvested Options shall be forfeited as of the Separation Date. (v) Employer shall take all steps reasonably available to it to have the Board of Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In consideration for of Employee’s execution acceptance of the terms of this Confidential Agreement and General Release (“Agreement”) and compliance with its terms, and in accordance with Section 5(e) of the Employment Agreement, Employer agrees to will provide Employee with consideration, to which Employee would not otherwise be entitled, described in this Section 3. a. Employer will pay Employee five hundred thousand dollars ($500,000.00), less any required deductions or withholdings, to be paid to Employee in four equal installments with the following: (i) A first payment to equal be made on Employer’s first payroll period following the Effective Date, and the remaining three payments to one (1) times the Executivebe made no later than Employer’s then current annual Total Cash Compensation as severance payfirst payroll period in October 2020, January 2021, and April 2021. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of amount is equivalent to twelve (12) monthsmonths of Employee’s current base salary ($380,839.68) plus an amount Employer determined to provide Employee as additional consideration for the covenants Employee makes in this Agreement and in order to provide Employee a form of incentive based compensation that Employee may have enjoyed given Employee’s participation in Employer’s Annual Incentive Plan (“AIP”) and notwithstanding the impact the pandemic has had on achievement of performance metrics set forth in the 2020 AIP. b. Provided that Employee timely elects continuation health insurance coverage under COBRA, commencing Employer shall pay Employee’s full monthly health and dental insurance premiums (i.e., employer and employee share) from the Separation Date until December 30, 2020 (the “Continuation Period”), subject to the following terms and conditions. Employee agrees and acknowledges that Employer is only obligated to make premium payments for continuation of the same types and levels of coverage and for the same dependents that Employee had as of Employee’s Separation Date and Employee shall remain responsible for all other costs under the plan. If (i) Employee obtains health insurance coverage from a subsequent employer, (ii) Employee discontinues COBRA continuation coverage and/or (iii) that coverage is cancelled at any point during the Continuation Period, the Company shall have no later than thirty further obligations under this subsection. c. Employer will transfer to Employee title to the company car that Employer provided to Employee (302019 Lincoln Nautilus Reserve, AWD, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ with an approximate value of $38,000)(“Company Car”), provided however that Employer shall include the value of the Company Car in Employee’s taxable wages and Employer shall have the right to deduct any tax and withholding applicable to the taxable value of the Company Car. Upon transfer of title, Employee is required to promptly take all necessary steps to transfer ownership responsibility (to include insurance) days after from Employer to Employee. d. Employer makes no representations to Employee regarding the Executive’s separation 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 service the amounts paid (including Social Security and Medicare). Employee agrees to defend, indemnify, reimburse and hold Employer harmless for any and all taxes, contributions, withholdings, fees, assessments, interest, costs, penalties and other charges that may be imposed on Employer by the Company without CauseInternal Revenue Service, except 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 otherwise provided amended, and the Treasury Regulations and other official guidance promulgated and issued thereunder, and this Agreement shall be administered and interpreted consistent with that intent. e. Whether or not Employee signs this Agreement, Employer will continue to pay regular wages and employment related benefits through the Separation Date and payout of accrued but unused paid time off in accordance with Employer policy. Except as described below, all employment-related benefits shall cease on June 30, 2020. f. Employee agrees that Employee is not entitled to any other compensation, commissions, bonus, stock award or benefits of any kind or description from Employer, its employees, agents, representatives, successors, assigns, affiliates, parents, or related companies, or from or under any employee benefit plan or fringe benefit plan sponsored by Employer, its successors, assigns, affiliates or related companies, other than as described in this Agreement. For avoidance , 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, that upon receipt of doubtpayments described in this Section 3, Employee has received regular wages, employment related benefits, accrued and unused paid time off through the above referenced payments shall be made Separation Date, all of which were paid in accordance with the amounts Employer’s regular payroll schedule and dates set forth on Schedule 2benefit policies and practices. The compensation Employee receives as part of this Agreement as outlined in this Section 3 includes all compensation, attached hereto. (ii) To the extent that the Employee qualifies forbonus, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRAcommissions, and payment of COBRA premiums is permitted under applicable laws and regulations, other payments that would have been owed to the Employer shall pay the COBRA premiums until the earlier of (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 “Award Shares”) that were previously awarded to Employee pursuant to any Plan shall be accelerated, and any unvested Award Shares awarded to incentive plan that Employee shall become fully vested effective immediately prior was a participant in. Pursuant to the effective date terms of Employee’s separation from service. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the date Employee’s right to exercise would expire absent this Agreement, Employee is entitled to no other compensation, commission, bonus, stock award, benefit, or other form of compensation. (v) Employer shall take all steps reasonably available to it to have the Board of Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In consideration for Employee’s execution of signing and delivering to ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ the letter from Employee in the form attached hereto as Exhibit "A" and this Confidential Agreement and General Release (“Agreement”and not revoking such Agreement and General Release) and in compliance with its terms, and in accordance with Section 5(e) of the Employment Agreementpromises made herein, Employer agrees to provide Employee with the followingfollowing within ten (10) business days after the revocation period described in Section 4 of this Agreement expires: (i) a. A lump sum severance payment to equal to one (1) times Employee in the Executive’s then current annual Total Cash Compensation as severance payamount of $262,500.00, less lawful deductions. This severance pay amount includes payment for any accrued but unused vacation or other time off. This payment shall be paid 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 substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect Employer's group health and dental programs for active employees at the executive level) over a period of twelve one month (12) monthsi.e., commencing no later than thirty (30) days after the Executive’s separation from service by the Company without Causethrough December 31, except as otherwise provided in this Agreement2004), or until Employee obtains comparable coverage, whichever is earlier. For avoidance of doubtThereafter, the above referenced payments Employee shall be made in accordance with the amounts and dates set forth on Schedule 2, attached hereto. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits entitled to continue such coverage under COBRA, at his or her own expense and payment being responsible for the entire applicable COBRA premium for the remainder of the applicable COBRA premiums is permitted under applicable laws and regulationsperiod. 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 shall pay agrees to characterize the COBRA premiums until the earlier of (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 “Award Shares”) 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 effective date of Employee’s separation from service's employment as a voluntary resignation by Employee. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

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 for Employee’s execution promises set forth in this Agreement, including the release set forth in Section 4 of this Confidential Agreement; and (c) the release of claims by the Company set forth in Appendix B to this Agreement and General Release (“the vesting of 540 Unvested RSUs is adequate consideration for Employee’s release set forth in Appendix A of this Agreement”) and compliance with its terms. 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 retain any rights Employee may otherwise have to medical, dental, and vision benefits continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended, or other applicable law (which rights will be explained in accordance with Section 5(e) of greater detail in a separate notice provided to Employee), and will be paid all compensation and benefits earned through the Employment AgreementSeparation Date, Employer agrees to provide Employee with the followingas follows: (ia) A payment to equal to one (1) times accrued but yet unpaid base salary earned through the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall Separation Date will be paid in substantially equal monthly installments on the first payroll date following the Separation Date; (or such other frequency consistent with b) any unused vacation accrued through the Company’s payroll practice then in effect for active employees at Separation Date; (c) reasonable business expenses incurred, but not paid prior to, the executive level) over a period of twelve Separation Date will be reimbursed within forty-five (12) months, commencing no later than thirty (3045) days after the Executive’s separation from service by Separation Date; and (d) any accrued but unpaid Tax Equalization Policy obligations of the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments shall will be made paid in accordance with the amounts and dates set forth on Schedule 2, attached heretosuch policy. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (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 “Award Shares”) 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 effective date of Employee’s separation from service. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In consideration for Employee’s execution of this Confidential Agreement and General Release (“Agreement”) and compliance accordance with its termsthe Offer Letter, and in accordance with Section 5(e) consideration of the Employment terms, representations, promises, waivers and releases contained in this Agreement, Employer agrees to the Company will provide Employee Executive with the following: following payments and benefits, conditioned upon (i) Executive’s execution and return to the Company of the Release no earlier than the Separation Date and no later than twenty-one (21) days following the execution date hereof, and (ii) Executive’s not revoking, or attempting to revoke the Release prior to the “Effective Date” (as defined in the Release): a. A severance payment to in the amount of $256,266.00, minus all tax withholdings required by law and other authorized deductions, which amount is equal to one (1) times the nine months of Executive’s then current annual Total Cash Compensation base salary, as severance pay. This severance pay shall in effect immediately prior to the Separation Date, to be paid in substantially equal monthly installments a lump sum on February 22, 2013. b. Executive shall receive his annual incentive bonus (or such the “Annual Bonus”) for 2012 and prorated for 2013 which is in the amount of $235,300.46, minus all tax withholdings required by law and other frequency consistent authorized deductions, to be paid on February 22, 2013. c. Certain Restricted Stock Units (“RSUs”) granted to Executive pursuant to the ▇▇▇▇▇▇ Resources, Inc. 2010 Stock Incentive Plan (the “Plan”) that are unvested and unexpired on the Separation Date and that otherwise would have vested (solely by virtue of your continued employment with the Company’s payroll practice then in effect ) shall vest time-prorated for active employees at the executive level) over a period of twelve employment, which vesting shares (12“Shares”) monthstotal 71,474 shares, commencing no later than thirty (30) days after the Executive’s separation from service by and as soon as administratively practicable the Company without Cause, except as shall thereupon cause to be issued fully paid and non-assessable Shares of ▇▇▇▇▇▇ common stock to the Executive with respect to the vesting RSUs. The Company will withhold Shares otherwise provided in this Agreement. For avoidance issuable upon vesting of doubt, the above referenced payments shall be made RSUs in accordance with prior practice to satisfy tax withholdings required by law and other authorized deductions on account of the amounts vesting of the RSUs and dates set forth on Schedule 2, attached heretodelivery of the shares of common stock to Executive. d. Certain Stock Options granted to you pursuant to the Plan to purchase ▇▇▇▇▇▇ common stock that are unvested and unexpired on the Separation Date and that otherwise would have vested (ii) To the extent that the Employee qualifies for, complies solely by virtue of your continued employment with the requirements Company) shall vest time-prorated for the period of employment during such year, which vesting Stock Options total 18,618 Stock Options exercisable at $2.42 per share granted on March 5, 2010, such Stock Option are non-forfeitable and immediately exercisable as of the Separation Date continuing until January 25, 2014, at which time all unexercised Stock Options granted to Executive shall expire. e. You shall pay 10% and the Company shall pay 90% of the premiums otherwise remains payable by you and your eligible dependents under Company provided coverage for health benefits through January 25, 2014 (or until such earlier time as Executive ends his participation in such coverage) provided you elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of his health care insurance benefits 1985, as amended (“COBRA”), within the time period prescribed under COBRA. You hereby instruct the Company to take the 10% of the premium portion payable by you from the cash severance payment described above in Section 2 a. Commencing January 26, and 2014, you will be responsible for the payment of any COBRA premiums. The Company will not reimburse you for any taxable income imputed to you because the Company has paid your COBRA premiums is permitted under or those of your eligible dependents. f. Executive’s 401(k) retirement plan contributions have been or will be made for the period ending on the Separation Date. As required by applicable laws ERISA and 401(k) Plan rules and regulations, the Employer Company’s matching obligations and the Executive’s participation in the Company’s 401(k) Plan will cease on or before February 22, 2013. Executive instructs the Company to take from the severance payment described above in 2 a. the maximum contribution which Executive can make for 2013 and the Company shall pay make matching contributions by the COBRA premiums until the earlier of (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 end of the Employer, first quarter of 2013. Nothing in this Agreement is intended to alter or its subsidiaries, or respective affiliates (collectively, the “Award Shares”) that were previously awarded to Employee pursuant modify Executive’s right to any benefit to which Executive is entitled under the Company’s 401(k) Plan shall be accelerated, and any unvested Award Shares awarded to Employee shall become fully vested effective immediately prior to the effective date Separation Date. All such contributions are and shall remain subject to the terms of Employeesuch plan and Executive’s separation from servicerights thereunder, as well as all applicable ERISA and Internal Revenue Service statutes, rules and regulations. g. The Company shall retain Executive as a consultant as an independent contractor after the Separation Date (ivthe “Consulting Period”) In additionto perform such services commensurate with his status and experience as may be reasonably requested in writing by the Company (the “Consulting Arrangement”) for a monthly retainer of $10,000, which shall be payable in arrears on the last day of each month. The Executive shall provide consulting services to Company as needed and when reasonably requested, provided that, without his prior consent, Executive shall not be required to devote more than 50 hours in any calendar month to the performance of any consulting services hereunder. The Executive shall also be reimbursed for direct, ordinary and reasonable business expenses accounted to the Company related to travelling to Long Beach, CA from Bakersfield, CA, if necessary during the Consulting Period, with mileage from any use of Executive’s personal vehicle reimbursed at the current rates established by the U.S. Internal Revenue Service. The Company shall use its reasonable best efforts not to require the performance of consulting services in any manner that unreasonably interferes with any other business activity of the Executive. Either the Company or Executive may terminate the Consulting Arrangement at any time at its option upon 5 days advanced written notice to the other party. During the Consulting Period, the exercise period Company will make an office available to Executive on a month-to-month basis, which arrangement can be terminated upon 5 days advanced written notice to Executive by the Company. h. Other than as specifically provided for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the date Employee’s right to exercise would expire absent in this Agreement, Executive represents, warrants and acknowledges that the Company owes Executive no wages, salaries, commissions, bonuses, sick pay, personal leave pay, severance pay, vacation pay or any other compensation, benefits, payments or remuneration of any kind or nature. (v) Employer shall take all steps reasonably available to it to have the Board of Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In consideration for Employee’s execution of Employee signing this Confidential Agreement and General Release (“and complying with it and the terms of her Employment Agreement”, CuraGen agrees upon the Separation from Service Date: a) To pay to Employee the lump sum amount of $223,660 less applicable taxes and compliance with its termswithholdings, solely on account of involuntary severance as soon as administratively practicable following satisfaction of the conditions for payment specified in paragraph 3 and 4.c., but no later than sixty days after the Separation from Service Date. b) If Employee properly and timely elects to continue coverage under the Company’s group health plan in accordance with Section 5(ethe plan’s COBRA continuation requirements, CuraGen will cause the cost of COBRA coverage for the Employee (and her eligible covered dependents) to be adjusted such that the Company shall pay premiums at the same percentage as if the Employee were still then actively employed for a period commencing on the Employee’s Separation from Service Date, and ending on the earlier of either January 31, 2009, or the date on which the Employee becomes eligible to participate in any other employer sponsored group health plan, all as provided under Paragraph 11(C) of the Employment Agreement. Thereafter, Employer agrees Employee shall be entitled to provide continue such COBRA coverage for the remainder of the COBRA period at her own expense. c) The salary continuation and other benefits payable to Employee with are conditioned upon the occurrence of the following: (i) A payment to equal to one (: 1) the Company’s receipt of Employee’s executed Agreement and General Release; 2) the expiration of the seven day revocation period set forth below; and 3) the Company’s receipt of the letter signed by Employee in the form attached hereto as Exhibit A more than seven (7) calendar days after the execution of the Agreement and General Release. d) In the event that a Change in Control (as defined in Section 10 of the Employment Agreement) occurs within twelve months of the Employee’s Separation from Service Date, then Employee shall be entitled to an additional $223,660 paid ratably over a 12 month period, which shall commence on January 1, 2009, an additional two times the ExecutiveEmployee’s then current target annual Total Cash Compensation bonus, based on her compensation immediately prior to her Separation from Service and paid in a lump sum in January 2009, together with up to an additional 12 months of employer paid COBRA continuation coverage (or if applicable, payments in lieu thereof), all as severance payprovided in Section 11(D) of the Employment Agreement. This Notwithstanding anything in this Plan to the contrary, CuraGen and Employee may mutually agree to pay all or a portion of the Employee’s severance pay benefits specified in this paragraph 4.d. prior to the time specified in this Agreement, but only to the extent such acceleration is not prohibited under Code Section 409A. e) The provisions of this paragraph 4 shall constitute an election as to form of payment in accordance with Section 3.02 of IRS Notice 2006-79, as subsequently may be modified, and a modification of the applicable provisions of the Employment Agreement to permit such election and to restrict the events on which such severance shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after the Executive’s separation from service by the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached heretoto involuntary severance. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (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 “Award Shares”) 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 effective date of Employee’s separation from service. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In consideration for Employee’s execution of signing this Confidential Agreement and General Release (“Agreement”) and compliance complying with its terms.Employer agrees: a. to pay Employee an amount equal to $110,027, and payable ratably in equal installments over a six month period (the “Severance Period”) in accordance with Section 5(e) of Employer’s regular payroll practices, commencing on the Employment Agreementfirst payroll date after August 8, Employer agrees 2011 (the “Payment Date”); b. if Employee properly and timely elects to provide Employee with continue medical, dental and vision coverage under the following: following plans: (i) A payment to equal to one BlueCross BlueShield PPO7200, and (1ii) times the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) monthsAetna Passive PPO, commencing no later than thirty (30) days after the Executive’s separation from service by the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached hereto. (ii) To the extent that the Employee qualifies for, complies with the continuation requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the same portion of the premium for such coverage that it paid during Employee’s employment for the duration of the Severance Period. Thereafter, Employee shall be entitled to elect to continue such COBRA premiums coverage for the remainder of the COBRA period, at Employee’s own expense, subject to the provisions of the American Recovery and Reinvestment Act of 2009. c. to grant to Employee 33,241 shares of common stock, par value $0.005 per share, of Employer (the “Common Stock”) for a purchase price of $0 pursuant to The Cleveland BioLabs, Inc. Equity Incentive Plan within three (3) business days following the Payment Date (the “Common Stock Grant”); and d. notwithstanding the provision of any option agreement between Employer and Employee to the contrary, to extend the period during which Employee may exercise any non-qualified stock option that has been previously granted to Employee that is fully vested and outstanding (and that has not been previously forfeited or exercised) as of July 31, 2011 until the earlier of (A) such time as Employee obtains alternative employment and becomes eligible for health insurance through his new employer and (B) eighteen (18) months following July 30, 2014 or the date that the option expires by its terms. Employee acknowledges that Employer may make customary and usual payroll deductions from all amounts paid hereunder. Employee shall make arrangements satisfactory to Employer regarding the payment of his separation from service. (iii) The vesting period for any unvested optionsfederal, shares state, local or foreign taxes of restricted stockany kind required by law to be withheld with respect to the Common Stock Grant. Withholding obligations may be settled with Common Stock, including Common Stock granted pursuant to the Common Stock Grant. In the event that Employee has not provided Employer with notice in writing by August 8, 2011 to the effect that Employee will provide Employer payment of the amount, if any, deemed necessary by Employer in its reasonable discretion to enable Employer to satisfy the minimum federal, foreign or other rights tax withholding or similar obligations of Employer with respect to purchase equity securities the Common Stock Grant or in the event Employee provides such notice but does not deliver payment of the Employer, or its subsidiaries, or respective affiliates (collectively, the “Award Shares”) that were previously awarded appropriate amount to Employee pursuant to any Plan shall be accelerated, and any unvested Award Shares awarded to Employee shall become fully vested effective immediately Employer prior to the effective date of Employee’s separation from service. (iv) In additionPayment Date, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the date Employee’s right to exercise would expire absent this Agreement. (v) then Employer shall take all steps reasonably available to it to have satisfy the Board minimum federal, foreign or other tax withholding or similar obligation of Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions Employer with respect to the development Common Stock Grant by withholding the number of whole shares of Common Stock (on and valued as of the Payment Date) sufficient to satisfy such minimum withholding and other obligations. Employee agrees and understands that he is responsible for paying appropriate taxes on the consideration described above. Employee agrees to give Employer prompt notice of any governmental inquiries regarding the tax status of the consideration described above and/or this Agreement and its affiliates of any government decision or ruling relating to the tax status of this Agreement or the consideration referred to herein. In addition to the consideration, Employee will receive payment for accrued but unused vacation pay and subsidiariesbusiness expenses approved by Employer, less usual and customary payroll deductions, in his final paycheck on July 29, 2011.

Consideration. In consideration exchange for Employeethe promises made herein, the Parties agree that: a. As the Executive’s execution Final Compensation and Final Bonus pursuant to the Employment Agreement, the following described in clauses 1(a)(i) through 1(a)(iv) of this Confidential Agreement and General Release 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) and compliance with its termsThe COMPANY shall pay EXECUTIVE $1,050,000 representing the full amount of the EXECUTIVE’s 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, and 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 5(e4.8 of the Employment Agreement provided such request be made in writing and accompanied with a fair market appraisal within thirty (30) days of the Separation Date. d. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will receive a notification of COBRA rights under separate cover. Provided EXECUTIVE validly and timely elects COBRA continuation coverage, to the extent permitted by law, the COMPANY agrees to pay up to 100% of the COBRA premiums to continue medical, dental, and vision insurance coverage under the COMPANY’s group health insurance plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to thirty-six (36) months or such shorter period allowed by COBRA from the Separation Date. EXECUTIVE understands and agrees that payments made pursuant to this Paragraph 1(d) shall be included in his taxable income to the extent required to avoid adverse tax consequences on the COMPANY or EXECUTIVE with respect to reimbursements under the COMPANY’s group health insurance plan for EXECUTIVE and/or his qualified beneficiaries. EXECUTIVE and the COMPANY agree that the foregoing period of COMPANY-paid COBRA coverage shall count against, and reduce, the otherwise applicable period during which the EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) would be entitled to receive COBRA coverage that is not so paid by the COMPANY. Notwithstanding the foregoing, if the payments made pursuant to this Paragraph 1(d) would violate the nondiscrimination rules applicable to non-grandfathered plans, or would result in the imposition of penalties as determined under final regulations promulgated pursuant to the Patient Protection and Affordable Care Act of 2010 (“PPACA”), the Company shall reform Paragraph 1(d) in a manner as is necessary to comply with PPACA. e. The COMPANY agrees to pay 100% of the monthly premiums on the following life insurance policies: (i) North American Company for Life and Health Insurance Buy Sell Policy Number LB00294670, (ii) North American Company for Life and Health Insurance Buy Sell Policy Number LB02941240, (iii) MetLife Life Insurance Policy #210165127, (iv) AXA Insurance Life Insurance Policy #110009595, (v) current COMPANY-provided Basic Life and AD&D Life Insurance Policy, (vi) current COMPANY-provided Voluntary Employee Life and AD&D Life Insurance Policy, (vii) current COMPANY-provided Spouse Voluntary Life and AD&D Life Insurance Policy and (viii) current COMPANY-provided Child Voluntary Life Insurance Policy (collectively, the “Respective Policies”) for a period of up to thirty-six (36) months or such shorter period as allowed by the Respective Policy from the Separation Date, to the extent permitted by law and subject to EXECUTIVE validly electing to continue such coverage. The COMPANY agrees to change the beneficiaries of the Respective Policies listed in (iii) and (iv) above to Cayenne G▇▇▇▇▇▇. After the 36 month period expires, to the extent permitted by law and the Respective Policy, EXECUTIVE may elect, in his sole discretion, to continue to pay the monthly premiums himself in accordance with the Respective Policy. If any one or more of the Respective Policies expire, the COMPANY shall procure a substantially similar policy to replace each such expired policy for EXECUTIVE and pay 100% of the monthly premium on such policy for the remainder of the 36 month period. EXECUTIVE understands and agrees that payments made pursuant to this Paragraph 1(e) shall be included in his taxable income to the extent required by applicable law. Notwithstanding the foregoing, if the payments made pursuant to this Paragraph 1(e) would violate the nondiscrimination rules applicable to non-grandfathered plans, or would result in the imposition of penalties as determined under final regulations promulgated pursuant to PPACA, the Company shall reform Paragraph 1(e) in a manner as is necessary to comply with PPACA. f. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant to Section 4.3 or Section 4.9 of the Employment Agreement, Employer agrees on and following the Effective Date, any outstanding stock options with respect to provide Employee with the following: COMPANY’s stock held by EXECUTIVE on the Separation Date (i) A payment to equal to one (1) times the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent fully vested with EXECUTIVE and exercisable to the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after the Executive’s separation from service by the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts extent not previously vested and dates set forth on Schedule 2, attached hereto. exercisable; and (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums may be exercised until the earlier of (Aa) the expiration date of the original “Option Period” as defined under such time as Employee obtains alternative employment and becomes eligible for health insurance through his new employer and Stock Option Award Agreements (Bor such comparable defined term relating to the period of exercisability of the stock options), or (b) eighteen the tenth (1810th) months following anniversary of the date of his separation from servicegrant 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 vesting period for any unvested options, shares of restricted stock, or other rights EXECUTIVE grants the COMPANY a one-time call right to purchase from EXECUTIVE up to $2,700,000 of EXECUTIVE’s equity securities of interest in the Employer, or its subsidiaries, or respective affiliates COMPANY (collectively, the “Award SharesCall 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) that were previously awarded the COMPANY is permitted at such time of exercise to Employee complete the Call Repurchase pursuant to any Plan shall be acceleratedlaw, and any unvested Award Shares awarded (ii) the COMPANY receives a capital adequacy opinion satisfactory to Employee shall become fully vested effective immediately the COMPANY’s Board of Directors prior to the effective date closing of Employee’s separation from servicethe 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. (iv) In additionj. While EXECUTIVE is a member of the COMPANY’S Board of Directors, EXECUTIVE shall receive compensation and reimbursement of expenses pursuant to the exercise Company’s standard practices and procedures. For a period for Employee of 36 months after the Separation Date, subject to exercise any Award Shares shall be extended one (1) additional year beyond the date EmployeeCOMPANY’s Board of Directors right to exercise would expire absent 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. (v) Employer shall take all steps reasonably available to it to have the Board of Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. (a) In consideration for EmployeeExecutive’s execution of this Confidential Agreement and General Release (“Agreement”) and compliance with its terms, and in accordance with Section 5(e) of agreement to terminate the Employment Agreement, Employer agrees to provide Employee with fully release Company from any and all Claims as described below, and to perform the followingother duties and obligations of Executive contained herein, Company will, subject to ordinary and lawful deductions and Sections 4(b) and (c) below: (i) A payment Pay severance to Executive in the form of salary continuation for the eighteen (18) months immediately following the Separation Date (“Severance Period”). Such payments shall be made in accordance with Company’s standard pay practices in an amount equal to twenty-five thousand three hundred eighty-eight dollars and forty-seven cents ($25,388.47) per bi-weekly pay period following Executive’s Separation Date, except that no payments shall be made during the period that begins immediately after the Separation Date and ends on the earlier of (i) Executive’s death or (ii) six (6) months after the Separation 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) Pay an amount equal to Executive’s actual earned full-year bonus for 2013, pro-rated based on the number of days Executive was employed for such year on and before the Separation Date, payable at the time Executive’s annual bonus for such year otherwise would have been paid had Executive continued employment, and provide documentation to Executive supporting the bonus calculation. Payment of a pro-rated bonus hereunder will be dependent upon (x) the size of the overall bonus pool for 2013 and (y) twenty percent (20%) on Company’s 2013 revenue performance and eighty percent (80%) on Company’s 2013 adjusted EBITDA performance, in the same manner as are applicable to similarly-situated executives of the Company who participate in the annual bonus plan for 2013. (iii) Continue after the Separation 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 Separation 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. (iv) Vest in full, effective as of the date upon which the revocation period for the Release described in Section 4(b) below expires without Executive having elected to revoke the Release, all of Executive’s outstanding unvested options, restricted stock and other equity-based awards including without limitation the performance units granted to Executive on June 19, 2012. Additionally, all of Executive’s outstanding stock options shall remain outstanding until the earlier of (i) one (1) times year after the Separation 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 termination of Executive’s then current annual Total Cash Compensation as severance payemployment). (v) Payment of one (1) year of outplacement services from Executrak or an outplacement service provider of Executive’s choice, limited to $20,000 in total. This severance pay outplacement services benefit will be forfeited if Executive does not begin using such services within 60 days after the Separation Date. (vi) Pay the sum of salary continuation to Executive plus reimbursement for Company’s contribution to the cost of Executive’s benefits (not including paid time off), in lieu of sixty (60) days’ written notice of termination, for the sixty (60) days immediately following the Separation Date. Such payments shall be paid made in substantially equal monthly installments (or such other frequency consistent accordance with the Company’s payroll practice then standard pay practices in effect an amount equal to twenty-five thousand eight hundred twenty dollars and eighty-one cents ($25,820.81) per bi-weekly pay period immediately following Executive’s Separation Date. (vii) Pay to Executive an amount equal to the product of (A) any matching contribution that Executive would have received in Company’s 401(k) plan for active employees at 2013 had Executive remained employed through the executive levelend of 2013 multiplied by (B) over 1.9212 (rounded to the nearest whole cent), in a period of twelve single lump sum within thirty (1230) monthsdays after the time such matching contribution would have been contributed to Executive’s account in Company’s 401(k) plan had Executive remained employed with Company (but in any event no earlier than January 1, commencing 2014 and no later than September 15, 2014), if and only if Company elects to make matching contributions to 401(k) plan participants as a whole. (viii) Pay to Executive ten thousand two hundred sixty-three dollars and twenty-nine cents ($10,263.29) in a single lump sum within thirty (30) days after the Separation Date in lieu of the paid time off that Executive would have accrued during the sixty (60) days immediately following the Separation Date had Executive remained employed. (b) Notwithstanding anything else contained herein to the contrary, no payments shall be made or benefits delivered under this Agreement (other than any payments required to be made by Company pursuant to Section 4(a)(vi), (vii) and (viii) above and Section 5 below) unless, within thirty (30) days after the Separation Date: (i) Executive has signed and delivered to Company a Release in the form attached hereto as Exhibit A (the “Release”); and (ii) the applicable revocation period under the Release has expired without Executive having elected to revoke the Release. Executive agrees and acknowledges that Executive would not be entitled to the consideration described herein (other than that set forth in Section 4(a)(vi), (vii) and (viii) above or Section 5 below) absent execution of the Release and expiration of the applicable revocation period without Executive having revoked the Release. Any payments to be made, or benefits to be delivered, under this Agreement (other than the payments required to be made by Company pursuant to Section 4(a)(vi), (vii) and (viii) above and Section 5 below and the vesting of outstanding unvested options, restricted stock and other equity-based awards as set forth in Section 4(a)(iv) above) within the thirty (30) days after the Separation Date shall be accumulated and paid in a lump sum, or as to benefits continued at Executive’s expense subject to reimbursement, reimbursement shall be made, on the first bi-weekly pay period occurring more than thirty (30) days after the Executive’s separation from service by Separation Date, provided Executive delivers the signed Release to Company and the revocation period thereunder expires without CauseExecutive having elected to revoke the Release. (c) As a further condition to receipt of the payments and benefits in Section 4(a) above, except as otherwise provided Executive also waives any and all rights to any other amounts payable to him upon the cessation of his employment relationship with Company, other than those specifically set forth in this Agreement. For avoidance , including without limitation any severance, notice rights, payments, benefits and other amounts to which Executive may be entitled under the laws of doubtany jurisdiction and/or his Employment Agreement, and Executive agrees not to pursue or claim any of the above referenced payments shall be made in accordance with the amounts and dates payments, benefits or rights set forth on Schedule 2, attached heretoin this Section 4(c). (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (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 “Award Shares”) 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 effective date of Employee’s separation from service. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In consideration exchange for Employee’s execution 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 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 Confidential Agreement and General Release Agreement, through December 31, 2017 following the Separation Date (“Agreement”regardless of the end of any applicable COBRA period), the Company shall provide at its full cost (including by payment of premiums, by the Company on an after-tax basis) and compliance with its termscontinued health, dental, and in accordance with Section 5(e) of vision benefit coverage and life insurance coverage for the Employment AgreementExecutive and, Employer agrees to provide Employee with the following: (i) A payment to equal to one (1) times where applicable, the Executive’s then current annual Total Cash Compensation as severance payspouse and eligible dependents (the “Insurance Continuation”). This severance pay The Insurance Continuation shall be paid provided by enrolling the Executive in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then 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 active employees at as of the executive levelSeparation Date. Notwithstanding the foregoing, the benefits described in this Paragraph 6(b) over a may be discontinued prior to the end of the period of twelve (12) months, commencing no later than thirty (30) days after the Executive’s separation from service by the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubtParagraph 6(b) to the extent, but only to the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2extent, attached hereto. (ii) To the extent that the Employee qualifies for, complies with the requirements Executive receives substantially similar benefits from a subsequent employer or personal health benefit arrangement. The provision of and otherwise remains eligible health benefit coverage under this Paragraph 6(b) will be considered continuation coverage for continuation purposes of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (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 “Award Shares”) 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 effective date of Employee’s separation from service. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. (a) In consideration for Employee timely signing and not timely revoking this Agreement and complying with its terms Employer agrees: i. to pay Employee Five Hundred Sixty Seven Thousand, Six hundred and Thirty Six Dollars ($567,636), less lawful deductions, representing 12 months of compensation at Employee’s execution base rate of this Confidential Agreement and General Release (“Agreement”) and compliance with its termspay, and in accordance with Section 5(e) to be paid as continuing payments of severance pay on Employer’s regular payroll dates over the 12 months following the Effective Date of the Employment Agreement, Employer agrees ; ii. to provide Employee with outplacement services for 12 months through LHH Programs paid by the following: (i) A payment to equal to one (1) times the Executive’s then current annual Total Cash Compensation as severance payEmployer on your behalf. This severance must be initiated by Employee within 90 days of the Effective Date; and iii. assuming Employee’s proper election of and eligibility for COBRA coverage, Employer shall pay shall be paid in substantially equal monthly installments (or such other frequency consistent with on Employee’s behalf the Company’s payroll practice then in effect premium costs for active employees at COBRA continuation coverage for medical, dental and vision insurance, for the executive level) over a period earlier of twelve (12) monthsmonths from the Separation Date or when the Employee commences employment with a third party. Nothing herein shall affect Employer’s ability to modify, commencing no later than thirty (30) days terminate or otherwise change any benefit plan it has in effect at any given time, to the extent permitted by law, and such changes shall be effective immediately, including any changes to the employee share of the premium. Employee will be responsible for paying the total cost of continuing insurance coverage under COBRA before and after the Executive’s separation from service payments made by Employer and all such payments must be mailed directly to the Company without Cause, except as otherwise provided in this Agreementthird-party administrator of COBRA. For avoidance of doubt, the above referenced payments shall be made in accordance Employee must notify Employer upon commencing employment with the amounts and dates set forth on Schedule 2, attached heretoa third party. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall iv. to pay the COBRA premiums until the earlier of (fees set out in Schedule “A) such time as Employee obtains alternative employment and becomes eligible ” to this Agreement in exchange 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 “Award Shares”) 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 effective date of Employee’s separation from service. (iv) In addition, agreement to provide the exercise period for Employee services set out in Schedule “A” to exercise any Award Shares shall be extended one (1) additional year beyond the date Employee’s right to exercise would expire absent this Agreement. (vb) Employer shall take A form W-2 will be issued to Employee and all steps reasonably available to it to have the Board of Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions relevant tax authorities in relation to the development payments. Apart from the mandatory withholding which Employer is required to take, Employee acknowledges and agrees that Employee is solely responsible for all tax obligations or consequences associated with the Severance Payment being provided hereunder. Employee agrees that Employee is responsible for all applicable taxes, if any, as a result of Employer and its affiliates and subsidiariesthe receipt of these monies in Paragraph 2.

Consideration. In (a) As consideration for Employee’s execution promises made in this Agreement, including Employee’s full release of claims in Section 4 of this Confidential Agreement and General Release (“Agreement”) and compliance with its terms, and in accordance with Section 5(e) of the Employment Agreement, Employer agrees to provide Employee with the following: (i) A Employer agrees to pay Employee a payment to equal to one in the total gross amount of Six Hundred Thirty Six Thousand Four Hundred Eighty Dollars and No Cents (1$636,480.00) times (the Executive’s then current annual Total Cash Compensation as severance pay“Separation Payment”); less all required governmental payroll deductions and withholdings. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after the Executive’s separation from service by the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments The Separation Payment shall be made as soon as reasonably practicable after the Effective Date (as that term is defined in accordance with the amounts and dates set forth on Schedule 2, attached heretoSection 4 below). (ii) To the extent that the Employee qualifies forAs further consideration, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRAcommencing on January 1, and payment of COBRA premiums is permitted under applicable laws and regulations2018, the Employer shall pay for the COBRA premiums until the earlier full cost of Employee’s premium for twelve (A12) such time as Employee obtains alternative employment and becomes eligible for months of continued health insurance through his new employer coverage under SUN’s health insurance plan and the Consolidated Omnibus Budget Reconciliation Act (B) eighteen (18) months following “COBRA”), subject to the date terms, conditions and limitations of his separation from servicethat health insurance plan. Employee must make such elections and take such other actions as may be required by the health plan and applicable law in order to receive such continued coverage. (iii) As further consideration, Employer agrees to reimburse/pay Employee for Employee’s reasonable relocation expenses from Dallas, TX to a location of Employee’s choosing. Employee agrees to make such relocation prior to December 31, 2018. The vesting period relocation reimbursement shall include, if necessary, home sale loss protection on the Employee’s Dallas home and tax gross-up protection on the relocation benefits. (b) As consideration for Employee’s agreement to be bound by the restrictive covenants found in Section 6 of this Agreement as well as the specific promises and covenants of Sections 5, 6 and 11, Employer agrees to the following: (i) As further consideration, Employer agrees to pay Employee an amount equal to [100%] [NTD: AMOUNT/PERCENTAGE TO BE UPDATED AT TERMINATION DATE BASED ON TRENDING PERFORMANCE] of the Employee targeted bonus award for 2017 under the Energy Transfer Partners. L.L.C. Annual Bonus Plan (the “Bonus Plan”), which amount reflects performance achieved against stated goals under the Bonus Plan. For 2017, [100%] [NTD: TO BE UPDATED AT TERMINATION DATE BASED ON TRENDING PERFORMANCE] of Employee’s target bonus is Seven Hundred Ninety-Five Thousand Six Hundred Dollars and No Cents ($795,600.00) (the “Bonus Equivalent Award”). Employee understands and acknowledges that he is not eligible for any unvested options, shares of restricted stock, or other rights amounts under the Bonus Plan as his employment is ending prior to purchase equity securities the date awards under the Bonus Plan would otherwise be paid to employees and that the Bonus Equivalent Award received is at the full discretion of the Employer, or its subsidiaries, or respective affiliates . Payment of the Bonus Equivalent Award shall be made within ten (collectively, 10) business days of the “Award Shares”Effective Date. (ii) that were previously SUN shall cause the Employee’s unvested restricted units/phantom units (as described below) awarded to the Employee pursuant to any the terms of the Second Amended and Restated Energy Transfer Partners, L.P. 2008 Long Term Incentive Plan (the “ETP 2008 Unit Plan”), and the Sunoco LP 2012 Long-Term Incentive Plan (“SUN Unit Plan”) to be accelerated in their vesting in accordance with the vesting schedule set forth below. After giving effect to the restricted units/phantom units that vested on December 5, 2017, Employee has outstanding awards under the ETP 2008 Unit Plan of 12,000 restricted units and 183,080 restricted phantom units under the SUN Unit Plan that are otherwise not scheduled to vest until after the Employee’s termination of employment (collectively the “Accelerated Vesting Units”). In connection with this Agreement and Section 2(b)(i) hereof, ETE shall or shall cause the Accelerated Vesting Units to accelerate and fully vest as follows: Within in ten (10) business days after the Effective Date: (a) 6,000 restricted units under the ETP 2008 Unit Plan; and (b) 91,540 restricted phantom units under the SUN Unit Plan. As of January 1, 2019: (a) 6,000 restricted units under the ETP 2008 Unit Plan; and (b) 45,770 restricted phantom units under the SUN Unit Plan. As of January 1, 2020: (a) 45,770 restricted phantom units under the SUN Unit Plan. For purposes of the rest of this Section and Section 6 the Accelerated Vesting Units shall be acceleratedreferred to as the (“Restrictive Covenant Units”). Employee understands and acknowledges that the acceleration of the Restricted Covenant Units is a taxable event on each of the accelerated vesting dates and will be subject to applicable government withholdings. Employee further understands and acknowledges that Employer will satisfy Employee’s statutorily applicable governmental withholding obligation through the sale and withholding of accelerated restricted common/phantom units. Employee further acknowledges and agrees that each of the accelerated vesting events with respect to the Restricted Covenant Units is completely and fully predicated on Employee’s continued compliance with this Agreement, specifically Section 5, 6, and 11 as well as the terms and conditions of the Consulting Agreement. Employee also understands and acknowledges that Employee would not otherwise be eligible for accelerated vesting of the Restrictive Covenant Units, or payment of any amounts, under the ETP 2008 Unit Plan and/or the SUN Unit Plan as all of the applicable long-term incentive plans require continuing employment on the vesting dates of the awards in order to receive them. Notwithstanding the foregoing, Employer agrees that in the event (i) there is a change in control of Sunoco GP, LLC, other than to an affiliate of Energy Transfer Equity, L.P. (“ETE”); or (ii) SUN common units are no longer publicly traded, any unvested Award Shares awarded to Accelerated Vesting Unit shall accelerate within ten (10) business days of the change of control or delisting, as applicable. Employee shall become fully vested effective immediately prior specifically acknowledges and agrees that the provisions contained in Section 5, 6 and 11 are material inducements to the effective date Employer providing the compensation described in Section 2(b) above. Employee also specifically agrees and acknowledges that he will not seek to or raise as part of Employee’s separation from service. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the date Employee’s right to exercise would expire absent this Agreement. (v) Employer shall take all steps reasonably available to it judicial or administrative process to have the Board of Directors of TerreStar Corporation issue a resolution acknowledging restrictive covenants found in Section 6 as well as promises and covenants in Sections 5, 6 and 11 to be determined to be invalid or unenforceable for any reason. The consideration given to Employee hereunder is expressly and completely conditioned upon Employee’s contributions full compliance with the terms and conditions set forth in this Agreement. Notwithstanding anything in this Agreement to the development contrary, and in addition to any and all other remedies and alternatives which may be available at law or in equity, in the event of a breach of the provisions of this Agreement by Employee, Employer and may (in its affiliates and subsidiariessole discretion) cease without further obligation to Employee to make any of the remaining payments set forth in this Section 2.

Consideration. In As a material inducement to and in consideration for Employee’s execution Employee entering into this Release, and subject to the terms and conditions of this Confidential Agreement Release, the Severance Plan and General Release (“the Participation Agreement”) and compliance with its terms, and the Company agrees as follows: a. As a substitute for the cash severance benefit set forth in accordance with Section 5(e2(a)(1) of the Employment Participation Agreement, Employer agrees Employee shall continue to provide Employee with the following: (i) A payment to equal to one (1) times the Executive’s then receive her current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect base salary for active employees at the executive level) over a period of twelve (12) 18 months, commencing no later than thirty on the first payroll period following the effective date of this Release, subject to the terms and provisions (30including the form of and conditions required for full payment) days after of the Executive’s separation from service by Participation Agreement and the Severance Plan. b. Provided Employee is eligible for, and timely elects, COBRA continuation coverage, the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, will pay the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached hereto. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment full amount of COBRA premiums is permitted under applicable laws as set forth in Section 2(a)(3) of the Participation Agreement for a period of up to 15 total months, subject to the terms of the Participation Agreement and regulations, the Employer shall pay the COBRA premiums until the earlier of (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 servicePlan. (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 “Award Shares”) that were previously awarded to Employee pursuant to any Plan shall be accelerated, and any unvested Award Shares awarded to c. Employee shall become fully vested in the stock options and equity compensation awards to the extent shown on Exhibit A under the column entitled “Shares Accelerated Pursuant to Severance Plan & Participation Agreement”, pursuant to the terms of Section 2(a)(2) of the Participation Agreement. Following the Separation Date and taking into account the vesting acceleration described in the foregoing sentence, Employee shall be vested in Employee’s stock 198183625 v3 options and equity awards to the extent shown on Exhibit A under the column entitled “Total Vested Shares as of Separation Date”, and Employee shall cease to vest in any further stock options and equity compensation awards and all stock options and equity awards (whether vested or unvested) will terminate pursuant to their terms. Notwithstanding the foregoing, effective immediately prior to the effective date 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 May 5, 2020, subject to earlier termination in the event of a change in control or corporate transaction as set forth in the terms of the equity incentive plan under which the equity awards were granted. Employee understands and agrees that, with respect to any of Employee’s separation from serviceoptions that qualify as of immediately prior to the Separation Date as “incentive stock options” under Section 422 of the Internal Revenue Code of 1986, as amended (“ISOs”), the amendment of Employee’s stock options to extend the post-termination exercise period will immediately disqualify the “ISO” status of such ISOs that are “in the money” (i.e., have an exercise price per share less than the value of the Company’s common stock) and, with respect to any such ISOs that are not in the money, will re-start the ISO holding period for such ISOs. By executing this Release, Employee consents to the amendment of her ISOs to extend the post-termination exercise period and accelerate the ISOs to the extent described in Exhibit A and Employee expressly acknowledges that Employee has consulted with her tax advisors regarding these tax implications or has knowingly and voluntarily declined to do so. Except to the extent provided in this Section 2(c), the Employee’s stock 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. (iv) In addition, d. Employee acknowledges that she is not eligible for the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond severance benefits described in this Section 2 in the date Employee’s right to exercise would expire absent absence of her execution and non-revocation of this AgreementRelease. (v) Employer shall take all steps reasonably available to it to have the Board of Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In consideration for Employee’s execution of this Confidential Agreement and General Release (“Agreement”) and compliance with its terms, and in accordance with Section 5(e) of the Employment Agreement, Employer agrees to provide Employee with the following: (i) A payment to equal to one (1) times any Accrued Current Compensation, (2) an aggregate amount equal to the product of the Executive’s then then-current annual Total Cash Compensation 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 severance pay. This severance pay shall be paid the “Severance Compensation”) less applicable income and employment tax withholding payable in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) months. Notwithstanding the forgoing, commencing the first $460,000 of these monthly installment payments shall be payable to the Executive on the date that this Agreement becomes effective and irrevocable and no later than thirty additional payment shall be made during the six (306) days after month period beginning on the date of the Executive’s separation from service by service. The portion of the Company monthly payments otherwise payable during this six (6) month period shall accrue without Causeinterest and shall be made on the first payroll date that is after the end of the six (6) month period. Thereafter, except as 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 provided be payable in this Agreementmonthly installments in 2009 shall instead be paid in a lump sum payment on the first payroll date occurring after January 1, 2009. For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached hereto. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (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 “Award Shares”) 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 effective date of Employee’s separation from service. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In As good consideration for Employee’s execution execution, delivery, and non-revocation of this Confidential Agreement and General Release (“Agreement”) and full compliance with its termsthe terms hereof, and in accordance with Section 5(e) of the Employment Agreement, Employer agrees to Company shall provide Employee with the following: (ia) A payment to equal to one of $200,000 (1less applicable withholdings and deductions) times the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially twelve equal monthly installments commencing on the next regularly scheduled paydate following the Effective Date (or such other frequency consistent with defined below) and payable on the Company’s payroll practice then in effect for active employees at the executive level) over a period last business day of twelve (12) months, commencing no later than thirty (30) days after the Executive’s separation from service by the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached hereto.each month thereafter; (iib) To the extent that the Employee qualifies for, complies reimbursement of expenses totaling $500.89 together with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations$11,423.00 representing all unused accrued vacation days, payable on the Employer shall pay the COBRA premiums until the earlier of (A) such time as Employee obtains alternative employment and becomes eligible for health insurance through his new employer and (B) eighteen (18) months next regularly scheduled paydate following the date of his separation from service.Effective Date; (iiic) The vesting period for any unvested options, shares of restricted stock, or other rights to purchase equity securities a pro rata portion of the Employer, or its subsidiaries, or respective affiliates (collectively, the “Award Shares”) that were previously Restricted Shares awarded to Employee pursuant to any Plan 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 “Vested Restricted Shares”). Employee shall sell the Vested Restricted Shares only during the 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 accelerateddelivered, within three (3) business days following the Effective Date (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 unvested Award 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 to all or the portion of such 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, and to be applied against, the option exercise. Except as set forth herein, all other Restricted Shares previously awarded to Employee 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 become 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 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 vested effective immediately 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 not seek anything further from the Released Parties. Employee acknowledges that (i) the Company may, at any at any time prior to the effective date expiration of the VRS or VO Sale Period, as applicable, release information pertaining to the Company and its business (including its earnings) that may have a negative impact on the 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 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 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 any way, directly or 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 escrow of the Escrowed Funds in accordance with the terms of this Agreement and Exhibit B and (iv) relating to the market price of the Company’s Common Stock and the purchase price from the sale of the Vested Restricted Shares and the Vested Underlying Option Shares. Employee intends to effect, to the maximum extent permitted by law, a complete and knowing waiver of Employee’s separation from servicerights as set forth in this paragraph. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In consideration for Employee’s execution addition to the benefits set forth in Paragraph 1 of this Confidential Agreement, and for, and in consideration of, the 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 General Release (“Inventions Agreement”) and compliance with its terms, and this Agreement becoming effective and irrevocable in accordance with Section 5(e) of the Employment Agreement6 below, Employer Company agrees to provide Employee with pay Executive the followingamounts described herein. Contingent Benefits Following the Separation Date. Executive will further receive, commencing immediately following the Separation Date: (i) A i. continued payment to equal to one (1) times the of Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall Base Salary (subject to applicable tax withholdings) for twelve (12) months from the Separation Date, such amounts to be paid in substantially equal monthly installments (or such other frequency consistent accordance with the Company’s normal payroll practice then in effect for active employees at policies; ii. the executive level) over a period of twelve (12) monthsactual earned annual cash incentive, commencing no later than thirty (30) days after the Executive’s separation from service if any and as approved by the Company without CauseBoard, except as otherwise provided in this Agreementpayable to Executive for the year ended December 31, 2022; iii. For avoidance of doubt, reimbursement for premiums paid for continued health benefits for Executive (and any eligible dependents) under the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached hereto. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his Company’s health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums plans until the earlier of (Ai) twelve (12) months after the Separation Date, payable when such time as Employee obtains alternative employment and becomes eligible for health insurance through his new employer and premiums are due (provided Executive validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”)), or (B) eighteen (18) months following 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 later of his separation from service. (iiia) The vesting period for any unvested optionsthe date on which the Company makes the final payment to participants of the 2022 Management Bonus Plan, shares of restricted stockbut in no event will be paid later than March 15, 2023, or other rights to purchase equity securities of the Employer, or its subsidiaries, or respective affiliates (collectively, the “Award Shares”b) 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 within seven (7) days following the effective date of Employee’s separation from servicethe Release 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. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In consideration for Employee’s execution of this Confidential Agreement and General Release (“Agreement”) and compliance with its termsProvided Executive timely signs, returns, and does not revoke this Agreement, the Company will provide him with the following: (a) The Company will provide Executive with salary continuation at Executive’s Base Salary (as in accordance with effect as of the Resignation Date), less applicable taxes and withholdings, through and including the Resignation Date, (b) Pursuant to Section 5(e5.2(b) of the Employment Agreement, Employer agrees to the Company will provide Employee Executive with the following: (i) A continued payment to equal to one (1) times the of Executive’s then current annual Total Cash Compensation Base Salary (as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent effect as of the Resignation Date), payable in accordance with the Company’s payroll practice then in effect policy and less applicable taxes and withholdings, for active employees at the executive level) over 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) monthsmonths following the Resignation Date to the extent Executive elects such COBRA continuation coverage and is eligible and subject to the terms of the Company’s health plan and applicable law; provided, commencing no later than thirty that such reimbursement shall cease to the extent that the Executive is eligible for health benefits from a new employer; (30d) days after The Company will provide Executive with payment of the ExecutiveAnnual Bonus (as such term is defined in Section 4.2 of the Employment Agreement) for the Company’s separation from service by 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 without Causepays other executive employees who are eligible for such annual bonus payments. (e) Any vested and/or unvested interests, except if any, that Executive may have pursuant to the Company’s Equity Plan (as otherwise provided such term is defined in this Section 4.5 of the Employment Agreement. For avoidance of doubt, the above referenced payments ) shall be made treated in accordance with the amounts and dates set forth on Schedule 2, attached heretoterms of such Equity Plan. (iif) To 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 extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRACompany, and payment of COBRA premiums that he is permitted under applicable laws and regulationsnot owed any compensation, wages, salary, payments, bonus, remuneration, benefits or income from the Employer shall pay the COBRA premiums until the earlier of (A) such time Company except 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 “Award Shares”) 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 effective date of Employee’s separation from service. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the date Employee’s right to exercise would expire absent specifically provided in this Agreement. (vg) Employer shall take all steps reasonably available Executive’s entitlement to it receive the payments and benefits described herein-above is expressly contingent upon and subject to have Executive’s good and faithful compliance with the Board terms and conditions of Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to this Agreement and his post-employment obligations under the development of Employer and its affiliates and subsidiariesEmployment Agreement.

Consideration. In consideration exchange for Employee’s execution the mutual covenants set forth in this Agreement, and beginning as soon as practicable after the Effective Date of this Confidential Agreement and General Release (“Agreement”) and compliance with its terms, and in accordance with Section 5(e) of the Employment Agreement, Employer the Company agrees to provide Employee you with the followingfollowing Consideration: (i) A payment to equal to one (1) times the Executive’s then current annual Total Cash Compensation as severance pay. This The Company shall pay you severance pay shall be in the amount of $175,150.50, paid out in substantially six (6) approximately equal monthly installments payments, beginning in the first month following the conclusion of the Consulting Period (or such other frequency consistent with as defined in Section 3) (the Company’s payroll practice then in effect for active employees at six month period during which the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after severance pay is being paid referred to as the Executive’s separation from service by the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached hereto“Severance Period”). (ii) To You shall remain eligible to be paid, in the extent that discretion of the Employee qualifies forBoard of Directors, complies with an annual bonus for the requirements period ending December 31, 2005. In determining the amount of and otherwise remains eligible for continuation the bonus to be awarded, if any, the Board will refer to but shall not be bound by the terms of his health care insurance benefits under COBRAthe short-term incentive plan referred to on page 21 of the Company’s Proxy Statement dated on or about April 25, 2005, and payment any bonus shall be prorated by the number of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier months of (A) such time employment 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 serviceCEO in 2005. (iii) The vesting period for any unvested options, shares Company will reimburse your reasonable documented attorneys fees incurred in connection with the negotiation and execution of restricted stock, or other rights to purchase equity securities this Agreement and preparation of the Employerrelated press releases and prepared responses to media inquiries, or its subsidiaries, or respective affiliates (collectively, the “Award Shares”) that were previously awarded up 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 effective date a maximum of Employee’s separation from service$5000.00. (iv) In additionBy law, and regardless of whether you sign this Agreement, you will have the right to continue your medical and dental insurance pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA). The COBRA “qualifying event” shall be deemed to be the Separation Date. If you complete the appropriate forms and execute this Agreement, the exercise period for Employee Company will cover the cost of the COBRA payments to exercise any Award Shares continue your participation in EPIX’s medical and dental insurance plans during the Consultancy Period (as defined in Section 3) and the Severance Period to the same extent that such insurance is provided to persons employed by EPIX. All other benefits shall be extended one (1) additional year beyond cease as of the date Employee’s right to exercise would expire absent this AgreementSeparation Date. (v) Employer shall take all steps reasonably available to it to have EPIX will instruct its officers, members of the Board of Directors of TerreStar Corporation issue 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 resolution acknowledging Employee’s contributions to severance plan, and shall confer no benefit on anyone other than the development of Employer and its affiliates and subsidiariesparties hereto.

Consideration. In consideration for 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 Confidential Agreement and General Release (“Agreement”) and compliance with its terms, and in accordance with Section 5(e) you abide by the other terms of the Employment this Agreement, Employer the Company agrees to provide Employee you with the followingfollowing consideration, less withholding for all applicable taxes and deductions: (ia) A payment beginning on the next regular pay date following the Effective Date and continuing for the duration of the Transition Period, subject to your ongoing compliance with the terms and conditions of this Agreement, the Company will pay to you an amount equal to one $593,750, less applicable withholdings and deductions, if any (1) times the Executive’s then current annual Total Cash Compensation “Transition Payment”), payable in substantially monthly or semi-monthly installments. Notwithstanding the foregoing, should the Company terminate this Agreement for any reason prior to the end of the Transition Period (other than a termination for Cause (as severance pay. This severance defined in the Offer Letter (as defined below)), it shall, subject to the terms and conditions of this Agreement, remain obligated to pay shall be 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 substantially equal monthly installments full; (or such other frequency consistent with b) if you timely elect “COBRA” coverage under the Company’s payroll practice then in effect 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 Period”), the Company shall offer continued coverage under the Company’s group health plan at active employees at employee rates (the executive level) over a period of twelve (12) months“COBRA Assistance”), commencing no later than thirty (30) days after the Executive’s separation from service 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 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 applicable award agreement governing each applicable RSU and the terms and conditions of the Applied Blockchain, 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 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), except and notwithstanding anything in the Restricted Stock Unit Awards evidencing the RSUs to the contrary, all such unvested RSUs shall, subject to the terms and conditions of this Agreement, vest immediately; and (d) The 612,500 PSUs granted to you on November 15, 2024 (the “PSUs”) will remain outstanding and 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 provided 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 consideration 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. For avoidance You also agree that these severance payments and benefits and other consideration constitute good and valuable consideration for your general release of doubtclaims and other promises in this Agreement. Notwithstanding the foregoing to the contrary, the above referenced payments Company’s aggregate payment obligation under Section 4 shall be made in accordance with the amounts limited to $1,000 (and dates set forth on Schedule 2, attached hereto. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until Assistance and Continued Vesting shall become null and void) if the earlier of (A) such time as Employee obtains alternative employment and becomes eligible for health insurance through his new employer and (B) eighteen (18) months following waiver contemplated in Section 6 does not become effective on the 8th day after 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 “Award Shares”) 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 effective date of Employee’s separation from service. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In As express consideration for Employee’s execution of and compliance with the terms of this Confidential Agreement and General Release the execution of the short period release set forth in Exhibit A on the Retirement Date (the “AgreementShort Form Release”) and compliance with provided you have not exercised your right to revoke the Short Form Release within seven days of its terms, and in accordance with Section 5(e) of the Employment Agreementexecution, Employer agrees to provide Employee enter into a four year consulting agreement with you dated April 3, 2021 (the form of which is attached hereto as Exhibit B) and to be executed concurrently with the following: effective time of separation of employment by retirement on the Retirement Date pursuant to Section 15(e) hereof (i) A the “Consulting Agreement”). The Consulting Agreement includes a yearly payment of $250,000 for the services set forth therein and a yearly payment of $35,000 as a health care stipend to equal 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 last day of the month in which Employee’s employment terminates. If Employee properly and timely elects to one (1) times the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with continue medical and/or dental group insurance coverage under the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after the Executive’s separation from service by the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments shall be made Employee Benefits Plan in accordance with the amounts continuation requirements of COBRA (the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended), Employee may be entitled to elect to continue such COBRA coverage for the remainder of the COBRA eligibility 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 dates set forth on Schedule 2is eligible for coverage under the group benefits plan of the new employer, attached hereto. (ii) To Employee must notify the extent Employer in writing of such new employment so that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (A) receives 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 “Award Shares”) 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 notification prior to the effective date commencement of Employee’s separation from service. (iv) In addition, the exercise period for Employee to exercise any Award Shares this employment. Such notice shall be extended one (1) additional year beyond the date Employee’s right delivered to exercise would expire absent this AgreementSystemax Inc., Attn: Benefits Department, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. (v) Employer shall take all steps reasonably available to it to have the Board of Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In consideration for Employee’s execution of the releases and covenants given by Executive as set forth in this Confidential Agreement and General Agreement, including but not limited to the Release (“Agreement”) and compliance with its termsas such term is defined below), and Executive’s compliance therewith, and provided that Executive executes, and do not revoke, this Agreement in accordance with Section 5(e) of the Employment Agreementtimeframes set forth herein, Employer the Company agrees to provide Employee with as follows: During the following: Transition Period, (i) A payment to equal to one (1) times the Executive will be paid at Executive’s then current regular annual Total Cash Compensation base salary rate as severance pay. This severance pay shall be paid of the date hereof, less all applicable federal, state and local withholding taxes and deductions, payable in substantially equal monthly installments (or such other frequency consistent accordance with the Company’s normal payroll practice then in effect for active employees at practices (the executive level“Base Salary Payments”), and (ii) over a period of twelve (12) months, commencing no later than thirty (30) days after the Executive will continue to be covered by Executive’s separation employee benefits, subject to the requirements, conditions and limitations of such benefits, which may be amended from service by the Company without Cause, except as otherwise provided time to time. The payments contemplated in this Agreement. For avoidance of doubtParagraph 2(a) will be reported on an IRS Form W-2. (a) In addition, the above referenced payments shall be made provided that Executive executes, and does not revoke, this Agreement in accordance with the amounts and dates timeframes set forth herein and Executive is not terminated by the Company for Cause at any time, the Company will, on Schedule 2the 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), attached heretoless 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 Options will remain subject to the terms of the Lexeo Therapeutics, Inc. 2023 Equity Incentive Plan. (iib) To the extent The Company will not contest any lawful application Executive makes for unemployment compensation benefits; provided, however, that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (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 Company will respond truthfully to purchase equity securities of the Employer, or its subsidiaries, or respective affiliates (collectively, the “Award Shares”) 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 effective date of Employee’s separation from service. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the date Employee’s right to exercise would expire absent this Agreement. (v) Employer shall take all steps reasonably available mandatory inquiries directed to it to have by a governmental agency. It is understood that the Board of Directors of TerreStar Corporation issue a resolution acknowledging EmployeeCompany does not make unemployment compensation benefits eligibility decisions and that the payments and benefits described in this Paragraph may affect Executive’s contributions to the development of Employer and its affiliates and subsidiarieseligibility for unemployment compensation benefits.

Consideration. In consideration for Employeesigning this Letter Agreement the Company agrees that: (a) You may continue to participate in the Company’s execution group health insurance plans at the same coverage levels as immediately prior to the Separation Date. Coverage will continue through the Consolidated Omnibus Budget Reconciliation Act of this Confidential Agreement 1985 until the first to occur of (a) five (5) years from the Separation Date or (b) your employment by a third party (a third party shall not be deemed to include an entity of which all of the outstanding capital stock or ownership interests are owned by you ) or (c) you default in the payment of or no longer continue to pay your portion of the premiums (the “Severance Period”). During the Severance Period, the Company shall continue to pay its portion of the premiums and General Release you will pay your portion of the premiums. (b) The Company shall cause United Dominion Realty, L.P. and/or UDR Out-Performance III, LLC to repurchase 22,500 Membership Units in UDR Out-Performance III, LLC, which constitutes 50% of the Membership Units in UDR Out-Performance III, LLC owned by you, for Twenty-Two Thousand Five Hundred Dollars and No Cents ($22,500.00), such amount to be paid to you within thirty (30) days of the Separation Date. (c) The Company shall cause United Dominion Realty, L.P. and/or UDR Out-Performance IV, LLC to repurchase 55,333 Membership Units in UDR Out-Performance IV, LLC, which constitutes 2/3 of the Membership Units in UDR Out-Performance IV, LLC owned by you, for Fifty-Five Thousand Three Hundred Thirty-Three Dollars and No Cents ($55,333.00), such amount to be paid to you within thirty (30) days of the Separation Date. (d) On December 31, 2006, you shall receive 3,502 shares of Common Stock of the Company pursuant to your 2005 Performance Contingent Restricted Stock Award. Further, upon determination by the Compensation Committee of the Board (“AgreementCompensation Committee”) and compliance with its terms, and in accordance with Section 5(e) as to the targeted award level for the 2006 PARS Program you will either receive 2,472 shares of Common Stock of the Employment Agreement, Employer agrees to provide Employee Company or such other number consistent with the followingCompensation Committee’s determination of the award level for the 2006 PARS Program and pursuant to your 2006 Performance Contingent Restricted Stock Award. You will forfeit any right to receive additional shares of Common Stock under your 2005 and 2006 Performance Contingent Restricted Stock Award grants. (e) All restrictions on the following Restricted Stock Awards held by you that remain subject to restrictions on December 31, 2006 shall lapse: (i) A payment 6,423 shares of restricted Common Stock granted to equal to one (1) times the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) monthsyou on February 27, commencing no later than thirty (30) days after the Executive’s separation from service by the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached hereto.2003; (ii) To the extent that the Employee qualifies for13,543 shares of restricted Common Stock granted to you on February 12, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (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.2004; (iii) The vesting period for any unvested options, 8,949 shares of restricted stockCommon Stock granted to you on February 18, or other rights to purchase equity securities of the Employer, or its subsidiaries, or respective affiliates (collectively, the “Award Shares”) 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 effective date of Employee’s separation from service.2005; and (iv) In addition1,986 shares of restricted Common Stock granted to you on February 15, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the date Employee’s right to exercise would expire absent this Agreement2006. (vf) Employer shall take all steps reasonably available A bonus for fiscal year 2006 in the amount of $400,000 payable at the same time the Company pays fiscal year 2006 bonuses to it the Company’s other senior executives. (g) You will be treated as an employee of the Company for purposes of eligibility to have participate in the “Board of Directors Guidelines Regarding Purchase of Out-Performance Units (“Guidelines”) once and if such Guidelines are approved by the Board of Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiariesCompany.

Consideration. In consideration for Employee’s execution (a) Provided that Executive signs this Agreement, does not revoke it, and complies with all of this Confidential Agreement and General Release (“Agreement”) and compliance with its terms, during the Transition Period, the Company shall provide Hardy with all payments, benefits, rights and in accordance with Section 5(e) of privileges to which he is entitled under the Employment Agreement, Employer agrees to provide Employee with including, without limitation, the following: (i) A payment Executive will continue to equal to one (1) times the receive Executive’s then current annual Total Cash Compensation base salary in effect as severance pay. This severance pay shall be paid of the Effective Date, payable in substantially equal monthly installments (or such other frequency consistent the normal course in accordance with the Company’s standard payroll practice then practices, less applicable withholdings; (ii) Executive will be eligible to continue to participate in effect 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 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 active employees at any reason, unless and until there is a final, unappealable order of a court of competent jurisdiction or by an appropriate arbitral body pursuant to Section 22 hereof awarding damages in favor of the executive levelCompany. (c) Subject to his continued employment with the Company through the Separation Date, Executive’s signing the Supplemental Release Agreement attached hereto as Exhibit A (the “Supplemental Release”) on or within twenty-one (21) days after the Separation Date, and Executive’s not 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 the following payments and benefits (the “Severance Benefit”): (i) The Company will pay Executive of amount of $310,270.55 over a period of twelve (12) 12 months, commencing no later than thirty (30) days the day after the Executive’s separation from service by the Company without CauseSeparation Date, except as otherwise provided in this Agreement. For avoidance of doubtless applicable withholding and deductions, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached hereto.Company’s normal payroll practices. \▇▇ - ▇▇▇▇▇▇/▇▇▇▇▇▇ - ▇▇▇▇▇▇▇▇ ▇▇ (ii▇▇) To If not already paid on or prior to the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulationsSeparation Date, the Employer shall Company will pay Hardy a lump sum payment equal to his performance bonus earned (based on achievement or satisfaction of the COBRA premiums until applicable performance goals) under the earlier 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 (A) such time as Employee obtains alternative employment and becomes eligible for health insurance through his new employer and (B) eighteen (18) months the calendar year following the date of his separation from servicecalendar year that includes the Separation Date. (iii) The vesting period for any unvested optionsWith respect to the Equity Awards, shares of restricted stock, or other all rights to purchase equity securities will be determined under the terms and conditions of the EmployerNational CineMedia, Inc. 2016 Equity Incentive Plan or its subsidiariesthe National CineMedia, or respective affiliates Inc. 2007 Equity Incentive Plan, as applicable (collectively, the “Award SharesEquity 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 were previously awarded occurs upon his termination of employment) shall continue to Employee pursuant 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 any Plan shall be accelerated, and any unvested Award Shares awarded to Employee shall become fully vested effective immediately prior to continued vesting during the effective date of Employee’s separation from serviceConsulting 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 exercise period 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 Employee twelve (12) months of Hardy’s coverage thereunder, grossed up by 35% to exercise any Award Shares shall take into the account the additional taxes that would be extended one owed by Hardy, plus (1B) the pre-tax amount that the Company would have paid to Hardy’s account as an employer matching contribution under the Company’s 401(k) plan for 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 year beyond 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 date Employee’s right to exercise would expire absent this AgreementSupplemental Release becomes effective. (v) Employer Hardy shall take 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 steps reasonably available applicable tax withholdings. The Severance Benefit will be in lieu of any severance pay Executive may be entitled to it receive under any other severance plan or arrangement, individual written employment agreement (including the Employment Agreement), or other agreement relating to have payment upon separation from employment. \▇▇ - ▇▇▇▇▇▇/▇▇▇▇▇▇ - ▇▇▇▇▇▇▇▇ ▇▇ (▇) Following the Board Separation Date, if Executive becomes re-employed by the Company in any category of Directors employment prior to his actual receipt of TerreStar Corporation issue any portion of the Severance Benefit, the Severance Benefit will be suspended. If Executive dies after becoming eligible for the Severance Benefit but before Executive receives the full amount of his Severance Benefit, the 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. Hardy acknowledges and agrees that a resolution acknowledging Employee’s contributions portion of the Severance Benefits constitute payments and benefits above and beyond that Executive would otherwise be entitled to receive, now or in the development of Employer future, without entering into this Agreement and its affiliates constitutes valuable consideration for the promises and subsidiariesundertakings set forth in this Agreement.

Consideration. In Unless Executive revokes as described below, the Company shall provide the following consideration for Employeethis Agreement: (a) Initial severance pay. The Company shall pay Executive initial severance pay equal to eight (8) weeks of compensation at Executive’s base salary rate at the time of execution of this Confidential Agreement and General Release Agreement, less all lawful or required deductions (“AgreementInitial Severance Pay”) and compliance with its terms, and in accordance with Section 5(e) of the Employment Agreement, Employer agrees to provide Employee with the following: (i) A payment to equal to one (1) times the Executive’s then current annual Total Cash Compensation as severance pay). This severance pay Initial Severance Pay shall be paid in substantially equal monthly installments a lump sum on the next regularly scheduled payroll day after the later of the expiration of the Revocation Period described below (the “Effective Date”) or such 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 amended, including any regulations and other frequency consistent with guidance issued thereunder (“Section 409A”), and particularly including the short-term deferral exception to Section 409A described in Treasury Regulation Section 1.409A-1(b)(4). (b) Severance pay subject to mitigation. To assist Executive in transitioning to new employment, and as a benefit to which Executive agrees he is not otherwise entitled, the Company shall pay Executive additional severance pay as described in this Section 2(b). On the Company’s regular payroll practice then in effect dates, starting from the later of the Effective Date or the Termination Date for active employees twenty-two (22) bi-weekly pay periods (the “Payment Period"), the Company will pay Executive ratably based on Executive’s annual base salary at the executive level) over a period time of twelve termination of $350,000, less all lawful or required deductions (12) months“Severance Pay”). This Severance Pay will be offset, commencing no later than thirty (30) days after as described herein, by any compensation for services earned during the Executive’s separation from service by Payment Period. Beginning on the Termination Date and continuing through the Payment Period, 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 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 without Cause, except as otherwise provided in regarding his employment status (and any changes thereto) and the amount of any compensation he earns during the Payment Period. Each of the individual severance payments made pursuant to this Agreement. For avoidance of doubt, the above referenced payments Section 2(b) shall be made treated as a separate payment, rather than as a part of a single payment, for purposes of Section 409A, including the short-term deferral exception to Section 409A described in accordance with the amounts and dates set forth on Schedule 2, attached heretoTreasury Regulation Section 1.409A-1(b)(4). (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (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 “Award Shares”) 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 effective date of Employee’s separation from service. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In consideration for Employee’s execution Provided the Employee satisfies the conditions of this Confidential Agreement and General Release (“Agreement”) and compliance with its termsincluding returning all Company property as provided in Paragraph 9 below, and in accordance complying with Section 5(e) all restrictive covenants of the Employment Agreement) and does not revoke this Agreement, Employer agrees to provide Employee with the followingCompany will: (i) A a. Make lump-sum payment to equal to one 50% of Employee’s base salary in the total amount of $112,500, plus an additional sum of $37,501.50 (1together, the “Lump Sum Payment”) times less applicable withholdings and deductions; the Executive’s then current annual Total Cash Compensation as severance payCompany shall also be entitled, and Employee hereby authorizes the Company to off-set any amounts owed by Employee to the Company from the Lump Sum Payment. This severance pay The Lump Sum payment shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after following the Executiveexpiration of any applicable revocation period. b. The Company shall pay 100% of the Employee’s separation from service by 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 without Cause, except as otherwise provided in this Agreementwriting and the Company will discontinue these COBRA payments. For avoidance of doubtBecause the Employee is no longer employed, the above referenced payments shall Employee’s rights to any particular employee benefit will be made 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 accordance with the amounts and dates set forth on Schedule 2, attached heretodetermining benefits under all Company employee benefit plans. (ii) To c. Pay the extent 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 qualifies forhas 136 hours of accrued, complies with but unused vacation, which entitles the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and Employee to a cash payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (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$ 14,711.12. (iii) The vesting period d. Not contest any claim by Employee for any unvested options, shares of restricted stock, or other rights unemployment compensation related to purchase equity securities of the Employer, or its subsidiaries, or respective affiliates (collectively, the “Award Shares”) 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 effective date of Employee’s separation from serviceemployment 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 Employment 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 in Exhibit A of the Employment Agreement, shall occur on or before October 20, 2007. Employee 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. In addition to the foregoing, provided that Employee satisfies the conditions of this Agreement (ivincluding returning all Company property as provided in Paragraph 9 below, and complying with all restrictive covenants of the Separation Pay Agreement) In additionand does not revoke this Agreement, the exercise period for Company and Employee acknowledge and agree that, notwithstanding anything to exercise the contrary in any Award Shares applicable documents evidencing a grant of an award under the Lodgian, Inc. 2002 Stock Incentive Plan or any similar plan, any awards of options to purchase Company stock held by Employee shall be extended one (1) additional year beyond the date Employee’s right to exercise would expire absent this Agreementimmediately exercisable in full, and all vesting restrictions upon any restricted stock held by Employee shall lapse. (v) Employer shall take all steps reasonably available to it to have the Board of Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. A. In consideration for Employee’s execution of this Confidential Agreement and General Release (“Agreement”) and compliance with its termspromises, covenants, agreements, and releases set forth in accordance with Section 5(e) of the Employment this Agreement, Employer agrees that beginning on the next regular payroll date following Triggering Termination Date, subject to provide Employee with Employee’s execution of this Agreement and the following: (i) A payment to equal to one (1) times expiration of the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid revocation period described in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period Section 8.C. of twelve (12) months, commencing no later than thirty (30) days after the Executive’s separation from service by the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments Employer shall be made continue to pay Employee his biweekly wages based on his current annualized salary in accordance with Employer’s normal payroll periods (the amounts “Salary Continuation Payments”) through March 15, 2016 (“Termination Benefits Period”). The Salary Continuation Payments made to Employee shall be subject to federal, state and dates set forth on Schedule 2local tax and other required withholdings. While receiving the Salary Continuation Payments, attached hereto. (ii) To should Employee secure any employment or self-employment arrangement, including a consulting arrangement, then the extent that Termination Benefits Period shall end and the Salary Continuation Payments will discontinue as of date Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRAsecures such employment or self-employment arrangement, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until remaining amount of the earlier of (A) such time as Salary Continuation Payments in lump sum to Employee. Employee obtains alternative employment understands and becomes eligible for health insurance through his new employer and (B) eighteen (18) months following acknowledges that despite receiving the date of his separation from serviceSalary Continuation Payments, Employee shall not be required to perform any job related duties. (iii) The vesting period for any unvested options, shares B. Employer will pay Employee a severance payment equal to the sum of restricted stock, or other rights to purchase equity securities ten months of Employee’s current salary in the Employer, or its subsidiaries, or respective affiliates amount of $264,166.66 plus an additional amount of $75,000 (collectively, the “Award SharesLump Sum Severance Payment”) that were previously awarded 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 any Plan Section 2.D.(i) hereof as applicable. C. Employee will be granted a dues free recallable membership (the “Membership”) at a club selected by Employee (the “Club”) with “Signature Gold Golf” privileges, as the same may change from time-to-time for a period of five years from the Triggering Termination Date. The initiation deposit/fee will be waived for the Club. There shall be acceleratedno 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 unvested Award Shares awarded 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 fully vested effective immediately in any equity-based awards for which the applicable vesting conditions are satisfied prior to the effective 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 separation withholding liability from serviceany 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. (iv) In additionE. Employee will remain eligible to receive an incentive payment under the 2015 Short Term Incentive Plan, subject to the exercise period for Employee to exercise terms of the 2015 Short Term Incentive Plan previously acknowledged by Employee, with any Award Shares shall be extended one (1) additional year beyond discretionary amount being determined by the date EmployeeEmployer’s right to exercise would expire absent this AgreementPresident. (v) Employer F. Employee shall take all steps reasonably available receive additional consideration in the amount of $10,000.00, subject to it federal, state and local tax and other required withholdings, for reimbursement of his expenses incurred in commuting from his primary residence in Wisconsin to have the Board of Directors of TerreStar Corporation issue a resolution acknowledging EmployeeEmployer’s contributions to the development of Employer and its affiliates and subsidiariescorporate office in Texas.

Consideration. In (a) The aggregate consideration for Employee’s execution 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 this Confidential 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 General Release (“Agreement”) and compliance with its terms, and paid in accordance with Section 5(e) 2.4. The remaining amount of the Employment Agreement, Employer agrees Renewal Commissions shall be paid in accordance with Section 2.5(d). (c) The amounts required to provide Employee be paid under the Retrocession Agreement within 3 Business Days after the Closing Date together with the following:Renewal Commissions (collectively, the "Purchase Price") shall be reflected on the Preliminary Cash Settlement Statement and paid in accordance with Section 2.4. (i) A payment As additional consideration for the transactions contemplated by this Agreement and the Related Documents, the Purchaser shall pay to the Seller Insurer Party an aggregate amount equal to the Applicable Renewal Percentage of the Renewal Premium Amount (the "Renewal Commission"). (i) The Purchaser and the Seller Insurer Party agree that in the event that the aggregate amount of Renewal Commissions to be paid by the Purchaser to the Seller Insurer Party on Renewal Contracts written during the first one (1) times year period after the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay date of the Closing exceeds $10,000,000, such excess Renewal Commission shall be paid in substantially equal by the Purchaser to the Seller Insurer Party on a monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) basis within 10 days after the Executive’s separation from service by the Company without Cause, except as otherwise provided in this Agreement. For avoidance end of doubt, the above referenced payments shall be made in accordance each calendar month beginning with the amounts and dates set forth on Schedule 2, attached heretocalendar month during which the aggregate Renewal Commissions exceed $10,000,000. (ii) To On the extent 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 Employee qualifies for, complies with aggregate amount of Renewal Commissions to be paid by the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, Purchaser to the Employer shall pay Seller Insurer Party on Renewal Contracts written during the COBRA premiums until the earlier of (A) such time as Employee obtains alternative employment and becomes eligible for health insurance through his new employer and (B) eighteen (18) months following second one-year period after the date of his separation from servicethe Closing exceeds $5,000,000, such excess Renewal Commission shall be paid by the Purchaser to the Seller Insurer Party on a monthly basis within 10 days after the end of each calendar month beginning with the calendar month during which the aggregate Renewal Commissions exceed $5,000,000. (iii) The vesting period aggregate sum of the Initial Advance Renewal Payment and the Second Advance Renewal Payment made by the Purchaser to the Seller Insurer Party is a minimum Renewal Commission and is not subject to repayment by the Seller Insurer Party 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 “Award Shares”) 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 effective date of Employee’s separation from servicereason. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. (a) The Company agrees to pay you the total amount of ONE HUNDRED THOUSAND DOLLARS ($100,000), less state, federal, FICA and other applicable withholding and authorized deductions, in consideration for a Release of Claims by you in Paragraph 11 and the Release of Age Discrimination Claim by you, set forth in Paragraph 12 of this agreement. You also agree to execute the General Release attached as Exhibit 1 on or after March 31, 2014 as a material term and condition of this Agreement. This payment shall be made on the date, which is the later of the expiration of the seven (7) day, right to revoke this agreement, as specified in Paragraph 12, or October 1, 2014. (b) In consideration for Employee’s execution your agreement not to compete and not to solicit employees as set forth in Paragraph 10 of this Confidential Agreement Agreement, the Company shall pay to you a payment in the total amount of THREE MILLION FOUR HUNDRED THOUSAND DOLLARS ($3,400,000), (the “Non-Compete Payment”). The Non-Compete Payment shall be paid to you in (2) installments. The first installment of ONE MILLION SEVEN HUNDRED THOUSAND DOLLARS ($1,700,000) shall be made on October 15, 2014. The second installment of ONE MILLION SEVEN HUNDRED THOUSAND DOLLARS ($1,700,000) shall be made on March 1, 2015. Unless agreed to in writing by the parties to this agreement prior to payment of Non-Compete Payment, all applicable state, federal, FICA and General Release (“Agreement”other mandated tax withholdings will be withheld from the Non-Compete Payments. ______________ 1 You will be eligible to continue to participate in the Company’s plans concerning medical benefits, dental benefits, vision benefits, EAP, life insurance, the Company’s pension plan, 401(k) and compliance with its termsplans, Pension Restoration Plan, Savings Restoration Plan, Sick Pay Plan, Vacation Plan, Long Term Disability Plan, and NiSource Inc. Executive Deferred Compensation Plan. For purposes of each of these plans, your termination date will be your Separation Date, and all payments under these plans will be based upon the terms and conditions of these plans. You will also remain eligible to participate in accordance with Section 5(e) the Company’s 2013 Incentive Plan. Notwithstanding anything herein to the contrary, in the event of a breach by you of any of the Employment provisions contained in Paragraph 10 of this Agreement, Employer agrees to provide Employee with and such breach is not otherwise cured within five (5) business days following your receipt of written notice of the following: breach from the Company, you shall immediately: (i) A payment be obligated to equal repay any portion of the Non-Compete Payment received by you; and (ii) shall forfeit the right to one (1) times receive any and all remaining installments of the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after the Executive’s separation from service by the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached heretoNon-Compete Payment. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (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 “Award Shares”) 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 effective date of Employee’s separation from service. (ivc) In addition, you will continue to receive financial and tax planning services through Ayco at the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the date EmployeeCompany’s right to exercise would expire absent this Agreementexpense through March 31, 2016. (v) Employer shall take all steps reasonably available to it to have the Board of Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In consideration for Employee’s execution Subject to compliance with the terms and conditions of this Confidential Agreement, including but not limited to Sections 4-9, the Associate shall receive a one-time payment of $36,000, less applicable withholding, to be paid as soon as practicable after the Separation Date, but in no event later than 45 days following the Separation Date. In addition, Walmart and the Associate agree to amend the terms and conditions of certain contingent payments owed to the Associate and to amend the terms and conditions of certain unvested restricted stock units held by the Associate, as follows: a) Effective as of the Separation Date, Walmart and the Associate hereby amend the Deferred Contingent Merger Consideration Agreement by and General Release between Walmart and the Associate dated August 7, 2016, as amended by that Amendment to Deferred Contingent Merger Consideration Agreement dated September 12, 2016 (as amended, the “Deferred Contingent Merger Consideration Agreement”) and compliance with its terms), and in accordance with as follows: i. Section 5(e) 2 of the Employment Agreement, Employer agrees to provide Employee with the following: (i) A payment to equal to one (1) times the Executive’s then current annual Total Cash Compensation Deferred Contingent Merger Agreement is hereby deleted and replaced in its entirety as severance pay. This severance pay shall follows: “All of your Deferred Contingent Merger Consideration will be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees deferred at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after the Executive’s separation from service Closing and will be held back by the Company without Cause, Acquiror and not paid to you. You will permanently forfeit (except as otherwise provided for below) for no consideration, and the Acquiror will permanently retain, any portion of the Deferred Contingent Merger Consideration that has not become payable to you pursuant to the terms of this Agreement in this the event that you violate any of the terms and conditions of that certain “Separation Agreement” by and between you and Walmart dated January 26, 2021, as amended by the Letter Agreement between you and Walmart dated January 26, 2021, or the terms and conditions of that certain “Non-Competition, Non-Solicitation and No-Hire Agreement” by and between you and Walmart dated August 7, 2016, as amended by the Letter Agreement between you and Walmart dated January 26, 2021, (the “Forfeiture Provision”). For avoidance The Forfeiture Provision, and Acquiror’s right to retain, will lapse as to each installment of doubtDeferred Contingent Merger Consideration set forth on Annex A attached hereto (the “Consideration Schedule”) on the corresponding date for such installment set forth on the Consideration Schedule, subject to your compliance with the above referenced payments shall be made Separation Agreement through such installment date, meaning that such installment of Deferred Contingent Merger Consideration will become payable to you on such corresponding installment date, without any interest. Deferred Contingent Merger Consideration that has become payable pursuant to the Consideration Schedule is referred to as “Due Merger Consideration”. You will receive the payment of your Due Merger Consideration (without interest) on the last day of the calendar month in which such Due Merger Consideration becomes payable in accordance with the amounts Consideration Schedule, provided that if the last day of any such calendar month is not a Business Day, such payment shall be made on the next succeeding Business Day.” ii. Section 3 of the Deferred Merger Consideration Agreement is hereby deleted in its entirety. b) Effective as of the Separation Date, Walmart and dates the Associate amend the terms and conditions of the restricted stock units (“RSUs) set forth on Schedule 2in that Share-Settled Restricted Stock Unit Notification and Terms and Conditions by and between Walmart and the Associate dated September 19, attached hereto.2016 (the “Notification”), as follows: (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (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 i. Paragraph 6 of the Employer, Notification is hereby deleted and replaced in its entirety as follows: “Forfeiture Situation. The RSUs that would otherwise vest in whole or its subsidiaries, or respective affiliates in part on the applicable Vesting Date (collectively, the “Award SharesUnvested RSUs”) that were previously awarded to Employee pursuant to any Plan shall will not vest and will be acceleratedimmediately forfeited if, and any unvested Award Shares awarded to Employee shall become fully vested effective immediately prior to the effective date applicable Vesting Date, you violate any of Employee’s separation from servicethe terms and conditions of that certain “Separation Agreement” by and between you and Walmart dated January 26, 2021, as amended by the Letter Agreement between you and Walmart dated January 26, 2021, or the terms and conditions of that certain “Non-Competition, Non-Solicitation and No-Hire Agreement” by and between you and Walmart dated August 7, 2016, as amended by the Letter Agreement between you and Walmart dated January 26, 2021, (a “Forfeiture Situation”). Upon the occurrence of a Forfeiture Situation, you shall have no further rights with respect to the Unvested RSUs or the underlying Shares.” ii. Paragraph 7 of the Notification is hereby deleted in its entirety. (iii. Subparagraph D of Paragraph 11 of the Notification is hereby deleted in its entirety. iv. Subparagraph J of Paragraph 11 of the Notification is hereby deleted and replaced in its entirety as follows: “No claim or entitlement to compensation or damages shall arise from forfeiture of the Unvested RSUs and the Shares underlying the Unvested RSUs pursuant to Paragraph 6 above.” c) In additionWalmart and the Associate agree that the terms and conditions of the Unvested RSUs are governed by the Notification, as amended by this Agreement, and that the Notification, as amended by this Agreement, amends the Offer Letter from Walmart to the Associate dated August 7, 2016 as follows: i. Paragraph III shall have no further force and effect. d) Except as expressly modified by this Agreement, the exercise period for Employee to exercise terms of the Deferred Contingent Merger Agreement, as amended; the Notification, as amended; the Offer Letter and any Award Shares other agreements between Walmart and the Associate, shall be extended one (1) additional year beyond the date Employee’s right to exercise would expire absent this Agreementremain in full force and effect. (v) Employer shall take all steps reasonably available to it to have the Board of Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In consideration for Employee’s execution of The parties acknowledge that this Confidential Agreement and General Release (“Agreement”) and compliance with its terms, and is being executed in accordance with Section 5(e7(d) and Section 8(d), of the Employment Agreement, Employer agrees pursuant to provide Employee which Executive will be provided with the following:following (collectively, the “Consideration”): (ia) A payment to Executive will be paid a “Severance Payment” in amount equal to one his Base Salary of $448,800 in a lump sum in cash in the first ordinary payroll date occurring on or after the Effective Date (1as defined in Section 16 below). (b) times the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with If Executive timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) monthsgroup health plans, commencing no later than thirty (30) days after the Executive’s separation from service by the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached hereto. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums necessary to continue Executive’s and his covered dependents’ health insurance coverage in effect on the Termination Date until the earliest of (i) twelve (12) months following the Termination Date (the “COBRA Severance Period”); (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self- employment; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Termination Date through the earlier of (A) such time as Employee obtains alternative employment and becomes 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 health insurance through his new employer 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 Executive’s behalf would result in a violation of applicable law (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, the Company shall pay 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, subject to applicable tax withholding (B) eighteen (18) months following such amount, the date “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 separation from servicerights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. (iiic) The vesting period Company shall pay Executive a pro-rata Annual Bonus for any unvested optionsthe 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, shares of restricted stock, payable in a lump sum on the Company’s first ordinary payroll date occurring on or other rights to purchase equity securities of after the Employer, or its subsidiaries, or respective affiliates (collectively, the “Award Shares”) 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 effective date of Employee’s separation from serviceEffective Date. (ivd) Twenty-five percent (25%) of the shares subject to all stock options, restricted stock units and other equity awards held by Executive as of the Termination Date shall vest and become exercisable or payable, as applicable. In addition, the exercise time period for Employee that Executive may have to exercise any Award Shares stock options shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue for a resolution acknowledging Employee’s contributions period equal to the development shorter of Employer and its affiliates and subsidiaries(i) nine (9) months or (ii) the remaining term of the award.

Consideration. In consideration 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 Confidential Agreement and General Release (“Agreement”) and compliance with its terms, and in accordance with Section 5(e) of the Employment Agreement, Employer agrees to provide Employee with shall receive the following:following separation benefit(s) ("Separation Package"): (ia) A payment to equal to one (1) times the Payment of Executive’s then current 's base annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) salary of $400,000 over a period of twelve (12) months. These salary continuation payments will be paid on the Company's regular payroll schedule, commencing subject to standard deductions and withholdings, over the twelve (12) month period following the Separation Date; provided, however, that no later than thirty (30) days after payments will be made prior to the 60th day following Employee's Separation Date. On the 60th day following the Executive’s separation from service by 's Separation Date, the Company without Cause, except as otherwise provided will pay Executive in this Agreement. For avoidance of doubt, a lump sum the above referenced salary continuation payments shall be made in accordance the Executive would have received on or prior to such date under the original schedule with the amounts and dates set forth on Schedule 2, attached heretobalance of the cash severance being paid as originally scheduled. Each check will be mailed to Employee at the last known address provided to the Company by Employee. (iib) To the extent Provided that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits elects continued coverage under COBRA, and payment of the Company will pay Employee's COBRA premiums is permitted under applicable laws to continue Employee's coverage (including coverage for eligible dependents, if applicable) through the period ("COBRA Premium Period") starting on Employee's Separation Date and regulations, ending on the Employer shall pay the COBRA premiums until the earlier earliest to occur of (Ai) such time as Employee obtains alternative employment and becomes eligible for health insurance through his new employer and twelve (B) eighteen (1812) months following the Separation Date, (ii) the date Employee becomes eligible for group health insurance coverage through a new employer; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Employee becomes covered under another employer's group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Employee must immediately notify the Company of his separation from servicesuch event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law, the Company instead shall pay to Employee, on the first day of each calendar month remaining in the COBRA Premium Period, a fully taxable cash payment equal to the applicable COBRA premiums for that month, subject to applicable tax withholdings, which Employee may, but is not obligated to, use toward the cost of COBRA premiums. (iiic) 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 “Award Shares”) that were previously awarded to Employee pursuant to any Plan Employee's stock awards shall be acceleratedaccelerated 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 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 any unvested Award Shares awarded to Employee shall become fully vested effective immediately prior to the effective date of Employee’s separation from service. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the date Employee’s right to exercise would expire absent reaffirm this Agreement. (v) Employer shall take all steps reasonably available to it to have the Board of Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In As a material inducement to and in consideration for Employee’s execution Employee entering into this Release, and subject to the terms and conditions of this Confidential Release, the Severance Plan and the Participation Agreement and General Release (as defined below), Company agrees to provide the Employee with the severance benefits set forth under the Chimerix, Inc. Officer Severance Benefit Plan, as amended December 6, 2013 (the “AgreementSeverance Plan”) and compliance the Participation Agreement under the Severance Plan provided to Employee (the “Participation Agreement”), which are payable upon a Regular Termination (as defined in the Severance Plan) and described in Section 2(a) of the Participation Agreement. Such severance benefits shall be subject to the terms and provisions (including the time and form of and conditions required for full payment) of the Participation Agreement and the Severance Plan. For clarity, these benefits are as follows: a. The Company shall pay Employee the gross sum of Five Hundred Eighty Five Thousand, Six Hundred Twenty Five Dollars ($585,625.00), representing fifteen (15) months of Employee’s base salary as of the Separation Date, as set forth in Section 2(a)(1) of the Participation Agreement, which shall be payable in accordance with its termsthe Company’s normal payroll schedule over the fifteen (15) month period following the Separation Date, and subject to the six-(6) month delay described in Section 11 below to avoid adverse tax consequences to Employee in accordance with Section 5(e5 of the Severance Plan and the Participation Agreement. b. Provided Employee is eligible for, and timely elects, COBRA continuation coverage, the Company will pay the full amount of COBRA premiums as set forth in Section 2(a)(3) of the Employment Participation Agreement, Employer agrees to provide Employee with the following: (i) A payment to equal to one (1) times the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve up to fifteen (1215) total months, commencing no later than thirty (30) days after subject to the Executive’s separation from service by terms of the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, Participation Agreement and the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached heretoSeverance Plan. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (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 “Award Shares”) that were previously awarded to Employee pursuant to any Plan shall be accelerated, and any unvested Award Shares awarded to c. Employee shall become fully vested (to the extent not already vested) in the stock options and equity compensation awards shown on Exhibit A, pursuant to the terms of Section 2(a)(2) of the Participation Agreement. Following the Separation Date, Employee shall cease to vest in any further stock options and equity compensation awards and all stock options and equity awards (whether vested or unvested) will terminate pursuant to their terms. Notwithstanding the foregoing, effective immediately prior to the effective date 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 separation from serviceobligations 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 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. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the date d. The Company will pay Employee’s right attorneys for reasonable attorneys’ fees incurred in connection with their representation of Employee in the review of this Release, up to exercise would expire absent this Agreementa maximum of $7,500, upon the Company’s receipt by May 15, 2014 of a written invoice detailing the work performed. (v) Employer shall take all steps reasonably available e. The Company will use commercially reasonable efforts to it maintain an email message responding to have the Board of Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions former Chimerix email address which states that Employee is no longer with the Company and provides a contact number to reach him, for a period of one year from the development Separation Date. f. Employee acknowledges that he is not eligible for the severance benefits described in this Section 2 in the absence of Employer his execution of the Participation Agreement and its affiliates his execution and subsidiariesnon-revocation of this Release.

Consideration. In consideration for Employee’s execution of the payments and benefits provided under this Agreement and subject to Executive signing (and not revoking) this Agreement and complying with all of the terms and conditions of this Confidential Agreement and General Release Agreement: during Executive’s continuous employment with the Company, (a) Executive will (x) continue to receive Executive’s current annual base salary of $492,000 through the Transition Date (the “AgreementCurrent Base Salary”) and compliance with its terms(y) for the Remaining Employment Period, and receive an annual base salary of $246,000; (b) Executive will receive Executive’s 2026 annual cash incentive award at target performance level based on the Current Base Salary, payable at the same time annual bonuses are paid to other employees of the Company; (c) subject to the immediately following clause (d), Executive’s equity-based awards will vest in accordance with Section 5(e) the terms of the Employment Agreement, Employer agrees corresponding award agreement through the Separation Date; (d) subject to provide Employee with the following: (i) A payment to equal to one (1) times the Executive’s then current execution and non-revocation of the supplemental release attached hereto as Exhibit A (the “Supplemental Release”), Executive will receive the severance benefits applicable to Executive under the Severance Plan (including with respect to equity-based awards), subject to the terms therein (provided that Executive acknowledges and agrees that the 2026 target annual Total Cash Compensation as severance pay. This severance pay bonus provided pursuant to the foregoing clause (b) shall be paid in substantially equal monthly installments full satisfaction of Executive’s right to the AIP Target Bonus under the Severance Plan); and (or such other frequency consistent with e) except as provided herein, Executive shall remain eligible to participate in the Company’s payroll practice then benefit plans in effect for active employees the same manner and at the executive level) over a period same level as applied to Executive as of twelve (12) months, commencing no later than thirty (30) days after immediately prior to the Executive’s separation from service by the Company without Cause, except as otherwise provided in this AgreementEffective Date. For the avoidance of doubt, (i) the above referenced payments Base Salary (as defined in the Severance Plan) used to determine benefits payable under the Severance Plan shall be made equal to the Current Base Salary, and (ii) Executive’s execution and non-revocation of both this Agreement and the Supplemental Release, in each case in accordance with the amounts terms herein and dates set forth on Schedule 2therein, attached hereto. shall be deemed to satisfy Executive’s obligation under Section 5.5 of the Severance Plan to execute and not revoke the Release (ii) To as defined in the extent that Severance Plan). Notwithstanding the Employee qualifies forforegoing, complies with Executive acknowledges and agrees that, as of the requirements of and otherwise remains Effective Date, Executive shall not be eligible for continuation any new grants of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, annual cash incentive awards or equity incentive awards. In the Employer shall pay the COBRA premiums until the earlier of (A) such time as Employee obtains alternative event Executive voluntarily resigns Executive’s 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 “Award Shares”) 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 reason prior to the effective date of Employee’s separation from service. (iv) In additionSeparation Date, the exercise period for Employee Company shall cease to exercise any Award Shares shall be extended one provide the compensation set forth in this Section 4 (1) additional year beyond other than the date Employee’s right to exercise would expire absent this Agreementpayments set forth in Section 5.6 of the Severance Plan), unless otherwise required under the applicable compensation plan or agreement. (v) Employer shall take all steps reasonably available to it to have the Board of Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In 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 benefits from SNB in consideration for Employeesigning this Agreement: (a) SNB will pay EMPLOYEE $178,461.54 representing 32 weeks’ base pay at EMPLOYEE’s execution of this Confidential Agreement and General Release current pay rate, less all deductions required by law (the “AgreementSeparation Payments”) and compliance with its terms, and ). The Separation Payments shall be paid on a bi-weekly basis in accordance with Section 5(e) SNB’s normal payroll procedures and will commence with the first full payroll period that occurs after SNB’s receipt of an original of this Agreement signed by EMPLOYEE and the expiration of the Employment Agreementseven-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, Employer agrees to provide Employee with vision, and dental insurance in the following: plan in which EMPLOYEE is currently enrolled, for coverage through October 31, 2016 (the “Separation Benefits”), provided that, after his termination, (i) A payment EMPLOYEE timely elects to equal continue such group health, vision, or dental insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), (ii) EMPLOYEE pays the EMPLOYEE’s portion of the premium for such continued group insurance, and (iii) EMPLOYEE remains eligible for such coverage during the period for which the Separation Benefits are to one (1) times be paid. If EMPLOYEE chooses to continue his 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 Executiveemployer’s then current annual Total Cash Compensation as severance pay. This severance pay portion of the premium shall be paid in substantially equal monthly installments part of EMPLOYEE’s 18-month eligibility period under COBRA (or such other frequency consistent with longer period for which EMPLOYEE may be deemed eligible under the Company’s payroll practice then in effect for active employees at terms of the executive level) over a period applicable plan document(s)). All terms of twelve (12) months, commencing no later than thirty (30) days after the Executive’s separation from service by the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments shall coverage will be made in accordance with the amounts and dates set forth on Schedule 2, attached hereto. (ii) To provisions of COBRA as described in the extent separate COBRA notification form that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRAwill be given to EMPLOYEE, and payment the terms of COBRA premiums is permitted under the applicable laws plan document(s). EMPLOYEE acknowledges and regulationsagrees that, if he accepts an offer of reemployment by SNB as a full-time regular employee before the Employer shall pay the COBRA premiums until the earlier 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 (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 such offer of his separation from servicereemployment is accepted. In the event EMPLOYEE is rehired by SNB, all other terms of this Agreement shall remain binding and effective. (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 “Award Shares”) 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 effective date of Employee’s separation from service. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

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 for 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 outstanding options (the “Severance Benefits”). The Severance Benefits consist of this Confidential Agreement and General Release (“Agreement”) and compliance with its terms, and in accordance with Section 5(e) of the Employment Agreement, Employer agrees to provide Employee with the following: (a) the gross amount of fifty thousand and no/100 dollars ($50,000.00), subject to 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 procedures, beginning with the first Company payroll period following the Effective Date of this Separation Agreement. This amount will be reported to the IRS and other appropriate taxing authorities on Form W-2 (or other appropriate forms; (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) A 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 equal Employee under Section 1 that may be considered deferred compensation under Section 409A and would otherwise be payable to Employee within six (6) months following Employee’s Termination Date shall instead be paid to Employee in a single lump sum on the date that is six (6) months and one (1) times day following Employee’s Termination Date. Notwithstanding anything to the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after the Executive’s separation from service by the Company without Causecontrary herein, except as otherwise 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 this Agreement. For avoidance of doubtany other calendar year, (y) the above referenced payments 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 accordance with which the amounts applicable expense is incurred and dates set forth on Schedule 2, attached hereto(z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. (iif) To the extent that the Employee qualifies for, complies with the requirements of In reference to all amounts and otherwise remains eligible for continuation of his health care insurance benefits transactions under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulationsthis Separation Agreement, the Employer Company shall pay issue and/or file documents that are legally required and/or the COBRA premiums until Company in good faith believes may be required by the earlier of (A) such time as IRS and other appropriate taxing authorities. These actions may include, but are not limited to, issuing 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 stockappropriate Forms W-2 and/or 1099, or other rights to purchase equity securities of the Employer, or its subsidiaries, or respective affiliates (collectively, the “Award Shares”) that were previously awarded to Employee pursuant to any Plan shall be accelerated, documentation required by federal and any unvested Award Shares awarded to Employee shall become fully vested effective immediately prior to the effective date of Employee’s separation from servicestate law. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. (a) In addition to the Garden Leave described in Paragraph 1, in consideration for Employee’s execution of this Confidential Agreement and General Release (“Agreement”) and compliance with its terms, and in accordance with Section 5(e) of the Employment Agreement, Employer agrees subject to provide Employee with the following: (i) A payment to equal to one (1) times timely signing this Agreement, (2) not revoking this Agreement, (3) complying with the Executive’s then current annual Total Cash Compensation terms of this Agreement, (4) timely signing the Reaffirmation Agreement attached as severance payExhibit A within forty five (45) days following the Separation Date, (5) not revoking such Reaffirmation Agreement, and (6) complying with terms of such Reaffirmation Agreement (the foregoing covenants 2(a)(1), 2(a)(2), 2(a)(3), 2(a)(4), 2(a)(5) and 2(a)(6) are referred to throughout this Agreement collectively as, the “Employee Covenants”), Company will provide the following compensation and benefits to the Employee: i. The Company shall pay Employee the amount of $324,408 (inclusive of auto allowance), less applicable withholdings (“Separation Pay”). This severance pay The Separation Pay shall be paid in substantially equal the following manner: standard monthly installments payments of $27,034 (or such other frequency consistent inclusive of auto allowance), less applicable withholding and standard benefit deductions, in accordance with the Company’s regular payroll practice then in effect for active employees at practices during the executive level) over a period of twelve (12) monthsGarden Leave, commencing no later than thirty (30) days the next payroll date after the Executive’s separation from service Transition Date and continuing through the Separation Date. The balance of the Separation Pay will be paid in ten (10) equal monthly installments of $27,034 each, less applicable withholding, commencing on or about January 31, 2020 and ending on or about October 31, 2020. ii. During the Garden Leave until the Separation Date, and except as described herein, Employee shall be eligible to participate in or receive benefits under any employee benefit plan generally made available by the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments shall be made to employees in accordance with the amounts eligibility requirements of such plans and dates subject to the terms and conditions set forth on Schedule 2in such plans. iii. Commencing upon the Separation Date and continuing through October 31, attached hereto2020, 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 (60) days following the Separation Date. iv. Employee shall be eligible for an annual cash incentive award for the 2019 performance year under the Kaman Corporation Annual Cash Incentive Plan, payable at the time and upon such terms that annual cash incentive awards are paid to other senior executives. v. Employee shall be eligible for participation in the Company’s Deferred Compensation Plan for the entire 2019 calendar year. vi. Employee shall be eligible for 2017 - 2019 Long Term Incentive Awards for the full 2019 calendar year upon approval of the Company’s Board of Directors at its meeting scheduled for June 2020 and shall receive his pro-rated share of Long Term Incentive Awards for that portion of the following Long Term Incentive Award performance periods during which he was actively employed: performance period 2018 through 2020, and performance period 2019 through 2021. (iib) To the extent that As further consideration for and subject to Employee’s full compliance with the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulationsCovenants, the Employer Company shall pay request the COBRA premiums until Kaman Board of Directors to vest upon the earlier Separation Date all of (A) such time as Employee obtains alternative employment the Employee’s then unvested restricted stock awards and becomes eligible unvested non-statutory stock options. Such request will be made to the Company’s Board of Directors at its meeting scheduled for health insurance through his new employer and (B) eighteen (18) months following the date of his separation from serviceNovember 2019 with respect to all unvested equity awards existing at that time. (iiic) The vesting period Employee and the Company agree that Employee shall not be eligible to receive an annual cash incentive award under the Kaman Corporation Annual Cash Incentive Plan for the year 2020. (d) Employee shall be solely responsible for, and is legally bound to make payment of, any unvested optionstaxes determined to be due and owing (including penalties and interest related thereto) by him to any federal, shares state, local or regional taxing authority as a result of restricted stockany consideration that Employee receives under this Agreement. Employee and the Company agree that the Company shall withhold federal, or other rights to purchase equity securities of the Employer, or its subsidiaries, or respective affiliates (collectively, the “Award Shares”) that were previously awarded state and municipal taxes from payments made to Employee pursuant to any Plan shall be acceleratedunder this Agreement, and any unvested Award Shares awarded to as required by applicable law. (e) In the event that Employee shall become fully vested effective immediately dies prior to the effective date of Separation Date, the consideration provided for in this Paragraph 2 and its subparagraphs shall become due and payable to Employee’s separation from serviceestate. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In consideration for Employeethe release in paragraph 3 below as well as Executive’s execution of adherence to the continuing covenants in this Confidential Agreement and General Release (“Agreement”) and compliance with its terms, and those set forth in accordance with Section 5(e) 8 of the Employment Agreement, Employer agrees to provide Employee with and in full satisfaction of all final payments due Executive from GEO under the following: Amended and Restated Executive Retirement Agreement between Executive and GEO, dated February 26, 2020 (“the Retirement Agreement”) or otherwise, and following both: (i) A payment to equal to one (1) times the Executive’s then current annual Total Cash Compensation signing of this Agreement; and (ii) expiration of the Revocation Period set forth in paragraph 24 below, the Parties agree: (a) to enter into the Executive Chairman Employment Agreement attached hereto as severance pay. This severance pay shall be paid in substantially equal monthly installments Exhibit “1” and incorporated herein by reference and made a part hereof (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level“Executive Chairman Agreement”); (b) over a period of twelve within ten (12) months, commencing no later than thirty (3010) days after 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 separation from service by 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 Company without Cause, except as otherwise provided 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 this Agreement. For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts event Executive timely elects and dates set forth on Schedule 2, attached hereto. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise 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 his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (A) such time as Employee obtains alternative employment and becomes eligible for Executive’s health insurance through coverage and of his new employer 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 (B) eighteen (18) months 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 date of Separation Date (the “Health Benefit”); (e) within ten (10) days Executive will be paid all accrued dividends on his separation from service. (iii) The vesting period for any unvested options, shares of restricted stock; and (f) GEO shall provide Executive the fringe benefits listed in Exhibit “A” of this Agreement for a duration of ten (10) years thereafter (the “Fringe Benefits”). For purposes of this Agreement, or other rights the Payment, the Accelerated Vesting, the Health Benefit, and the Fringe Benefits shall collectively be referred to purchase equity securities as the “Termination Payments.” If the Executive should die during the 10-year period following expiration of the EmployerRevocation Period, or its subsidiaries, or respective affiliates (collectively, GEO shall continue to provide the “Award Shares”) that Health Benefit and Fringe Benefits to Executive’s covered dependents under the same terms as the benefits were previously awarded being provided to Employee pursuant to any Plan shall be accelerated, and any unvested Award Shares awarded to Employee shall become fully vested effective immediately Executive prior to the effective date of Employee’s separation from service. (iv) In additionhis death and, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.extent applicable, to Executive’s estate. Executive’s Initials GZ 1 GEO’s Initials RG

Consideration. In consideration for Employee’s execution of the covenants undertaken and the releases given by Employee in this Confidential Agreement and General the Supplemental Release (“attached hereto as Exhibit A, provided Employee: signs and returns this Agreement within 21 days of receipt; does not revoke his signature on this Agreement”) ; signs and compliance with its terms, and in accordance with Section 5(e) returns the Supplemental Release within 21 days of the Employment AgreementSeparation Date; and does not revoke his signature on the Supplemental Release, Employer the Company agrees to provide Employee with the following: a. The Company shall pay Employee the gross amount of one million and eight hundred thousand dollars (i) A payment to equal to one $1,800,000), less statutory taxes and withholdings (1) times the Executive’s then current annual Total Cash Compensation as severance pay“Settlement Payment”). This severance pay shall The Settlement Payment will be paid in substantially equal monthly installments (or such other frequency consistent with two installments, the Company’s payroll practice then in effect for active employees at the executive level) over a period first installment of twelve (12) months, commencing no later than $1,000,000 to occur within thirty (30) days after the Executive’s separation from service by Separation Date, and the second installment payment of $800,000 to occur on or about the first payroll date in January 2024. In connection with the Settlement Payment, the Company without Cause, except as otherwise provided will issue a Form W-2 in this Agreement. For avoidance the regular course of doubtbusiness for each calendar year in which the installment payments are made. b. After the Employee’s Separation Date, the above referenced payments shall be made in accordance with Company will also provide Employee continued coverage under the amounts Company’s CNA Health and dates set forth on Schedule 2Group Benefits Program and the CNA Insured Health and Group Benefits Program (“the Plans”), attached hereto. (ii) To the extent that the Employee qualifies forincluding dental and vision coverage, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRAAccidental Death & Disability, contributory life insurance, and payment of COBRA premiums is permitted under applicable laws and regulations, dependent life insurance at the Employer shall pay the COBRA premiums until the earlier of Employee’s active rate for twelve (A) such time as Employee obtains alternative employment and becomes eligible for health insurance through his new employer and (B) eighteen (1812) months following the date 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 his separation from service. (iii) The vesting period for any unvested optionsanother employer, shares of restricted stock, or other rights which is comparable to purchase equity securities the terms and conditions of the Employer, or its subsidiaries, or respective affiliates (collectively, plan Employee is enrolled in as of the “Award Shares”) 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 effective date of Separation Date. Employee’s separation from serviceseparate eligibility for continuation of health insurance as provided by the federal law known as COBRA begins to run at the Separation Date. Employee agrees to notify the Company promptly if he becomes eligible for coverage under another employer’s comparable plans. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In consideration for Employee acknowledges and agrees that Employee is not entitled to receive any severance payments or benefits pursuant to his Change in Control Agreement or any other agreement or arrangement with the Company or its affiliates. Accordingly, Employee acknowledges and agrees that unless this Agreement becomes effective and irrevocable, (x) Employee is not otherwise entitled to any payments and benefits set forth in this Agreement, and (y) Employee will not receive any such payments and benefits. a. The Company agrees to pay Employee a lump sum cash amount equivalent to nine (9) months of Employee’s execution base salary for a total of One Hundred Ninety Five Thousand Dollars and Zero Cents ($195,000.00) less applicable withholdings within ten (10) business days after the Effective Date of this Confidential Agreement and General Release Agreement. b. Provided that Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“AgreementCOBRA”), for Employee and Employee’s eligible dependents (if any) within the time period prescribed pursuant to COBRA, the Company will pay COBRA premiums on a monthly basis for such coverage of Employee and compliance with its termsany of Employee’s eligible dependents covered under the Company’s health insurance (medical, dental and in accordance with Section 5(evision) plans as of immediately prior to the Employment Agreement, Employer agrees to provide Employee with the following: (i) A payment to equal to one (1) times the Executivetermination of Employee’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent employment with the Company’s payroll practice then in effect for active employees at , until the executive levelearliest of (x) over payment by the Company of a period of twelve nine (129) monthsmonths of such COBRA premiums (in other words, commencing coverage through December 31, 2016), (y) the date upon which Employee has secured other employment, or (z) the date upon which Employee and/or Employee’s eligible dependents otherwise become covered under other health (medical, dental and/or vision) plans. c. Provided that the Effective Date occurs no later than thirty sixty (3060) days after following the ExecutiveSeparation Date, twenty‑five percent (25%) of Employee’s separation from service by RSUs, which is equivalent to a total of 23,750 Shares subject to the Company without CauseRSUs (the “Accelerating Units”), except will accelerate vesting effective as otherwise provided in this Agreementof the Effective Date. For the avoidance of doubt, notwithstanding any contrary provision set forth in the above referenced payments shall be made RSU Agreement, to the extent necessary to enable the Accelerating Units to accelerate vesting in accordance with this Section 1.c., the amounts Accelerating Units will remain outstanding, and dates will neither be forfeited nor return to the Plan, until the sixty-first (61st) day following the Separation Date. Except as set forth on Schedule 2, attached heretoin this Section 1.c. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (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 RSUs will remain subject to purchase equity securities all of the Employer, or its subsidiaries, or respective affiliates (collectively, terms and conditions of the “Award Shares”) Plan and RSU Agreement. Employee acknowledges 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 he remains subject to the effective date terms of Employeethe Company’s separation from serviceIn▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇olicy and Guidelines With Respect to Certain Transactions in Securities until its applicability to him expires by its terms. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In consideration for Employee’s execution of this Confidential Agreement and General Release (“Agreement”) and compliance with its terms, and in accordance with Section 5(e) of the Employment covenants undertaken and releases given by Employee in this Agreement, Employer the Company agrees to provide Employee with the following: a. The Company shall pay Employee the gross amount of $3,250,000 (ithree million two hundred fifty thousand dollars), less statutory taxes and withholdings, no later than April 15, 2020. b. The Company shall pay Employee 100% of Employee's 2019 Annual Incentive Bonus in the amount of $1,250,000 (one million two hundred fifty thousand dollars) A payment pursuant to equal to one (1) times the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay terms of the relevant Plan, which shall be paid in substantially equal monthly installments (or such payable to Employee commensurate with other frequency consistent with similarly situated employees of the Company’s payroll practice then in effect for active employees . c. The Company shall provide full vesting of Employee's 2017 Performance Share Plan pursuant to the terms of the relevant Plan. d. The Company shall continue payment of Employee's base salary and benefits at the executive level) over a period current rate through the Separation Date payable in the ordinary course of the Company's payroll schedule. e. After the Employee's Separation Date, the Company will also provide Employee continued coverage under the Company's CNA Health and Group Benefits Program and the CNA Insured Health and Group Benefits Program ("the Plans"), including dental and vision coverage, Accidental Death & Disability, contributory life insurance, and dependent life insurance at the Employee's active rate for twelve (12) monthsmonths 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, commencing no later than thirty (30) days after which is comparable to the Executive’s separation from service by terms and conditions of the Company without Cause, except plan Employee is enrolled in as otherwise provided in this Agreementof the Separation Date. For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached hereto. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible Employee's separate eligibility for continuation of his health care insurance benefits under COBRA, and payment of as provided by the federal law known as COBRA premiums is permitted under applicable laws and regulations, begins to run at the Employer shall pay Separation Date. Employee agrees to notify the COBRA premiums until the earlier of (A) such time as Employee obtains alternative employment and Company promptly if he becomes eligible for health insurance through his new employer and (B) eighteen (18) months following the date of his separation from servicecoverage under another employer's comparable plans. (iii) f. The vesting period Company will arrange executive outplacement services for any unvested options, shares of restricted stock, or other rights to purchase equity securities Employee through a provider of the Employer, or its subsidiaries, or respective affiliates (collectively, the “Award Shares”) that were previously awarded to Employee pursuant to any Plan shall be accelerated, and any unvested Award Shares awarded to Company's choice. g. Employee shall become fully vested effective immediately prior not be required to mitigate the effective date amount of Employee’s separation any payment contemplated in Paragraph 2, nor will any earnings or benefits that Employee may receive from serviceany other source reduce any such payment. (iv) In addition, h. The total value of the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond pay and benefits described in Paragraph 2 constitutes the date Employee’s right to exercise would expire absent this Agreement"Settlement Payment. (v) Employer shall take all steps reasonably available to it to have the Board of Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries."

Consideration. In consideration exchange for Employee’s execution of the promises and agreements made by the Executive contained in this Confidential Agreement and General Release (“Agreement”) and compliance with its termsin satisfaction of the terms of the Career Education Corporation Executive Severance Plan, and in accordance with Section 5(eaddition to the benefits provided there under, the Company will (a) within ten (10) days following the date this Agreement may no longer be revoked by the Executive as described in Paragraph 18 of this Agreement (and provided that this Agreement has not been revoked), but not before January 3, 20100, pay to the Employment Agreement, Employer agrees to provide Employee with the following: Executive a lump-sum payment of $462,769.23 (i) A payment to which amount is equal to one (1) times sixty-four weeks of pay calculated based on the Executive’s then current annual Total Cash Compensation base salary as severance pay. This severance of the Separation Date), less all applicable taxes and other withholdings; (b) pay shall be paid in substantially to the Executive a lump-sum bonus payment of a gross amount of $225,000.00, which amount is equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period to 100% of twelve (12) months, commencing no later than thirty (30) days after the Executive’s separation from service by the Company without Cause2010 target bonus amount, except as otherwise provided in this Agreement. For avoidance of doubtless all applicable taxes and other withholdings, the above referenced payments shall be made paid in accordance with the amounts normal procedures at the time such payments are made to Employees of the Company, but not later than March 15, 2011, (c) if the Executive is currently a participant in the Company health and/or dental insurance plan(s) and dates set forth on Schedule 2the Executive timely elects to continue insurance coverage under federal COBRA law, attached hereto. (ii) To the extent Company will partially subsidize such COBRA coverage such that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall Executive will only pay the COBRA premiums until same cost that similarly situated active employees of the earlier Company pay for such insurance coverage for the following month(s): December 2010 through May 2012; (d) pay for one year of access to executive-level outplacement services to be provided to the Executive by an organization selected by the Executive and agreed to by the Company, which amount will be paid directly to the outplacement services provider (A) provided such time as Employee obtains alternative employment and becomes eligible for health insurance through his new employer amount shall not exceed $75,000.00); and (Be) eighteen (18) months following the date of his separation from service. (iii) The vesting period for any unvested options, each option to purchase shares of restricted stock, or other rights the Company issued to purchase equity securities of the Employer, or its subsidiaries, or respective affiliates Executive under the Company’s 1998 Employee Incentive Compensation Plan and the Company’s 2008 Incentive Compensation Plan (collectively, the “Award SharesOption Plans”) that were previously awarded to Employee pursuant to any Plan shall be accelerated), and any unvested Award Shares awarded to Employee shall become fully which was vested effective immediately prior to the effective Separation Date, or which became vested as of the Separation Date pursuant to the terms of the Options Plans and the relevant option agreements entered into pursuant thereto or pursuant to the Option and Restricted Stock Amendment Agreement, dated as of February 20, 2009, by and between the Executive and the Company, shall remain outstanding and exercisable until the earlier to occur of (i) the tenth anniversary of the grant date of Employee’s separation from service. such option, or (ivii) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond first anniversary of the date Employeethis Agreement is executed (as set forth on the signature page attached hereto). The Executive acknowledges that the monies and benefits set forth in this Paragraph 6 constitute additional consideration above and beyond anything to which the Executive is already entitled, in exchange for Executive’s right to exercise would expire absent execution of this Agreement. For purposes of clarification, pursuant to that certain Option and Restricted Stock Amendment Agreement, dated as of February 20, 2009, by and between the Executive and the Company, effective as of the Separation Date: (A) all unvested Options (as defined in the Career Education Corporation 1998 Employee Incentive Compensation Plan (the “1998 Plan”) held by the Executive under the 1998 Plan became one hundred percent (100%) vested, and (B) shares of Restricted Stock (as defined in the 1998 Plan) held by the Executive under the 1998 Plan became fully vested. (v) Employer shall take all steps reasonably available to it to have the Board of Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In consideration for of Employee’s execution of this Confidential Agreement and General the Release (“Agreement”) and compliance with its terms, and in accordance with Section 5(e) of the Employment Agreement, Employer agrees to shall provide Employee with the following: (ia) A payment to equal to one An aggregate of $180,000 (1less customary withholdings and deductions) times the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments payable as a lump sum upon Employee’s execution and delivery of this Agreement to Employer; (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive levelb) over a period of twelve An aggregate $180,000 (12less customary withholdings and deductions) months, commencing no later than thirty (30) days after the Executive’s separation from service by the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments shall be made in accordance with payable as a lump sum on the amounts eighth day after Employee’s execution and dates set forth delivery of the Release Agreement and the expiration of the revocation period (which is a condition to such payment) which Release Agreement shall be executed on Schedule 2, attached hereto.the Separation Date; and (iic) To the extent that the Employee qualifies for, complies with the requirements Reimbursement of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of Employee’s COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (A) such time as Employee obtains alternative employment and becomes eligible for health insurance through his new employer and (B) eighteen (18) 18 months following the date of his separation from service. Separation Date, plus an additional amount (iiipayable as and when such premiums are due) The vesting period for any unvested options, shares of restricted stock, or other rights equal to purchase equity securities the cost of the Employer, or its subsidiaries, or respective affiliates (collectively, the “Award Shares”) 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 effective date of Employee’s separation from service. (iv) In addition, the exercise period premiums for Employee to exercise any Award Shares shall be extended one (1) obtain 12 additional year beyond the date Employeemonths of medical benefits comparable to Employer’s right to exercise would expire absent this Agreement. (v) Employer shall take all steps reasonably available to it to have the benefit plan as determined by Employer’s Board of Directors as of TerreStar Corporation issue a resolution acknowledging the Separation Date. Employee shall be required to present Employer with invoices demonstrating payment for continued health care. Employee also shall be obligated to inform Employer if he obtains coverage from another health insurance carrier during this time period in which case Employer’s obligations under this paragraph 3(c) shall immediately cease. Employee acknowledges that the payments set forth in this paragraph 3 constitute the full satisfaction of Employer’s obligations under the Employment Agreement, the Severance Agreement, or any other oral or written agreement between the parties relating to Employee’s contributions employment or separation therefrom, including the payment of severance. Employee 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 an admission of liability on the development part of the Employer and its affiliates and subsidiariesthat it has done anything wrong. Employee agrees that Employee will not seek anything further from the Employer.

Consideration. In consideration OHM hereby agrees to provide Executive with the following benefits: (a) Except as set forth in Paragraph 4, Executive shall remain an OHM employee for Employee’s execution a period of five years from September 1, 1996 and through the earlier of (i) August 31, 2001, or (ii) the termination of the Agreement pursuant to Paragraph 4 of this Confidential Agreement (the "Employment Period"); and General Release shall be paid an initial annual salary of $250,000; such annual salary amount shall decrease by $25,000 during each of the next four successive years, in each case less all applicable income and other withholdings; (“Agreement”b) Continued life insurance, disability and compliance with its termsaccidental death and dismemberment benefits in the amounts and type provided to other senior executives of OHM through the Employment Period; (c) Continued health care insurance coverage in the amounts and type provided to other senior executives of OHM through the Employment Period; (d) All options granted to Executive prior to the date hereof under the OHM 1986 Stock Option Plan (the "Plan") shall be and remain fully exercisable through the Employment Period (to the extent such options are exercisable and become vested during the Employment Period pursuant to the terms of the agreements evidencing such options). Executive shall not be entitled to additional stock option grants during the Employment Period; and (e) Benefits and perquisites, in the amounts and type provided as of the date hereof to the Executive. In the event of any Change in accordance with Section 5(eControl (as defined below) of OHM, the Executive's employment shall terminate and all amounts due and payable pursuant to paragraph 3(a) for the remaining unfulfilled term of the Employment AgreementPeriod shall be payable in full and the Executive shall be reimbursed for the cost of continuing health insurance coverage during the 18 month period following the termination of his employment. This Agreement shall not limit any other benefit which may be payable to the Executive in the event of a Change in Control of OHM pursuant to any other retirement, Employer agrees to provide Employee with benefit or other compensation plan in which the followingExecutive participates. A "Change in Control" shall have occurred if at any time during the Employment Period any of the following events shall occur: (i) A payment to equal to one (1) times OHM is merged, or consolidated or reorganized into or with another corporation or other legal person, and as a result of such merger, consolidation or reorganization less than a majority of the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid combined voting power of the then-outstanding securities of such corporation or person immediately after such transaction are held in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after the Executive’s separation from service aggregate by the Company without Cause, except as otherwise provided in this Agreement. For avoidance shareholders of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached hereto.OHM immediately prior to such transactions; (ii) To the extent that the Employee qualifies for, complies with the requirements OHM sells all or substantially all of and otherwise remains eligible for continuation of his health care insurance benefits under COBRAits assets to any other corporation or other legal person, and payment less than a majority of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay combined voting power of the COBRA premiums until then-outstanding securities of which are held in the earlier aggregate by the shareholders of (A) OHM immediately prior to 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.sale; 3 (iii) The vesting period for There is a report filed on Schedule 13D or Schedule 14D-1 (or any unvested optionssuccessor schedule, shares form or report), each as promulgated pursuant to the Securities Exchange Act of restricted stock1934, as amended (the "Exchange Act"), disclosing that any person (as the term "person" is used in Section 13(d)(3) or other rights to purchase equity securities Section 14(d)(2) of the Employer, Exchange Act) has become the beneficial owner (as the term "beneficial owner" is defined under Rule 13d-3 or its subsidiaries, any successor rule or respective affiliates (collectively, regulation promulgated under the “Award Shares”Exchange Act) that were previously awarded of securities representing 25% or more of the combined voting power of the then-outstanding securities entitled 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 vote generally in the effective date election of Employee’s separation from service. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 directors of Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.OHM;

Consideration. (a) In consideration for Employee timely signing and not timely revoking this Agreement and complying with its terms Employer agrees: i. to pay Employee Five Hundred Twenty Six Thousand, Nine Hundred and Eighty-Eight Dollars ($526,988), less lawful deductions, representing 12 months of compensation at Employee’s execution base rate of this Confidential Agreement and General Release (“Agreement”) and compliance with its termspay, and in accordance with Section 5(e) to be paid as continuing payments of severance pay on Employer’s regular payroll dates over the 12 months following the Effective Date of the Employment Agreement, Employer agrees ; ii. to provide Employee with outplacement services for 12 months through LHH Programs paid by the following: (i) A payment to equal to one (1) times the Executive’s then current annual Total Cash Compensation as severance payEmployer on your behalf. This severance must be initiated by Employee within 90 days of the Effective Date; and iii. assuming Employee’s proper election of and eligibility for COBRA coverage, Employer shall pay shall be paid in substantially equal monthly installments (or such other frequency consistent with on Employee’s behalf the Company’s payroll practice then in effect premium costs for active employees at COBRA continuation coverage for medical, dental and vision insurance, for the executive level) over a period earlier of twelve (12) monthsmonths from the Separation Date or when the Employee commences employment with a third party. Nothing herein shall affect Employer’s ability to modify, commencing no later than thirty (30) days terminate or otherwise change any benefit plan it has in effect at any given time, to the extent permitted by law, and such changes shall be effective immediately, including any changes to the employee share of the premium. Employee will be responsible for paying the total cost of continuing insurance coverage under COBRA before and after the Executive’s separation from service payments made by Employer and all such payments must be mailed directly to the Company without Cause, except as otherwise provided in this Agreementthird-party administrator of COBRA. For avoidance of doubt, the above referenced payments shall be made in accordance Employee must notify Employer upon commencing employment with the amounts and dates set forth on Schedule 2, attached heretoa third party. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall iv. to pay the COBRA premiums until the earlier of (fees set out in Schedule “A) such time as Employee obtains alternative employment and becomes eligible ” to this Agreement in exchange 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 “Award Shares”) 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 effective date of Employee’s separation from service. (iv) In addition, agreement to provide the exercise period for Employee services set out in Schedule “A” to exercise any Award Shares shall be extended one (1) additional year beyond the date Employee’s right to exercise would expire absent this Agreement. v. to timely pay the Employee any accrued and unpaid vacation, less lawful deductions. (vb) Employer shall take A form W-2 will be issued to Employee and all steps reasonably available to it to have the Board of Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions relevant tax authorities in relation to the development payments. Apart from the mandatory withholding which Employer is required to take, Employee acknowledges and agrees that Employee is solely responsible for all tax obligations or consequences associated with the Severance Payment being provided hereunder. Employee agrees that Employee is responsible for all applicable taxes, if any, as a result of Employer and its affiliates and subsidiariesthe receipt of these monies in Paragraph 2.

Consideration. In consideration for EmployeeIf Executive signs (and does not revoke) and fully complies with Executive’s execution of this Confidential continuing obligations under the Employment Agreement and General Release (“under this Agreement”) and compliance with its terms, and in accordance with Section 5(econsideration for Executive’s additional promises set forth in Schedule A to this Agreement, which is hereby incorporated by reference herein: (i) Company will accept Executive’s resignation under the Employment Agreement and will waive the Resignation Notice Period required by section 2.1(1) of the Employment Agreement, Employer agrees to provide Employee with the following: (i) A payment to equal to one (1) times the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after the Executive’s separation from service by the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached hereto.; (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (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.Company will waive any entitlement to recover Executive’s residential relocation expenses; and (iii) The vesting Company will pay to Executive 12 months of pay equal to Executive’s most recent annual base salary, or the gross amount of $450,000, minus legally required withholdings, in equal bi-weekly installments over a 12-month period for (the “Consideration Installments”), provided that: (a) if Executive commences any unvested optionsemployment, shares of restricted stockconsultancy, or other rights to purchase equity securities arrangement resulting in Executive’s compensation for any services by a counterparty (the “Counterparty”), then Executive will immediately notify Company of the Employerdate of commencement of the engagement (the “Commencement Date”), its duration, the identity of the Counterparty, the remuneration to be provided to Executive (“Remuneration”), and particulars of the services to be provided by Executive to Counterparty; (A) If the Company determines that the business of the Counterparty is competitive to the business of the Company, then as of the Commencement Date, Executive’s non-competition obligations to Company under the Employment Agreement will end and Company shall have no obligation to pay any remaining Consideration Installments; (B) If the Company determines that the business of the Counterparty is not competitive to the business of the Company, and the Remuneration (calculated on a bi-weekly basis) is less than the remaining Consideration Installments, then as of the Commencement date, Company will pay Executive the difference between the Remuneration the remaining Consideration Installments. If the Remuneration exceeds the remaining Consideration Installments, then Company shall have no obligation to pay any remaining Consideration Installments; (iv) Executive will receive his current health and insurance benefits, at the Company’s expense, for one year after the Separation Date, or its subsidiariesthe Commencement Date, or respective affiliates whichever is earlier; and (v) Company will pay Executive’s August reimbursable expenses, including housing, provided that all expenses are in accordance with Company policies and the necessary business purpose and receipt are provided by Executive for each expense (items (iii)-(v), collectively, the “Award SharesConsideration Payment”) 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 effective date of Employee’s separation from service). (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. (a) In consideration for EmployeeExecutive’s execution of this Confidential Agreement and General Release (“Agreement”) and compliance with its terms, and in accordance with Section 5(e) of agreement to terminate the Employment Agreement, Employer agrees to provide Employee fully release Company from any and all Claims as described below, and to perform the other duties and obligations of 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 defined in the Compromise Agreement), Company will, subject to ordinary and lawful deductions (including normal withholdings consistent with the followingCompany’s practice for equalization of Executive’s tax liability) and Sections 4(b) and (c) below: (i) A payment Pay severance to equal to one (1) times Executive in the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with form of salary continuation for the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) monthsmonths 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, commencing except that no later payments shall be made during the period that begins immediately after the Termination Date and ends on the earlier of (i) Executive’s death or (ii) 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 options (disregarding any earlier expiration date provided for in any other agreement, including without limitation any related grant agreement, based solely on the termination of 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 $20,000 in total. This outplacement services benefit will be 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 payments shall be made or benefits delivered under this Agreement (other than payments required to be made by Company pursuant to Section 5 below) unless, within thirty (30) days after the Termination Date: (i) Executive has signed and delivered to Company a Release in the form attached hereto as Exhibit A (the “Release”); (ii) the applicable revocation period under the Release has expired without Executive having elected to revoke the Release; (iii) Executive has signed and delivered to Company the 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 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 Executive’s separation from service by Termination Date, provided Executive delivers the signed Release and Compromise Agreement to Company and the revocation period thereunder expires without CauseExecutive having elected to revoke the Release. (c) As a further condition to receipt of the payments and benefits in Section 4(a) above, except as otherwise provided 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. For avoidance , including without limitation any severance, notice rights, payments, benefits and other amounts to which Executive may be entitled under the laws of doubtEngland and Wales, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2Executive agrees not to pursue or claim any such payments, attached heretobenefits or rights. (iid) To Executive agrees to vacate the extent that Company-provided apartment in the Employee qualifies forUnited Kingdom no later than June 30, complies with the requirements of 2009 and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (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 to indemnify Company 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 “Award Shares”) 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 damages to the effective date of Employee’s separation from serviceapartment, except for any ordinary wear and tear. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In consideration for Employee’s execution Effective upon the expiration of the revocation period provided in Section 8 hereof and subject to the condition that this Confidential Agreement and General Release is not revoked by Duerden pursuant to such Section 8 prior to the expiration of such revocation period (such expiration date, the “AgreementEffective Date”) and compliance with its termsprovided that Duerden does not breach his obligations under Sections 4, 5, 6, 7 and 14 of the Employment Agreement or Section 10 below (such sections collectively, and in accordance together with Section 5(e15 and Sections 16(a) through (e) of the Employment Agreement, Employer the “Surviving Terms”), the Company agrees to provide Employee with the followingto: (ia) A payment pay to Duerden a lump sum amount equal to $70,833; (b) pay to Duerden a lump sum amount equal to $850,000, which amount equals one (1) times the Executiveyear of Duerden’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then base salary in effect as of the Separation Date; (c) pay to Duerden a lump sum amount equal to $850,000, which amount equals Duerden’s annual incentive compensation equal to 100% of Duerden’s base salary as of the Separation Date; (d) accelerate the vesting and exercisability, to the Effective Date, of the unvested options to purchase Company common stock and the unvested restricted stock awards listed on Exhibit A hereto, which would have vested and become exercisable had Duerden remained employed for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days 12 months after the Executive’s separation from service by the Company without Cause, except Separation Date. Except as otherwise provided in this Agreement. For avoidance Section 1(d), all stock options and restricted stock awards that are unvested as of doubt, the above referenced payments Separation Date shall be made in accordance terminated and cancelled as of the Separation Date, and Duerden shall have no further rights with the amounts and dates set forth on Schedule 2, attached hereto.respect to such awards; and (iie) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA employer portion of premiums for group health insurance coverage until the earlier of (Ai) such time as Employee obtains alternative employment February 28, 2011 or (ii) the date that Duerden and becomes his dependents are no longer eligible for COBRA continuation coverage, provided, that Duerden (and/or Duerden’s covered dependents) is eligible for and properly elects to continue group 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 optionscoverage, shares of restricted stock, or other rights to purchase equity securities of the Employer, or its subsidiaries, or respective affiliates (collectively, the “Award Shares”) 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 as in place immediately prior to the effective Separation Date, and Duerden continues to pay the employee portion of such health coverage. The amounts (if any) payable pursuant to Sections 1(a), (b) and (c) above shall be paid to Duerden in full on the first regular payroll date of EmployeeCrocs, Inc. to occur after September 1, 2010. Duerden acknowledges that he will not be entitled to any annual incentive compensation for fiscal year 2010. Pursuant to the terms of the applicable stock option agreements between the Company and Duerden, all vested and exercisable stock options held by Duerden as of the Separation Date and any stock options that vest pursuant to Section 1(d) above may be exercised by Duerden at any time within three months after the Separation Date in accordance with the terms and conditions set forth in the stock option agreements. Duerden acknowledges that the aggregate fair market value of the shares of common stock (determined as of the respective date or dates of grant) for which one or more stock options granted to him may for the first time become exercisable as “incentive stock options,” within the meaning of Section 422 of the Internal Revenue Code, during any one calendar year shall not exceed the sum of $100,000, and that any options (or portion thereof) that exceed such limit shall be treated as options that are not incentive stock options but only to the extent of such excess. For purposes of this Section 1, the parties confirm that the Separation Date is the date of Duerden’s separation from service. (ivservice with the Company within the meaning of Section 409A(a)(2)(A)(i) In addition, of the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the date Employee’s right to exercise would expire absent Code. Notwithstanding anything in this Agreement. (v) Employer shall take all steps reasonably available to it to have the Board of Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions Agreement or elsewhere to the development of Employer and its affiliates and subsidiariescontrary, Duerden shall have no duties or responsibilities after the Separation Date that are inconsistent with his having a “separation from service” on the Separation Date.

Consideration. In consideration return for EmployeeExecutive’s execution release of claims and other promises in this Confidential Agreement and General Release (“Agreement”) and compliance with its terms, and in accordance with Section 5(e) of the Employment Agreement, Employer agrees to provide Employee with the following: provided Executive: (i) A payment signs this Agreement within the twenty-one (21) day period described below; (ii) does not revoke this Agreement as provided below; and (iii) furnishes to equal the Bank 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 this Agreement: a. The Bank will continue to pay Executive his annualized base salary ($350,000.00 per year) for a one (1) times year period beginning on the day after the Separation Date and ending on the first anniversary of the Separation Date (the “Salary Continuation Payments”). The Salary Continuation Payments will be paid to Executive in accordance with the Bank’s standard payroll procedures commencing on the Bank’s first regularly scheduled payroll date following the Effective Date (as defined in Section 20 below); provided, however, that the first Salary Continuation Payment will include any unpaid Salary Continuation Payments accrued after the Separation Date; b. The Bank will include in the Salary Continuation Payments and pay to Executive the average of Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid bonuses earned for the three (3) full years preceding the Separation Date ($111,725.00 total) in substantially equal monthly installments (or such other frequency consistent with Section 2a above; c. If Executive timely and properly elects continuation coverage under the CompanyConsolidated Omnibus Reconciliation Act of 1985 (“COBRA”), the Bank shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive’s payroll practice then in effect dependents (with the Executive required to pay for active employees at any employee-paid portion of such coverage) (such amounts to be referred to herein as the executive level) over a period of twelve (12) months, commencing no later than “COBRA Benefits”). The Bank shall make any such reimbursement within thirty (30) days after the following receipt of evidence from Executive of Executive’s separation from service by payment of the Company without Cause, except as otherwise provided in this AgreementCOBRA Benefits. For avoidance of doubt, the above referenced payments Executive shall be made in accordance with the amounts and dates set forth on Schedule 2, attached hereto. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums to receive such reimbursement until the earlier of earliest of: (Ai) such time as Employee obtains alternative employment and becomes eligible for health insurance through his new employer and twelve (B) eighteen (1812) months following the Separation Date; (ii) the date of his separation from service. Executive is no longer eligible to receive COBRA Benefits; and (iii) the date on which Executive either receives or becomes eligible to receive substantially similar coverage from another employer. Executive shall bear full responsibility for applying for COBRA Benefits and the Bank shall have no obligation to provide Executive such coverage if the Executive fails to elect COBRA Benefits in a timely fashion; and d. The vesting period for any unvested options, shares of restricted stock, or other rights to purchase equity securities Bank will fully fund the Bank’s portion of the EmployerJune 30, or its subsidiaries2022, or respective affiliates (collectively, the “Award Shares”) 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 contribution for Executive to the effective date of EmployeeBank’s separation from service401(k) Plan. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In consideration for Employee’s execution of this Confidential Agreement and General Release (“Agreement”) and compliance with its terms, and in accordance with The Company agrees to provide Employee the severance pursuant to Section 5(e) 8 of the Employment Agreement. For the avoidance of doubt, Employer such severance includes the payment to Employee of a lump sum equivalent to 6 months of Employee’s base salary, for a total of One Hundred Seventy Nine Dollars ($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 provide reimburse Employee with for COBRA coverage for Employee and his or her covered dependents from the following: (i) A payment Effective Date of this Agreement through September 22, 2013 or until Employee and his or her covered dependents are covered by similar plans of Employee’s new employer, whichever occurs first, provided Employee timely elects COBRA coverage. In addition if Employee has elected coverage for Employee or Employee and Employee’s covered dependents under the Company’s high deductible health plan as of immediately prior to equal to one (1) times the Executiveemployee’s then current annual Total Cash Compensation as severance pay. This severance pay 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 substantially equal 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 installments (or such other frequency by the Company to Employee consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) monthsnormal expense reimbursement policy. Pursuant to this Agreement, commencing no later than thirty (30) days after the Executive’s separation from service by Employee is obligated to notify the Company without Cause, except as otherwise provided in this Agreement. For avoidance within five (5) business days of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached hereto. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (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 Employee and 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 “Award Shares”) 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 effective date her covered dependents are covered by similar plans of Employee’s separation from servicenew employer. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In consideration for Employee’s execution of this Confidential Agreement and General Release (“Agreement”) and compliance with its termsyour releases, promises, and representations in accordance with Section 5(e) of the Employment this Agreement, Employer the Company agrees to provide Employee with the following: that if you (i) A payment sign, and do not revoke, this Agreement within the Revocation Period (as defined below); and (ii) comply with restrictive covenants set forth in this Agreement, the Company will provide you, subject to Section 10, with the following (the “Severance Benefits”), which you acknowledge is more than you would be entitled to receive if you did not sign this Agreement: ▇. ▇▇▇▇▇▇▇▇▇ pay in a total amount equal to one twenty-four (124) times weeks of your current base salary with the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall Company, minus any applicable taxes and withholdings and other amounts required by law to be paid withheld, payable in substantially equal monthly installments (or such other frequency consistent accordance with the Company’s regular payroll practice then in effect for active employees at the executive level) practices over a twenty-four (24) week period (the “Severance Period”), beginning on the first payroll date that follows the expiration of twelve (12) months, commencing the Revocation Period but in any event no later than thirty sixty (3060) days after the Executive’s separation from service by the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced Separation Date (it being understood that payments shall be not commence until after the expiration of the Revocation Period and that the first payment shall include all payments that would otherwise have been made in accordance with after the amounts Separation Date); B. provided that you elect, and dates set forth on Schedule 2, attached hereto. (ii) To to the extent that the Employee qualifies you are and remain eligible for, complies with continuation coverage under the requirements Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and otherwise remains eligible for continuation of his the Company’s group health care insurance benefits under COBRAplan, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay that part of the COBRA premiums until for such continued coverage of you (and, if applicable as of the Separation Date, your dependents) that exceeds the amount that you would pay for such coverage if you were an active employee of the Company, starting on the first day following the date on which your coverage under that plan as an employee of the Company ends, and ending on the earlier of (Ai) 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 as of his separation from service. which twenty-four (iii24) The vesting period weeks of such subsidized COBRA premiums have been paid; or (ii) the date on which your right to continuation coverage under COBRA ends. You agree and acknowledge that for any unvested optionsso long as you are covered by COBRA and receiving severance pay under Section 4(A), shares of restricted stock, or other rights to purchase equity securities the amount that you would pay for coverage under the Company’s group health plan if you were an active employee of the EmployerCompany shall be deducted from such severance payments, or its subsidiaries, or respective affiliates (collectively, and that this coverage under the “Award Shares”) that were previously awarded Company’s group health plan shall run concurrently with such plan’s obligation to Employee provide continuation coverage pursuant to any Plan COBRA. You further agree and understand that this Section 4(B) shall be accelerated, and any unvested Award Shares awarded not limit such plan’s obligation to Employee shall become fully vested effective immediately prior to the effective date of Employee’s separation from service. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.provide continuation coverage under COBRA; and

Consideration. In consideration for Employeethe transactions contemplated herein, and notwithstanding anything to the contrary set forth in the Agreement, within ten (10) Business Days following the Recapture Effective Date (the “Recapture Payment Date”): a. the Reinsurer shall pay to the Ceding Company or its designee a recapture payment, determined in accordance with Schedule III (the “Recapture Payment”), equal to: i. the Ceded Reserves with respect to the Recaptured Policies as of the Recapture Effective Date; plus ii. the Recapture IMR Amount (defined below) with respect to the Recaptured Policies as of the Recapture Effective Date; and b. the Ceding Company shall pay to the Reinsurer a recapture commission in an amount determined in accordance with Schedule III (the “Recapture Commission”). The Reinsurer’s execution obligation to 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 this Confidential Agreement the assets set forth on, and General Release as specified in, Schedule II (the “AgreementRecapture 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 the case of assets with existing impairments as of March 31, 2023, take further impairments as of June 30, 2023 under Delaware SAP (the “Impaired Assets”) and compliance with its termsto reasonably agree to the treatment of such Impaired Assets for purposes of this Amendment, and in accordance with Section 5(e) of the Employment Agreement, Employer agrees to provide Employee with the following: including (i) A payment replacing any such Impaired Assets with new non-impaired assets with substantially similar (w) 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 Parties, (ii) releasing or transferring additional assets or (iii) otherwise reflecting such impairment in the Recapture Payment Adjustment (defined below) and/or Recapture Commission Adjustment (defined below). The Ceding Company’s obligation to pay the Recapture Commission to the Reinsurer shall be satisfied by the Ceding Company transferring to the Reinsurer (by wire transfer of immediately available funds) an amount of cash equal to one (1) times the Executive’s then current annual Total Cash Compensation as severance payRecapture Commission. This severance pay 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 paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period determined on an estimated basis using in-force reserve and asset information as of twelve (12) monthsMarch 31, commencing no later than thirty (30) days after the Executive’s separation from service by the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments 2023 and shall be made subject to adjustment in accordance with the amounts and dates provisions set forth on in Schedule 2, attached heretoIV. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (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 “Award Shares”) 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 effective date of Employee’s separation from service. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. (a) In consideration for EmployeeExecutive’s execution of this Confidential Agreement and General Release (“Agreement”) and compliance with its terms, and in accordance with Section 5(e) of agreement to terminate the Employment Agreement, Employer agrees to provide Employee with fully release Company from any and all Claims as described below, and to perform the followingother duties and obligations of Executive contained herein, Company will, subject to ordinary and lawful deductions and Sections 4(b) and (c) below: (i) A payment Pay severance to equal to one (1) times Executive in the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with form of salary continuation for the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) monthsmonths 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 Ten thousand nine hundred thirty and 77/100 dollars ($10,930.77) per bi-weekly pay period during the Severance Period, commencing except that no later payments shall be made during the period that begins immediately after the Termination Date and ends on the earlier of (i) Executive’s death or (ii) six months after the Termination Date. The payments that would otherwise have been made in such period shall be accumulated and paid in a 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, at the time Executive's annual bonus for such year otherwise would have been paid had Executive continued employment, (A) for 2015, an amount equal to Executive's actual earned full-year bonus, and (B) for 2016, an amount equal to Executive's actual earned full-year bonus, pro-rated based on the number of days Executive was employed in such year on and before the Termination Date. Payment of any bonus for 2015 and any pro-rated bonus for 2016 will be dependent upon the Company’s achievement of certain financial performance goals established by the Compensation Committee for the applicable year in the same manner as are applicable to similarly-situated executives of Company who participate in the annual bonus plans. (iv) Vest, effective as of the date upon which the revocation period for the Release described in Section 4(b) below expires without Executive having elected to revoke the Release, (A) 60,000 of Executive’s outstanding unvested options, with an exercise price of $6.64 per share, that were granted as of September 11, 2014, (B) 6,666 shares of Executive’s outstanding unvested restricted stock that were granted as of September 11, 2014, and (C) a prorated number of Executive’s outstanding unvested restricted stock units that were granted as of March 30, 2105 equal to the number of such restricted stock units multiplied by a fraction, the numerator of which is 383, and the denominator of which is (x) the number of days in the two-year period beginning with calendar year 2015 and ending with calendar year 2016 (the “Cumulative Performance Period”) if no Change in Control (as defined in the restricted stock units award agreement) occurs prior to the end of the Cumulative Performance Period or (y) the number of days in the Cumulative Performance Period until the Change in Control occurs if a Change in Control occurs prior to the end of the Cumulative Performance Period. Such prorated number of Executive’s restricted stock units shall remain outstanding and be eligible to become payable in accordance with the terms of such restricted stock units, except Executive shall not be entitled to receive any dividend equivalents with respect to such prorated number of Executive’s restricted stock units after the date Executive’s employment with the Company terminates. Additionally, 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 termination of Executive’s employment). All of Executive’s outstanding stock options, restricted stock and restricted stock units that are not otherwise vested as set forth herein shall expire and be forfeited as of the Termination Date without any payment therefor. (v) Payment of one year of outplacement services from Executrak or an outplacement service provider of Executive's choice, limited to $20,000 in total. This outplacement services benefit will be forfeited if Executive does not begin using such services within 60 days after the Termination Date. (b) Notwithstanding anything else contained herein to the contrary, no payments shall be made or benefits delivered under this Agreement (other than payments required to be made by Company pursuant to Section 5 below) unless, within thirty (30) days after the Termination Date: (i) Executive has signed and delivered to Company a Release in the form attached hereto as Exhibit A (the “Release”); and (ii) the applicable revocation period under the Release has expired without Executive having elected to revoke the Release. Executive agrees and acknowledges 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. Any payments to be 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 options, restricted stock and restricted stock units as set forth in Section 4(a)(iv) 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, reimbursement shall be made, on the first bi-weekly pay period occurring more than thirty (30) days after the Executive’s separation from service by Termination Date, provided Executive delivers the signed Release to Company and the revocation period thereunder expires without CauseExecutive having elected to revoke the Release. (c) As a further condition to receipt of the payments and benefits in Section 4(a) above, except as otherwise provided 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. For avoidance , including without limitation any severance, notice rights, payments, benefits and other amounts to which Executive may be entitled under the laws of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached hereto. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of any jurisdiction and/or his health care insurance benefits under COBRAEmployment Agreement, and payment Executive agrees not to pursue or claim any of COBRA premiums is permitted under applicable laws and regulationssuch payments, the Employer shall pay the COBRA premiums until the earlier of (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 servicebenefits or rights. (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 “Award Shares”) 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 effective date of Employee’s separation from service. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In consideration for Employee’s execution of this Confidential Agreement and General Release (“Agreement”) the release herein, and his compliance with its terms, his obligations hereunder and in accordance with Section 5(e) of under the Employment Confidentiality Agreement, Employer agrees to the Company will provide Employee with the following: (i) A payment 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 equal be paid as soon as practicable following the Effective Date (as defined below) of this Agreement; (ii) the employee is entitled to one severance of 24 months of the Employee’s base salary, less all lawful and authorized withholdings and deductions (1the “Cash Severance”) times under their Employment Agreement and both parties have agreed to engage in good faith negotiations on the Executive’s then current annual Total Cash Compensation as amount of severance pay. This severance pay shall to be paid in substantially equal monthly installments the future in cash or stock awards as soon as practicable following the Effective Date (or such other frequency consistent as defined below) of this Agreement; (iii) reimbursement of Employee for the period commencing on the Separation Date and continuing through and including December 31, 2024 of the premiums associated with Employee’s continuation of health insurance for Employee and Employee’s family pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, 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 payroll practice then in effect for active employees at the executive levelnormal expense reimbursement policy; (iv) over a period reimbursement of twelve (12) months, commencing no later than thirty (30) days after the Executive’s separation from service expenses incurred by the Company without Causeand paid by the Employee, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments shall be made payable in accordance with the amounts and dates set forth on Schedule 2, attached hereto. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (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 “Award Shares”) 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 effective date of EmployeeCompany’s separation from service. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the date Employee’s right to exercise would expire absent this Agreement.normal expense reimbursement policy; and (v) Employer full vesting of any earned shares of the Company’s common stock. Notwithstanding the foregoing, in the event the Company determines, in its reasonable discretion, that payment of the Cash Severance Payment would jeopardize the Company’s ability to continue as a going concern, then in accordance with Treasury Regulation § 1.409A-3(d), the Company shall take all steps reasonably available not pay the Cash Severance Payment until the first taxable year in which it is able to it make such payment without jeopardizing the Company’s ability to have the Board of Directors of TerreStar Corporation issue continue as a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiariesgoing concern.

Consideration. In (a) As consideration for EmployeeVenglarik’s execution performance of consulting services hereunder, Company agrees to pay Venglarik the amounts set forth in paragraph 2, below; and (b) As consideration for Venglarik’s 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 Confidential Agreement period), her bi-weekly payment may be prorated accordingly. (c) Venglarik shall be eligible to continue her and General Release her eligible dependents’ group health plan benefits (“AgreementHealth Benefits”) pursuant to the provisions of COBRA. During the period from the Termination Date through March 19, 2011, 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 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 COBRA 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 Company employees to elect to convert her basic and/or supplemental life insurance coverage to an individual policy. Subject to Venglarik’s timely election to convert such coverage and her 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 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 its 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 accordance with the SPP Plan) on her Termination Date. Company’s obligations under this Section 5(e) of the Employment Agreement, Employer agrees to provide Employee with the following: 1 are contingent upon (i) A payment to equal to one (1) times the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after the Executive’s separation from service by the Company without Cause, except as otherwise provided in Venglarik having executed this Agreement. For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached hereto. (ii) To the extent that the Employee qualifies forseven (7) day revocation period provided in Section 8, complies with the requirements of below, having expired and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (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 Venglarik having not exercised that right of restricted stock, or other rights to purchase equity securities of the Employer, or its subsidiaries, or respective affiliates (collectively, the “Award Shares”) 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 effective date of Employee’s separation from servicerevocation. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

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 the Reaffirmation Provision attached hereto as Exhibit A on May 14, 2011, and Employee’s compliance with the terms of this Confidential Agreement and General Release (“Agreement”) and compliance with its termsReaffirmation Provision, and 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 “Salary Continuation Period”) to commence after May 13, 2011. This consideration is subject to the limitations stated in Section 5(e(C)(4) and Section (D) of the Employment AgreementSeverance Policy for Senior Officers of Gerber Scientific, Employer Inc., which is incorporated by reference and attached as Exhibit B; b. to pay to Employee one year of his annual base salary, $255,000 (two hundred fifty five thousand dollars); c. to pay to Employee a pro rata portion of Employee’s 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 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 July; d. if Employee properly and timely elects to continue medical and dental coverage under the Gerber Scientific, Inc. Employee Health & Dental Plan in accordance with the continuation requirements of COBRA, 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 (medical and dental) insurance coverage under the health insurance plan provided to Employee immediately prior to the Termination Date. During this period, Employee will be responsible for paying Employee’s share of premiums as determined by the Company’s regular employee benefit practices as if Employee had continued his employment with Gerber. Thereafter, Employee shall be entitled to elect to continue such COBRA coverage for the remainder of the COBRA period, at Employee’s own expense; ▇. ▇▇▇▇▇▇ shall, for a period of thirty (30) days following the commencement of the Salary Continuation Period, continue to provide Employee with the following: (i) A payment to equal to one (1) times the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after the Executive’s separation from service by the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached hereto. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care same life insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (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 “Award Shares”) that were previously awarded provided 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 effective date 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 separation from service. (iv) In addition, 7,500 unvested stock options and 21,230 unvested restricted shares which were granted under the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.Gerber Scientific Inc. 2006 Omnibus Incentive Plan and

Consideration. In consideration for Employee’s execution of Employee signing this Confidential Agreement and General Release (“Agreement”) Release, and compliance complying with its terms, Momenta agrees to provide the following separation benefits in accordance with and pursuant to the Executive Employment Agreement between Employee and the Company dated as of June 18, 2008 (as amended, the “Employment Agreement”): (a) Four hundred fifty thousand six hundred twenty six dollars ($450,626), representing an amount equal to twelve (12) months of Employee’s gross base salary as of the date of termination, less lawful deductions, to be paid in equal ratable installments in accordance with the Company’s regular payroll practices over the twelve (12) month period beginning on the next payroll date following the 60th day after the date of termination; (b) One hundred eighty thousand two hundred fifty dollars ($180,250), less lawful deductions, representing the greater of (i) the annual discretionary target bonus for Employee for fiscal year 2018 and (ii) the annual bonus paid to the Employee for fiscal year 2017, to be paid in one lump sum on the next payroll date following the 60th day after the date of termination; (c) if Employee is eligible for and timely elects to continue his medical, dental and/or vision health insurance coverage pursuant to COBRA, the Company shall continue to contribute, until the earlier of twelve (12) months following the date of termination or the date on which Employee becomes eligible to receive group medical, dental and/or vision insurance coverage through a new employer (the “Contribution Period”), toward the cost of Employee’s COBRA premiums the same amount that it pays on behalf of active and similarly situated employees receiving the same type of coverage. The remaining balance of any premium costs, and all premium costs after the Contribution Period, shall be paid by Employee on a monthly basis. After the Contribution Period, Employee may continue receiving coverage under COBRA at his own cost if and to the extent that he remains eligible for COBRA continuation. Employee agrees that he shall notify the Company in writing immediately following the date on which he becomes eligible for group medical and/or dental insurance coverage through another employer; (d) the Company shall continue to provide benefits to Employee in accordance with any applicable life insurance, accident and/or disability plans under which he was eligible as of the date of termination consistent with such benefits as may be provided to active and similarly situated employees covered by such plans, until the earlier of (i) twelve (12) months following the date of termination or (ii) the date on which Employee becomes eligible to receive substantially comparable coverage through a new employer (the “Extended Benefits Period”); provided, however, that if such plans do not permit continued coverage of Employee following the date of termination, the Company shall instead reimburse Employee for the reasonable cost of purchasing substantially comparable coverage during the Extended Benefits Period, payable in accordance with Section 5(e10(d). Employee agrees that he shall notify the Company in writing immediately following the date on which he becomes eligible for life insurance, accident and/or disability coverage through a new employer; and (e) Employee shall be entitled to continued vesting of any unvested stock options outstanding as of the Employment Agreementdate of termination (collectively, Employer agrees to provide Employee with the following: (i“Outstanding Stock Options”) A payment to equal to one (1) times the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) monthsmonths from the date of termination (the “Extended Vesting Date”) regardless of whether Employee maintains a continuous service relationship with the Company during such time and, commencing no later than thirty (30) days subject to the terms of the applicable equity plan and award agreement, the right to exercise any Outstanding Stock Options shall terminate on the earlier of three months after the Executive’s separation from Extended Vesting Date and the original expiration date of the Outstanding Stock Option (assuming no termination of employment occurred); provided that, if Employee maintains a continuous service by relationship with the Company without Causeafter the Extended Vesting Date, except Employee will be eligible for continued vesting and exercisability of any Outstanding Stock Options as otherwise provided in this Agreement. For avoidance of doubtdescribed in, and subject to the terms of, the above referenced payments documents governing the Outstanding Stock Option. Employee shall also be made entitled to immediate vesting, on the date of termination, of any restricted stock awards and restricted stock unit awards with underlying shares that (i) vest solely through the passage of time (i.e., service-based vesting) and not upon the achievement of specified conditions or milestones (i.e., performance-based vesting) or (ii) accelerate in accordance with their terms in connection with Employee’s termination without cause (collectively, “Outstanding Restricted Stock Awards”), in each case that would have vested during the period of twelve (12) months from the date of termination; provided that, if any such awards constitute “non-qualified deferred compensation” subject to Section 409A (as defined in Section 10), then such awards will vest on the date of termination and will be paid or settled, as applicable, in accordance with the amounts and dates set forth on Schedule 2, attached hereto. (ii) To schedule that applies to such awards notwithstanding the accelerated vesting provisions of this Section to the extent that necessary to avoid a prohibited distribution under Section 409A. For the avoidance of doubt and notwithstanding the contrary terms of any Outstanding Restricted Stock Award, Employee qualifies for, complies with will not continue vesting in any Outstanding Restricted Stock Awards by reason of Employee’s continued service to the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (A) such time as Employee obtains alternative employment and becomes eligible for health insurance through his new employer and (B) eighteen (18) months Company following the date of his separation from service. (iii) The vesting period for any unvested options, shares of restricted stock, or other termination and Employee shall have no further rights to purchase equity securities of the Employer, or its subsidiaries, or respective affiliates (collectively, the “Award Shares”) that were previously awarded to Employee pursuant with respect to any Plan shall be accelerated, and any Outstanding Restricted Stock Awards that remain unvested Award Shares awarded to Employee shall become fully vested effective immediately prior to after taking into account the effective date of Employee’s separation from servicevesting provisions set forth in this Section 2(e). (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In consideration for Employee’s execution of this Confidential Agreement and General Release (“Agreement”) and compliance with its terms, and in accordance Consistent with Section 5(e5(b) of the Employment Agreement, Employer in consideration for Executive signing and not revoking this Agreement and complying with its terms, Company agrees to provide Employee Executive with the following: (ia) A payment to an amount equal to one (1) times the 100% of Executive’s then current annual Total Cash Compensation base salary in effect as severance pay. This severance pay shall be paid of the Separation Date, less applicable withholdings and deductions, payable in substantially twelve equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) monthsinstallments, commencing no later than thirty (30) Salary continuation payments shall commence within 60 days after the Separation Date and, once commenced, will include any unpaid amounts accrued from the Separation Date. (b) any continuation coverage premium payments (for Executive and Executive’s separation from service dependents) for continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for the one-year period following the Separation Date or, if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding the foregoing, if Company, in its sole discretion, determines that it cannot provide the foregoing subsidy of COBRA coverage without potentially violating or causing Company without Causeto incur additional expense as a result of noncompliance with applicable law (including Section 2716 of the Public Health Service Act), except as otherwise provided Company instead shall provide to Executive a taxable monthly payment in this Agreement. For avoidance an amount equal to the monthly COBRA premium that Executive would be required to pay to continue the group health coverage in effect on the Separation Date (which amount shall be based on the premium for the first month of doubtCOBRA coverage), the above referenced which payments (i) shall be made in accordance with the amounts and dates set forth on Schedule 2regardless of whether Executive elects COBRA continuation coverage, attached hereto. (ii) To shall commence on the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier later of (A) such time as Employee obtains alternative employment and becomes eligible for health insurance through his new employer the first day of the month following the month in which the Separation Date occurs 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 “Award Shares”) 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 effective date of Employeethe Company’s separation from servicedetermination of violation of applicable law, and (iii) shall end on the earliest of (x) the effective date on which Executive becomes covered by a medical, dental or vision insurance plan of a subsequent employer, and (y) the last day of the period one year after the Separation Date. Executive shall have no right to an additional gross-up payment to account for the fact that such COBRA premium amounts are paid on an after-tax basis. (ivc) In additionno later than 75 days after the end of the 2023 fiscal year, a single lump-sum amount equal to Executive’s Earned Bonus (as defined in the exercise period Employment Agreement) for Employee such fiscal year, less applicable withholdings and deductions. To be eligible for the payments and benefits described in subsections (a)-(c), Executive must have timely returned to exercise Company a fully executed original of this Agreement and not revoked the Agreement. The payments and benefits provided pursuant to this Section 2 shall not be taken into account as current compensation under any Award Shares retirement plan, benefit, program, or arrangement sponsored or maintained by Company. Any equity award previously granted to Executive shall be extended one (1) governed by the terms of the equity incentive plan under which the grant was made. Executive understands, acknowledges, and agrees that the consideration set forth in this Section 2 fully satisfies Company’s obligations to Executive under the Employment Agreement or otherwise upon separation from employment. Executive further acknowledges that Executive is not entitled to any additional year beyond the date Employee’s right to exercise would expire absent payment or consideration not specifically referenced in this Agreement. (v) Employer shall take all steps reasonably available to it to have the Board of Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

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 for Employee’s execution of this Confidential Agreement and General Release (“Agreement”) and compliance with its terms, the terms of this Separation Agreement and in accordance with Section 5(e) of the Employment AgreementRelease, Employer agrees to provide pay Employee with the following: (i) A payment to equal to one (1) times the Executive’s then current annual Total Cash Compensation separation payments as follows: • $714,000 as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of , reflecting twelve (12) monthsmonths Base Salary as in effect at the Separation Date; and • $1,627,000, commencing no later than thirty as severance pay, reflecting the average of Employee’s Bonus for the two (302) days after years preceding the Executiveyear in which the Separation Date occurs (2016 and 2017); and • An amount equal to Employee’s separation from service by annual auto allowance ($30,000), payable in 12 equal monthly installments of $2,500 each. Subject to Employee’s continued compliance with the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubtterms hereof, the above referenced separation payments shall will be made in accordance with the amounts Employer’s regular payroll practices, and dates set forth on Schedule 2less all applicable withholdings for federal, attached hereto. (ii) To the extent that the Employee qualifies forstate and local income taxes, complies Social Security, and all other customary withholdings. Subject to Employee’s continued compliance with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRAterms hereof, and payment expressly subject to Amendment No. 1 to the Employment Agreement regarding the timing of COBRA premiums is permitted under applicable laws and regulationspayments, the Employer shall pay separation and severance payments will be distributed in bi-weekly installments beginning with the COBRA premiums next regular payroll that is processed within fifteen (15) business days after the Separation Date. If Employee is enrolled, Employee’s medical and dental insurance coverage will continue until the earlier last day of (A) such time as the month in which Employee’s employment terminates, at the Company’s expense, and the Company will reimburse Employee obtains alternative employment and becomes eligible for health insurance through his new employer and (B) eighteen (18) any COBRA payments he makes during the 12 months following the date Separation Date. If Employee properly and timely elects to continue medical and/or dental group insurance coverage under the Company’s Employee Benefits Plan in accordance with the continuation requirements of his separation from service. COBRA (iii) The vesting period the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended), Employee may be entitled to elect to continue such COBRA coverage for any unvested options, shares of restricted stock, or other rights to purchase equity securities the remainder of the EmployerCOBRA eligibility period, or its subsidiariesat 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, or respective affiliates (collectivelyEmployee becomes employed by a third party and is eligible for coverage under the group benefits plan of the new employer, Employee must notify the “Award Shares”) Employer in writing of such new employment so 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 the Employer receives such notification prior to the effective date commencement of Employee’s separation from service. (iv) In addition, the exercise period for Employee to exercise any Award Shares this employment. Such notice shall be extended one (1) additional year beyond the date Employee’s right delivered to exercise would expire absent this AgreementSystemax Inc., Attn: Benefits Department, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. (v) Employer shall take all steps reasonably available to it to have the Board of Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In (a) As consideration for Employee’s execution 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 Confidential Agreement and General Release period), his bi-weekly payment may be prorated accordingly so that the total payments over the twelve month period are equal to $335,000. (“Agreement”c) and compliance with its terms, and in accordance with Section 5(e) Beginning on the first of the Employment Agreementmonth following the Termination Date and continuing for twelve months, Employer Company agrees to provide Employee with the following: (i) A an additional monthly severance payment to which, after tax, is equal to one (1) times the Executiveportion of the premium for Health Benefits coverage for Employee and Employee’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after the Executive’s separation from service by eligible dependents that the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached hereto. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (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 “Award Shares”) 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 was paying immediately prior to the effective date of Termination Date plus the amount the Company has paid into Employee’s separation from serviceHealth 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. (ivd) In addition, Continue Employee’s Basic Life Insurance coverage through the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond earlier of the twelve month anniversary of the Termination Date or the date Employee’s right to exercise would expire absent this Agreementon which Employee secures new employment. (ve) Employer 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 take all steps reasonably available to it to have the Board of Directors of TerreStar Corporation issue a resolution acknowledging 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 contributions attainment of other employment. (g) Employee will be able to exercise stock options and stock-settled appreciation rights that are vested as of the development Termination Date for two months following the Termination Date. No accelerated vesting of Employer equity grants will occur and its affiliates 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 subsidiariescompliance with the terms of this Agreement, (ii) the seven (7) day revocation period provided in Section 8, below, having expired and (iii) Employee having not exercised that right of revocation.

Consideration. (a) In consideration for Employee timely signing and not timely revoking this Agreement and complying with its terms Employer agrees: i. to pay Employee One Million, Two Hundred Thirty Four Thousand, Three Hundred and Fifteen Dollars ($1,234,315), less lawful deductions, representing 18 months of compensation at Employee’s execution base rate of this Confidential Agreement and General Release (“Agreement”) and compliance with its termspay, and in accordance with Section 5(e) to be paid as continuing payments of severance pay on Employer’s regular payroll dates over the 18 months following the Effective Date of the Employment Agreement, Employer agrees ; ii. to provide Employee with outplacement services for 12 months through LHH Programs paid by the following: (i) A payment to equal to one (1) times the Executive’s then current annual Total Cash Compensation as severance payEmployer on your behalf. This severance must be initiated by Employee within 90 days of the Effective Date; and iii. assuming Employee’s proper election of and eligibility for COBRA coverage, Employer shall pay shall be paid in substantially equal monthly installments (or such other frequency consistent with on Employee’s behalf the Company’s payroll practice then in effect premium costs for active employees at COBRA continuation coverage for medical, dental and vision insurance, for the executive level) over a period earlier of twelve (12) monthsmonths from the Separation Date or when the Employee commences employment with a third party. Nothing herein shall affect Employer’s ability to modify, commencing no later than thirty (30) days terminate or otherwise change any benefit plan it has in effect at any given time, to the extent permitted by law, and such changes shall be effective immediately, including any changes to the employee share of the premium. Employee will be responsible for paying the total cost of continuing insurance coverage under COBRA before and after the Executive’s separation from service payments made by Employer and all such payments must be mailed directly to the Company without Cause, except as otherwise provided in this Agreementthird-party administrator of COBRA. For avoidance of doubt, the above referenced payments shall be made in accordance Employee must notify Employer upon commencing employment with the amounts and dates set forth on Schedule 2, attached heretoa third party. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall iv. to pay the COBRA premiums until the earlier of (fees set out in Schedule “A) such time as Employee obtains alternative employment and becomes eligible ” to this Agreement in exchange 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 “Award Shares”) 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 effective date of Employee’s separation from service. (iv) In addition, agreement to provide the exercise period for Employee services set out in Schedule “A” to exercise any Award Shares shall be extended one (1) additional year beyond the date Employee’s right to exercise would expire absent this Agreement. (vb) Employer shall take A form W-2 will be issued to Employee and all steps reasonably available to it to have the Board of Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions relevant tax authorities in relation to the development payments. Apart from the mandatory withholding which Employer is required to take, Employee acknowledges and agrees that Employee is solely responsible for all tax obligations or consequences associated with the Severance Payment being provided hereunder. Employee agrees that Employee is responsible for all applicable taxes, if any, as a result of Employer and its affiliates and subsidiariesthe receipt of these monies in Paragraph 2.

Consideration. In consideration for Employee’s execution The Company will provide to Executive the following payments and benefits, certain of this Confidential Agreement which are in addition to those to which Executive would be and General Release (“Agreement”) and compliance with its terms, and in accordance with Section 5(e) of the Employment Agreement, Employer agrees to provide Employee with the followingis otherwise entitled: (ia) A payment to equal to one The Company will pay Executive the sum of $14,375.00 (1“Monthly Payment”) times per month (payable semi-monthly) as salary continuation for the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with period beginning on the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days day after the Executive’s separation Retirement Date and continuing through June 30, 2008 (the “Retirement Period”), from service by the Company without Cause, except which Monthly Payments will be deducted required federal and state withholdings tax as otherwise well as any applicable employee contributions for Company-provided in this Agreement. For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached heretobenefits. (iib) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws the terms of the plans, Executive’s coverage under the Company-provided medical, dental and regulationsdisability plans will continue through June 30, 2008, subject to payment by Executive of that portion of the Employer shall pay premium for such coverage as is required of active executive employees of the COBRA premiums until Company and subject to the earlier of (A) Company continuing such time 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 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 servicethen provided to its other executives. (iiic) The vesting period Company’s obligation to make any of the payments provided for by the terms and provisions of Section 1(a) or any unvested options, shares benefits provided for in Section 1(b) shall cease upon the death of restricted stockExecutive, or other rights to purchase equity securities upon Executive’s breach of any of the Employer, or its subsidiaries, or respective affiliates (collectively, the “Award Shares”) 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 effective date provisions of Employee’s separation from service. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the date Employee’s right to exercise would expire absent this Agreement. (vd) Employer shall take all steps reasonably available The options to it purchase the Company’s common stock granted to have the Board of Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions Executive on November 4, 1999, under and pursuant to the development 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 Employer the Plan and its affiliates the Option Agreement, within the nine (9) month period following the Retirement Date. (e) Notwithstanding the other provisions of this Agreement, any payment required to be made to or provided to Executive under this Agreement upon her termination of employment shall be made or provided promptly after the six month anniversary of 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 Internal Revenue Code of 1986, as amended. All payments due and subsidiariesowing for the six month period shall be paid on the first day following the six month anniversary of Executive’s date of termination.

Consideration. In consideration for Employee’s execution of the covenants undertaken and the releases given by Employee in this Confidential Agreement and General the Supplemental Release (“attached hereto as Exhibit A, subject to Paragraph 2(b), provided Employee: signs and returns this Agreement within 21 days of receipt; does not revoke her signature on this Agreement”) ; signs and compliance with its terms, and in accordance with Section 5(e) returns the Supplemental Release within 21 days of the Employment AgreementSeparation Date (but not earlier than the Separation Date); and does not revoke her signature on the Supplemental Release, Employer the Company agrees to provide Employee with the followingSeparation Payment and the Supplemental Release Payment (together, the “Settlement Payments”) as follows: a. The Company shall pay Employee the gross amount of one million and seven hundred and fifty thousand dollars (i) A payment to equal to one $1,750,000), less statutory taxes and withholdings (1) times the Executive’s then current annual Total Cash Compensation as severance pay“Separation Payment”). This severance pay shall The Separation Payment will be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than one installment to occur within thirty (30) days after the ExecutiveSeparation 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 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 from service by Separation Date, the Company without Causewill also provide Employee continued coverage under the Company’s CNA Health and Group Benefits Program and the CNA Insured Health and Group Benefits Program (“the Plans”), except as otherwise provided in this Agreement. For avoidance of doubtincluding dental and vision coverage, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2Accidental Death & Disability, attached hereto. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRAcontributory life insurance, and payment of COBRA premiums is permitted under applicable laws and regulations, dependent life insurance at the Employer shall pay the COBRA premiums until the earlier of Employee’s active rate for fourteen (A) such time as Employee obtains alternative employment and becomes eligible for health insurance through his new employer and (B) eighteen (1814) months following the date 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 his separation from service. (iii) The vesting period for any unvested optionsanother employer, shares of restricted stock, or other rights which is comparable to purchase equity securities the terms and conditions of the Employerplan Employee is enrolled in as of the Separation Date. Employee’s separate eligibility for continuation of health insurance as provided by the federal law known as COBRA begins to run at the Separation Date. Employee agrees to notify the Company promptly if she becomes eligible for coverage under another employer’s comparable plans. To the extent required by federal tax law, or its subsidiaries, or respective affiliates (collectively, an amount equal to the “Award Shares”) difference between the premium that were previously awarded Employee would be required to Employee pursuant pay for such coverage under COBRA and the active employee rate will be reported as taxable income to any Plan shall be acceleratedEmployee, and any unvested Award Shares awarded to Employee shall become fully vested effective immediately prior will pay to the effective date of Employee’s separation from service. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions Company an amount equal to the development of Employer and its affiliates and subsidiariesapplicable tax withholding on such amount.

Consideration. In consideration for EmployeeExecutive’s execution of signing this Confidential Agreement and General Release (“Agreement”) and compliance with its terms, and provided Executive does not revoke this Agreement as provided in paragraph 7 below, Company agrees to: a. Pay $443,210 representing twelve (12) months Executive’s base monthly salary (“Separation Pay”), in accordance with Section 5(e) of the Employment AgreementCompany’s regular payroll practices, Employer agrees to provide Employee with including making the followingusual deductions and withholdings from salary. Payments will be made as follows: (i) A The first payment to equal to one (1) times of $147,737 will be made on the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) date that occurs 20 business days after the date Company receives a signed and dated copy of this Agreement from Executive’s separation from service by the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached hereto. (ii) To The remaining $295,473 of the extent that Separation Pay shall be paid in eight (8) equal monthly payments commencing four (4) months after the Employee qualifies forseparation date from the Company. b. If Executive is eligible for and properly and timely elects to continue medical, complies vision and/or dental coverage under Company’s group health plan in accordance with the continuation requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (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 Company will reimburse Executive 100% of the Employer, or its subsidiaries, or respective affiliates cost of the premium for such coverage (collectively, at the “Award Shares”) 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 same level of coverage for Executive in effect immediately prior to the Separation Date) beginning on the Separation Date and ending on March 1, 2024 (unless Executive’s COBRA coverage period ends earlier) (the “COBRA Payment Period”). Reimbursements shall be made on a regular payroll basis, commencing as soon as reasonably practicable following the date 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 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 Employee’s separation from serviceeligibility 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. (iv) In additionc. Executive’s 2022 4th quarter Incentive Bonus, as defined in Executive’s January 1, 2017 Employment Agreement with the exercise period for Employee to exercise any Award Shares shall Company and calculated as $221,605 will be extended one (1) additional year beyond the date Employee’s right to exercise would expire absent paid within 20 days of execution of this Agreement. (v) Employer shall take all steps reasonably available to it to have the Board of Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. a) In consideration for Employeeof 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 execution of this Confidential Agreement and General Release Base Salary (“Agreement”) and compliance with its terms, and as defined in accordance with Section 5(e) of the Employment Agreement), Employer agrees less all applicable withholdings, deductions and taxes as required by law, payable in one lump sum within thirty days after the Effective Date (as defined in Section X below) (the “Separation Payment”); ii. all of the 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 provide Employee forfeiture; and iii. the Company shall reimburse Executive for reasonable legal fees in an amount not to exceed $10,000 that the Executive incurs in connection with the following: (i) A payment negotiation of this Agreement, subject to equal the delivery of appropriate documentation thereof and provided that the Executive shall submit invoices to one (1) times the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than Company within thirty (30) days after of incurrence of the Executive’s separation from service expense. b) The Separation Payment will be reported on an IRS Form W-2. Executive understands, acknowledges and agrees that the Separation Payment will be paid by the Company without CauseCompany, except as otherwise provided provided: (a) Executive is not in breach of any term, condition, warranty, representation, covenant or provision of this Agreement, (b) 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. For avoidance Executive acknowledges that the Separation Payment and other consideration to be provided under the terms of doubt, this Agreement is not an entitlement and shall serve as good and sufficient consideration of the above referenced payments shall promises made by Executive herein. Executive further acknowledges that the Separation Payment to be made in accordance with paid under this Agreement is due solely from the amounts Company and dates set forth on Schedule 2, attached heretothat Insperity has no obligation to pay the Separation Payment even though its payment may be processed through Insperity. (iic) To the extent Executive acknowledges and agrees that the Employee qualifies for, complies with the requirements Compensation Committee of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (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 “Award Shares”) 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 effective date of Employee’s separation from service. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors the Company 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 TerreStar Corporation issue a resolution acknowledging Employee’s contributions the annual performance-based cash bonus for fiscal year 2024 owed to Executive pursuant to Section 7(d)(ii) of the development of Employer and its affiliates and subsidiariesEmployment Agreement shall be deemed to be $0.

Consideration. In consideration for EmployeeSubject to and conditioned upon: (a) the Executive’s continued compliance with the terms of this Release, Sections 8 and 9 of the Employment Agreement and continued service through the Separation Date, (b) upon the Executive’s execution and nonrevocation of this Confidential Agreement and General Release (“Agreement”) Release, and compliance with its termsthis Release, which Release shall have become effective and irrevocable on the eighth (8th) day following the date the Executive executes this Release (the “Effective Date”), and (c) the Executive executing on the Separation Date and not revoking the supplemental release in the form attached to the Employment Agreement (the “Supplemental Release”), which Supplemental Release shall become effective and irrevocable on the eighth (8th) day following the date the Executive executes such Supplemental Release, the Company shall provide the Executive with the following benefits in connection with the cessation of the Executive’s active employment with the Company in full satisfaction of Section 6(f) of the Employment Agreement as modified by the Letter Agreement (all payments under this Section 3 less applicable withholding taxes): (a) continued payment of the Executive’s Base Salary through the Separation Date, with such Base Salary to be paid in accordance with the Company’s regular payroll practice; (b) reimbursement of all reimbursable expenses that have not been reimbursed as of the Separation Date, with such reimbursement to occur in accordance with the procedures set forth in Section 5(e4(e) of the Employment Agreement and payment for unused vacation to be paid within fourteen (14 days) following the Separation Date; (c) a cash amount equal to $1,125,000 (the “Severance Payment”), of which $675,000 will be paid on the Effective Date and the remaining amount shall be paid in equal installments over a period of twenty-four (24) months following the Separation Date (the “Severance Period”); provided, however, that if a Change in Control occurs prior to the end of the Severance Period, any unpaid portion of the Severance Payment shall be paid in a single lump sum payment upon the date of such Change in Control; (d) a cash amount equal to $270,600 in respect of the 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, reimbursement for Executive and Executive’s eligible dependents COBRA premiums for coverage under the Company’s medical, dental, vision and prescription drug plans, with such reimbursement to occur in accordance with the procedures set forth in Section 4(e) of the Employment Agreement; provided, Employer agrees to provide Employee with however, that if, at any time during the following: (i) A payment to equal to one (1) times Severance Period, the Executive and the Executive’s then current annual Total Cash Compensation eligible dependents cease to be eligible for COBRA coverage (except as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period result of twelve (12) months, commencing no later than thirty (30) days after the Executive’s separation from service 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 Company without CauseExecutive to provide private medical, except as otherwise provided in this Agreement. For avoidance dental, vision and prescription drug insurance coverage for the Executive and the Executive’s eligible dependents that is substantially equivalent to the medical, dental, vision and prescription drug insurance by which the Executive and the Executive’s eligible dependents were covered on the date of doubtthe Executive’s termination, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached hereto. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (Ax) such time as Employee obtains alternative employment the termination of the Severance Period and the date on which the Executive becomes eligible for health insurance through his new employer coverage under the medical, dental, vision and (B) eighteen (18) months following prescription drug plans of a subsequent employer; provided, further, that if the date of his separation from service. (iii) The vesting period Executive and the Executive’s eligible dependents are not covered by the Company’s medical plan and thus not eligible for any unvested optionsCOBRA coverage, shares of restricted stockthe Company will pay to the Executive a lump sum payment, or other rights on the Effective Date, equal to purchase equity securities $3,000, which payment shall be satisfaction in full of the Employer, or its subsidiaries, or respective affiliates (collectively, the “Award Shares”) 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 effective date of EmployeeCompany’s separation from service. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the date Employee’s right to exercise would expire absent obligations under this Agreement. (v) Employer shall take all steps reasonably available to it to have the Board of Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.clause 3(e);

Consideration. In As a material inducement to and in consideration for Employee’s execution Employee entering into this Release, and subject to the terms and conditions of this Confidential Agreement Release, the Severance Plan and General Release (“the Participation Agreement”) and compliance with its terms, and in accordance with the Company agrees as follows: a. Pursuant to Section 5(e2(a)(l) of the Employment Participation Agreement, Employer agrees Employee shall continue to provide Employee with the following: (i) A payment to equal to one (1) times the Executive’s then receive his current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect base salary for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty on the first payroll period following the Effective Date (30defined in Paragraph 14(c) days after below) of this Release, subject to the Executive’s separation from service by terms and provisions (including the form of and conditions required for full payment) of the Participation Agreement and the Severance Plan. These payments will be considered wages, subject to applicable withholdings and deductions. b. Provided Employee is eligible for, and timely elects, COBRA continuation coverage, the Company without Causewill pay the full amount of COBRA premiums as set forth in Section 2(a)(3) of the Participation Agreement for a period of up to twelve (12) total months, except subject to the terms of the Participation Agreement and the Plan. c. Employee shall become vested in the stock options and equity compensation awards to the extent shown on Exhibit A under the column entitled "Shares Accelerated Pursuant to Severance Plan & Participation Agreement,"pursuant to the terms of Section 2(a) (2) of the Participation Agreement. Following the Separation Date and taking into account the vesting acceleration described in the foregoing sentence, Employee shall be vested in Employee's stock options and equity awards to the extent shown on Exhibit A under the column entitled "Total Vested Shares as otherwise of Separation Date'\ and Employee shall cease to vest in any further stock options and equity compensation awards and all stock options and equity awards (whether vested or unvested) will terminate pursuant to their terms. By executing this Release, Employee consents to the acceleration of Employee's options and equity awards to the extent described in Exhibit A and Employee expressly acknowledges that Employee (1) will be responsible for paying to the Company the amount of required tax withholding due as a result of the acceleration of Employee's restricted stock unit awards and upon Employee's exercise of certain stock options and (2) 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 Agreement. For avoidance of doubtSection 2(c), the above referenced payments shall Employee's stock options and restricted stock unit awards will continue to be made in accordance with subject to the amounts terms and dates set forth on Schedule 2conditions of the equity plans and stock option and restricted stock unit grant notices and agreements under which they were granted, attached hereto. pursuant to which (ii1) To outstanding stock options and restricted stock unit awards that are not vested as of the extent that Separation Date (after taking into account the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (Avesting acceleration described above) such time as Employee obtains alternative employment and becomes eligible for health insurance through his new employer will immediately terminate and (B2) eighteen outstanding and unexercised stock options that are vested as of the Separation Date (18after taking into account the vesting acceleration described above) will continue to be exercisable for up to twelve (12) months following the date Separation Date, subject to earlier termination in the event of a change in control or corporate transaction as set forth in the terms of the equity incentive plan under which the equity awards were granted. d. Employee acknowledges that he is not eligible for the severance benefits described in this Section 2 in the absence of his separation from serviceexecution and non-revocation of this Release. (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 “Award Shares”) 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 effective date of Employee’s separation from service. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In consideration for Employee’s execution of If you (a) sign and do not revoke this Confidential Agreement (b) comply with the obligations set forth in this Agreement and General Release (“Agreement”c) and compliance with its terms, and in accordance with Section 5(e) of the Employment Agreement, Employer agrees continue to provide Employee comply with the following:restrictive covenants in Paragraph 7 below, then the Company will provide you with the following severance payments and benefits (collectively, the “Consideration”): (i) A payment to equal to one (1) times the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid You will receive continuation of your Base Salary in substantially equal monthly installments (or such other frequency consistent accordance with the Company’s regular payroll practice then in effect practices, less all relevant taxes and other withholdings, for active employees at the executive level) over a period of twelve eighteen (1218) months, commencing no later than thirty (30) days after months starting on the Executive’s separation from service by first payroll date following the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached heretoTermination Date. (ii) To For the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (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 Termination Date (the “Coverage Period”), if you timely and properly elect to receive continued health coverage under the Company’s health plan under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), you will receive continued health (including hospitalization, medical, dental, vision, etc.) insurance coverage (“COBRA Coverage”) that is substantially similar in all material respects to the coverage provided to other Company employees as of his separation from servicethe Termination Date, provided that you pay to the Company, on a monthly basis, an amount equal to the amount active Company employees pay for such coverage. You agree to promptly notify the Company of your coverage under an alternative health plan upon becoming covered by such alternative plan, at which time your COBRA Coverage may be reduced or eliminated, as applicable, to the extent that continued receipt of COBRA Coverage would result in duplicative benefits. The COBRA continuation coverage period under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) shall run concurrently with the Coverage Period. (iii) The vesting period You will receive reimbursement for reasonable fees and costs you incur for outplacement services during the twelve (12) months following the Termination Date, up to a maximum of $25,000, provided that you submit any unvested options, shares of restricted stock, or other rights requests for reimbursement to purchase equity securities the Company within thirty (30) days of the Employer, or its subsidiaries, or respective affiliates (collectively, date the “Award Shares”) 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 effective date of Employee’s separation from serviceexpense is incurred. (iv) In addition301,542 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 exercise period Company that are unvested as of the Termination Date will be terminated and cancelled as of the Termination Date. You agree and acknowledge that the payments described in Section 2 are the final compensation to which you are entitled and you are not owed any other money or compensation for services performed. You will not be eligible for the Consideration described in this Paragraph 3 unless the Company has received an executed copy of this Agreement, which has not been revoked. You further agree that the amounts described in Section 3 are the full consideration for this Agreement and are equal to or exceed the severance benefits described in the Severance Agreement and are equal to or exceed any benefits, compensation, or other financial consideration to which Employee to exercise any Award Shares shall would be extended one (1) additional year beyond the date Employee’s right to exercise would expire entitled absent his signing of this Agreement. (v) Employer shall take all steps reasonably available to it to have the Board of Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In consideration exchange for Employeethe promises made herein, the Parties agree that: a. As the Executive’s execution 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 this Confidential Agreement, which is the eighth (8) day after the EXECUTIVE signs this Agreement and General Release (“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 compliance with its termscontingent upon approval by the Board of Directors, and the full amount of the EXECUTIVE’s 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 5(e4.8 of the Employment Agreement provided such request be made in writing and accompanied with a fair market appraisal within thirty (30) days of the Separation Date. e. EXECUTIVE may have the right to continue certain benefits pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”) after the Separation Date and will receive a notification of COBRA rights under separate cover. Provided EXECUTIVE validly and timely elects COBRA continuation coverage, to the extent permitted by law, the COMPANY agrees to pay up to 100% of the COBRA premiums to continue medical, dental, and vision insurance coverage under the COMPANY’s group health insurance plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the terms of the COMPANY’s group health insurance plan, as it may be amended from time to time (the “Health Benefits”) for a period of up to thirty-six (36) months or such shorter period allowed by COBRA from the Separation Date. EXECUTIVE understands and agrees that payments made pursuant to this Paragraph 1(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 shall count against, and reduce, the otherwise applicable period during which the EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) would be entitled to receive COBRA coverage that is not so paid by the COMPANY. Notwithstanding the foregoing, if the payments made pursuant to this Paragraph 1(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 the 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 up to 100% of the monthly premium on the (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 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 Respective Policies expire, the COMPANY shall procure a substantially similar policy for EXECUTIVE and pay 100% of the monthly premium on such policy for the remainder of the 36 month period. EXECUTIVE understands and agrees that payments made pursuant to this Paragraph 1(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, Employer agrees on and following the Effective Date, any outstanding stock options with respect to provide Employee with the following: COMPANY’s stock held by EXECUTIVE on the Separation Date (i) A payment to equal to one (1) times the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with fully vested and exercisable to the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after the Executive’s separation from service by the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts extent not previously vested and dates set forth on Schedule 2, attached hereto. exercisable; and (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums may be exercised until the earlier of (Aa) the expiration date of the original “Option Period” as defined under such time as Employee obtains alternative employment and becomes eligible for health insurance through his new employer and Stock Option Award Agreements (Bor such comparable defined term relating to the period of exercisability of the stock options), or (b) eighteen the tenth (1810th) months following anniversary of the date of his separation from servicegrant 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. (iii) The vesting period 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 any unvested options, shares the performance of restricted stock, or other rights to purchase equity securities of his duties as requested by the Employer, or its subsidiaries, or respective affiliates (collectively, the “Award Shares”) 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 effective date of Employee’s separation from serviceCOMPANY. (iv) In addition, i. EXECUTIVE acknowledges that the exercise period foregoing is adequate consideration for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In consideration for (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 of this Confidential Agreement and General Release (“Agreement”) and compliance with its termsTermination Date, and (B) IF Employee becomes employed or otherwise engaged in accordance with Section 5(egainful employment during the 12 month period following his Resignation Date, fifty percent (50%) of the Employment Agreementamount that Employee obtains from such other employment will be applied against and reduce the special severance payment (the “Mitigation”) EXCEPT that notwithstanding this Mitigation, Employer 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 Employee with participation in Executive Life Insurance at two times annual base salary and Participation in the following:Executive Tax Planning Services of Iomega, through February 3, 2007. (ic) A payment Iomega will reimburse Employee up to equal $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 one the mobile telephone will become the responsibility of the Employee. (1e) times the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall The amounts and provisions set forth in Section 3 (a) through (d) above will be paid in substantially equal monthly installments (or such other frequency consistent with implemented after receipt of a fully executed and unchanged copy of this Agreement and the Company’s payroll practice then in effect for active employees at expiration of the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after the Executive’s separation from service by the Company without Cause, except as otherwise provided Age Release Period described in this Agreement. For avoidance of doubt, the above referenced These payments shall be made in accordance 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 other consideration under any and all contracts or agreements Employee has or ever had with Iomega, including Employee’s June 18, 2001 employment agreement with Iomega, as amended. NO OTHER PAYMENTS OTHER THAN THOSE LISTED IN THIS SECTION 3 SHALL BE DUE TO EMPLOYEE, except as provided below in the final sentences of section 3(a) in connection with the amounts June 2005 Agreement to Defer Compensation executed by Employee and dates set forth on Schedule 2, attached heretothe Company. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (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 “Award Shares”) 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 effective date of Employee’s separation from service. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. (a) In consideration for complete satisfaction of any and all amounts the Company or any of the XTI Companies or the Inpixon Companies may owe to Employee, or Employee’s execution heirs, representatives, and/or assigns, up to and through the Effective Date, including, but not limited to (x) any Base Salary or Bonus, or any other amounts to which Employee may be entitled to as a result of this Confidential Agreement and General Release or in connection with Employee’s employment with any of the XTI Companies, and/or (“y) any amounts Employee may in any way be entitled to under the Original Employment Agreement”) and compliance with its terms, as amended by the Amendment, and in accordance with Section 5(e) consideration of Employee’s Resignations, the Employment AgreementCompany agrees, Employer agrees to provide Employee with the followingas follows: (i) A payment Subject to equal applicable withholding requirements, pay to one (1) times Employee Employee’s unpaid Base Salary since the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with last payroll through the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) monthsEffective Date, commencing no later than thirty (30) days after the Executive’s separation from service by the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached hereto.and (ii) To Subject to applicable withholding requirements, pay Employee the extent that the Employee qualifies forvalue of Employee’s accrued, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRAunused vacation leave, and payment of COBRA premiums is permitted under subject to applicable laws and regulationswithholding, the Employer shall pay the COBRA premiums until the earlier of (Asuch accrued PTO (210 hours) 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 serviceamount being $31,500). (iii) The vesting period reimburse Employee for any unvested options, shares of restricted stock, or other rights all pre-approved business expenses reasonably incurred by Employee and properly submitted to purchase equity securities of the Employer, or its subsidiaries, or respective affiliates (collectively, the “Award Shares”) 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 Company prior to the effective date of EmployeeEffective Date, in compliance with the Company’s separation from service.reimbursement policy, and (iv) fully vest as of the Effective Date all of Employee’s Options; (b) In additionconsideration of Employee’s full and complete satisfactions of Employee’s obligations as set forth in Section 4 above, the exercise period Company agrees to pay to Employee, within ten (10) business days of the Effective Date, $687,000 (the “Separation Payment”) subject to any applicable withholding requirement, which such Separation Payment is inclusive of the amounts described in Section 5(a) above and the following amounts: i. One year of base salary $312,000 ii. One year of bonus $300,000 iii. Q4 2025 bonus of $75,000 iv. Direct payment of COBRA costs for Employee to exercise any Award Shares shall be extended one (1) additional year beyond following the date Employee’s right Effective Date (amount to exercise would expire absent this Agreementbe determined). (v) Employer shall take all steps reasonably available to it to have the Board of Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. a. In consideration exchange for Employee’s execution Employee timely signing and returning the Agreement to the Company (and allowing the releases contained herein to become effective), in each case following the Presentation Date, the release of this Confidential Agreement and General Release (“Agreement”) and compliance with its termsclaims in Section 5 below, and in accordance with Section 5(e) of the Employment Agreement, Employer agrees to Company will provide Employee with the following:following amounts and benefits (the “Release Consideration”): (i) A payment to equal to one (1) times the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period i. The equivalent of twelve (12) monthsmonths of Employee’s base salary in effect as of the Separation Date plus a pro-rated annual bonus for 2023 paid at target in proportion to the percentage of the year in which Employee was employed by the Company, commencing no later than thirty less applicable taxes, withholdings and deductions (30the “Cash Severance Payment”), to which Employee is not otherwise entitled, pursuant to the applicable timing set forth in Section 2.3 of the Severance Plan. ii. If Employee is eligible for and timely elects group health plan continuation coverage under COBRA, upon Employee’s submission to the Company of evidence of Employee’s and Employee’s dependents, if applicable, enrollment in COBRA, the Company will pay a portion of the Employee’s premiums for the Employee and the Employee’s dependents to continue group medical, vision and dental coverage under COBRA directly to the insurer or COBRA administrator, as applicable, until the earliest of: (A) days after the Executivedate that is twelve (12) months following the Separation Date, (B) the date on which Employee and Employee’s separation from service eligible dependents, if applicable, become covered by the group health plan of a subsequent employer and (C) the expiration of Employee’s eligibility for continuation coverage under COBRA (the earliest of clauses (A), (B), and (C) the “COBRA Payment Period”). The amount of this portion will be the same portion of the premium cost as was borne by the Company under the level of coverage selected by Employee and in effect on the Separation Date. The period of continued benefits under this paragraph shall run concurrently with (and shall count against) the Company’s obligation to provide continuation coverage pursuant to COBRA. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits above without Causepotentially incurring financial costs or penalties under applicable law (including, except as otherwise provided without limitation, Section 2716 of the Public Health Service Act), then in this Agreement. For avoidance of doubtlieu thereof, the above referenced payments Company will pay Employee on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment equal to the monthly portion of the premium cost for group medical, vision and dental coverage as was borne by the Company under the level of coverage selected by Employee and in effect on the Separation Date, subject to applicable tax withholding (such amount, the “Special Severance Payment”), provided that any Special Severance Payments that otherwise would be payable prior to or on the Effective Date shall be made paid in a single lump sum on the first regularly scheduled payroll date of the Company following the Effective Date, and any remaining Special Severance Payments will be paid in accordance with the amounts and dates set forth on Schedule 2, attached heretoschedule described above. Any Special Severance Payments will be made regardless of whether Employee elects COBRA continuation coverage. iii. If Employee signs this Agreement by July 7, 2023 and does not exercise any legal right to revoke it prior to July 15, 2023, each Company stock option granted to Employee that is outstanding as of the Separation Date (iieach, a “Stock Option”) To shall continue to vest until the extent that end of the Employee qualifies for, complies with the requirements of Transition Period and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums continue to be exercisable until the earlier of (A) such time as Employee obtains alternative employment June 30, 2024 and becomes eligible for health insurance through his new employer and (B) eighteen (18) months following the original expiration date of his separation from servicethe Stock Option, subject to the Company’s ability to terminate such Stock Option earlier in the event of a corporate transaction or a dissolution or liquidation of the Company to the extent permitted by the terms of the governing equity plan. Except as provided in the foregoing sentence, the terms of all Stock Options shall remain the same and the Stock Options shall continue to be governed in all respects by the governing equity plan documents and agreements. Employee should consult with Employee’s personal tax advisor regarding the implications of the above-described extension of the post-termination exercise period of any Stock Option that is an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). iv. Notwithstanding any contrary provision in Employee’s offer letter dated September 12, 2022 (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 “Award SharesOffer Letter”) that were previously awarded ), Employee shall not be required to repay the Sign-On Bonus Advance provided for in the Offer Letter. Employee pursuant to any Plan shall be acceleratedunderstands, acknowledges, and any unvested Award Shares awarded agrees that these benefits exceed what Employee is otherwise entitled to Employee shall become fully vested effective immediately prior to the effective date of receive upon Employee’s separation from service. (iv) In additionemployment with the Company, the exercise period and are being given as consideration in exchange for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the date Employee’s right to exercise would expire absent executing this Agreement, including the general release contained herein. (v) Employer shall take all steps reasonably available to it to have the Board of Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In consideration for signing this General Release and Separation Agreement and complying with the promises made in it and further provided that Employee signs this General Release and Separation Agreement and does not exercise her right to revoke any portion of it as set forth in Paragraph 6 below, and further conditioned upon Employee’s execution ongoing compliance with and performance of all of her commitments in this Confidential Agreement and General Release and Separation Agreement (“Agreement”including under Paragraph 7) and compliance with its terms, and any agreement identified in accordance with Section 5(e) of the Employment AgreementParagraph 17, Employer agrees to provide Employee with the following:following severance benefits (collectively, the “Severance Benefits”): (i) A payment to equal to one (1) times the Executive’s then current annual Total Cash Compensation as severance pay. This a. Employer shall pay Employee severance pay in the amount of $131,968.63, less applicable withholdings and deductions (the “Severance Pay”), which shall be paid in substantially equal installments on a semi-monthly installments (or such other frequency consistent with basis, beginning on the Company’s first payroll practice then in effect for active employees at date following the executive level) over a period expiration of twelve (12) monthsthe Rescission Period and ending on December 31, commencing no later than thirty (30) days after the Executive’s separation from service by the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached hereto2020. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the b. Employer shall pay on Employee’s behalf the COBRA premiums until Employer portion of the earlier of (A) such time as Employee obtains alternative employment and becomes eligible premium for health insurance through his new employer December 31, 2020; provided that Employee timely elects continuation coverage under COBRA. c. Employer shall accelerate the vesting of options to purchase 30,011 shares of common stock of the Company and 22,499 restricted stock units (Bthe “Accelerated Equity Awards”), such that they will be fully vested and exercisable (if options) eighteen or issued (18if restricted stock units) months as of the business day immediately 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 expiration of the Employer, or its subsidiaries, or respective affiliates Rescission Period (collectively, the “Award SharesVesting Date”) that were previously awarded to Employee pursuant to any Plan shall be accelerated). From the Vesting Date, and any unvested Award Shares awarded to Employee shall become fully vested effective immediately prior to the effective date of Employee’s separation from service. (iv) In additionhave until November 8, the exercise period for Employee 2020 to exercise any Award Shares shall be extended one (1) additional year beyond vested options that she holds, including those that are part of the date Accelerated Equity Awards. The Accelerated Equity Awards are identified on Exhibit A. Employee further confirms that all other unvested stock options and restricted stock units granted to her during her employment are forfeited as of the Last Day of Employment. d. Employer pay on Employee’s right behalf all rent and utilities on Employee’s Texas apartment after the Last Day of Employment through the remaining lease term; provided that Employee cancels all non-essential utilities and vacates the property no later than October 31, 2020. Employee acknowledges that Employer will negotiate a early termination of the lease and agrees to exercise would expire absent this Agreementcooperate with Employer in obtaining such earlier negotiation of the lease. e. Employer will reimburse Employee for her documented moving expenses related to relocating from your Texas residence (v) the “Moving Expenses”), in an amount not to exceed $20,000. The Moving Expenses will be paid on December 31, 2020, provided that Employee has provided to Employer shall take all steps reasonably available to it to have an executed release of claims for the Board period August 11, 2020 through December 31, 2020 in the form of Directors Exhibit B and submitted copies of TerreStar Corporation issue a resolution acknowledging Employeereceipts in accordance with Employer’s contributions to the development of Employer and its affiliates and subsidiariesexpense reimbursement policy.

Consideration. In consideration for Employee’s execution of this Confidential Agreement and General Release (“Agreement”) and compliance with its terms, and in accordance with Section 5(e) the terms of the Employment this Agreement, Employer including the waiver and release of claims in Paragraph 3, the Company agrees to provide Employee with the following: (a) In addition to Employee’s regular compensation and Employee’s entire 2021 vacation pay, less applicable taxes and withholdings, which shall be paid/used through the Separation Date, the Company will provide Employee with: (i) A payment to equal to one (1) times the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with $2,000,000.00, payable through the Company’s regular payroll practice then in effect semi-monthly, substantially equal installments of $83,333.33, less applicable taxes and withholdings, through July 2, 2022 (the “Pay-Through Date”); and (ii) $24,329.61, substantially representing what the Company would have otherwise paid for active employees at its share of Employee’s medical insurance premiums if Employee was employed through the executive levelPay-Through Date and enrolled through such date in the same medical coverage (whether Employee alone or in combination with family members) over that Employee was enrolled in as of the Separation Date, less applicable taxes and withholdings, payable in a period single lump sum payment together with the first installment payment of twelve wage replacement described above in sub-Paragraph 2(a)(i). (12b) monthsPayment of/entitlement to the consideration described above in sub-Paragraphs 2(a)(i)-(ii) (collectively hereinafter, commencing no later than thirty (30“Consideration”) days will commence on the first regularly scheduled pay date of the Company after the Executive’s separation from service expiration of the Revocation Period, as set out in the paragraph titled “Provisions Required by the Company without Cause, except as otherwise provided Age Discrimination in this AgreementEmployment Act/Older Worker Benefits Protection Act” below. For avoidance of doubtNotwithstanding sub-Paragraph 2(a) above, the Company reserves the right to pay any or all of the Consideration described above referenced payments in a lump sum on the first such regularly scheduled pay date of the Company. Employee shall be made receive, under separate cover, information concerning rights to continue Employee’s participation in any Company-sponsored group insurance plan to the extent permitted by, and in accordance with, COBRA. Employee’s benefits in all other Company-sponsored benefit plans shall terminate in accordance with the amounts and dates set forth on Schedule 2, attached hereto. (ii) To the extent that the Employee qualifies for, complies with the eligibility requirements of and such plans except as otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (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 “Award Shares”) 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 effective date of Employee’s separation from service. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the date Employee’s right to exercise would expire absent specified in this Agreement. (vc) Employer shall take Employee understands, acknowledges, and agrees that the Consideration described above exceeds what he/she is otherwise entitled to receive upon separation from employment, and that the Consideration described above is being paid is in exchange for executing this Agreement. Employee further acknowledges and agrees that upon his/her receipt of regular compensation and used 2021 vacation pay through the Separation Date, along with the Consideration being paid pursuant to this Agreement, the Company will have paid Employee all steps reasonably available compensation due and owing to it Employee related to any employment relationship between Employee and the Company, including, without limitation, all salary, pay, commissions, stock grants, LTI compensation, bonuses, vacation pay, and paid time-off. Employee is not entitled to any accelerated vesting of restricted stock that was or could have been awarded to Employee during the Board employment relationship with the Company. Further, as of Directors the Separation Date, Employee is no longer an employee of TerreStar Corporation issue the Company and may under no circumstance represent him/herself to be in any way connected with or a resolution acknowledging Employee’s contributions representative of the Company. Accordingly, Employee specifically agrees to promptly update any and all social media accounts that Employee accesses, uses, or maintains to reflect the development fact that Employee is no longer employed by the Company. For purposes of Employer this paragraph, social media accounts include but are not limited to Facebook, Instagram, LinkedIn, Twitter, and its affiliates and subsidiaries.Four Square

Consideration. (a) In consideration for of Employee’s execution of : (i) signing, returning, not timely revoking and complying with the other terms, conditions, covenants and promises in this Confidential Agreement and General Release the release attached hereto as Exhibit A (the “AgreementRelease”) and compliance the Lock-Up Agreement attached hereto as Exhibit B; and (ii) complying with its all terms, conditions, covenants and promises in the Employment Agreement (including, without limitation Section 5 thereof), the Company will (A) pay Employee severance in the aggregate amount of $550,000 (which reflects Employee’s annual base salary as in effect immediately prior to the Separation Date), payable in equal installments over a period of 12 months in accordance with Section 5(e) of the Employment Agreement, Employer agrees to provide Employee with the following: (i) A payment to equal to one (1) times the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s normal payroll practice then in effect for active employees at the executive level) over a period of twelve (12) monthspractices, commencing no later than thirty with the first payroll period following the Effective Date, (30B) days after accelerate the Executivevesting of the Accelerated Vesting Performance RSAs (as defined 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 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 this Agreement are subject to applicable taxes, withholding and deductions. (c) Without prejudice to Employee’s separation from service by entitlement to accrued vested benefits, effective as of the Separation Date, Employee’s participation in Company without Causebenefit 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. Employee will have the right to elect to continue health insurance coverage under COBRA in accordance with 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 in this Agreement. For avoidance of doubtherein, 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 benefits are due to Employee from Parent, the above referenced payments shall be made in accordance with the amounts Company, or any direct or indirect subsidiary of Parent. Employee further represents and dates set forth on Schedule 2warrants that she has been granted all leave (paid or unpaid) to which she may have been entitled under applicable federal, attached hereto. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRAstate, and payment of COBRA premiums is permitted under applicable laws local laws, including the federal Family and regulations, the Employer shall pay the COBRA premiums until the earlier of (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 “Award Shares”) that were previously awarded to Employee pursuant to any Plan shall be acceleratedMedical Leave Act, and any unvested Award Shares awarded that she has not been discriminated or retaliated against due to her exercise of rights, if any, under the state and/or federal Family and Medical Leave Act. Employee shall become fully vested effective immediately prior to the effective date of Employee’s separation from servicefurther affirms that she has no known workplace injuries or occupational diseases. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In consideration for Employee’s execution Pursuant to the terms of the CEO Severance Plan, subject to the remainder of this Confidential Agreement and General Release (“Agreement”) and compliance with its terms, and provided that the Employee signs and returns this Agreement to the Company within twenty-one (21) days after his receipt thereof, does not revoke this Agreement within seven (7) days after signing it in accordance with Section 5(e) of the Employment Agreement20 below, Employer agrees to provide Employee and complies with the followingits terms: (ia) A The Employee shall be entitled to a severance payment to equal to one (1the “Severance Payment”) in the gross amount of FOUR MILLION FIFTY THOUSAND DOLLARS AND ZERO CENTS ($4,050,000.00) (constituting two (2) times the Executivesum of (A) the Employee’s then current annual Total Cash Compensation base salary, as severance payin effect on the Separation Date and (B) an amount equal to the Employee’s short-term incentive bonus target percentage for 2022 times the Employee’s base salary, as in effect on the Separation Date). This severance pay shall Subject to the foregoing, this Severance Payment will be paid in substantially equal monthly installments (or such other frequency consistent with over the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (1212)-month period immediately following the Separation Date; provided, however, (i) months, commencing no later than thirty any monthly payments otherwise due during the six (306)-month period immediately following the Separation Date shall be accumulated and paid in a single lump sum (without interest) days on the first regularly-scheduled payroll date on or following the date that is one day after the Executive’s separation from service by the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached hereto. day that is six (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (A) such time as Employee obtains alternative employment and becomes eligible for health insurance through his new employer and (B) eighteen (186) months following the date Separation Date and (ii) the balance of his separation 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 (12)-month period following the Separation Date. All applicable withholdings from servicethese payments will be made on the basis of a miscellaneous payroll period of 365 days. (iiib) The vesting period for any unvested options, shares of restricted stock, or other rights to purchase Employee’s equity securities awards will be governed by the individual equity award agreements. Per the terms of the Employeragreements, or its subsidiaries, or respective affiliates all vested stock options must be exercised within ninety (collectively, the “Award Shares”90) 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 effective date days of Employee’s separation from service. (iv) In addition, termination. The Employee acknowledges and agrees that the exercise period for foregoing payments and benefits each provide the Employee with valuable consideration to exercise any Award Shares shall which the Employee would not otherwise be extended one (1) additional year beyond entitled if the date Employee’s right to exercise would expire absent Employee had not signed this Agreement. (v) Employer shall take all steps reasonably available to it to have the Board of Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In consideration for Employee’s execution (a) Advisor shall not be entitled to receive cash or, except as set forth in Section 2(b) below, equity compensation. (b) Upon the effectiveness of his resignation as a Director of the Company on June 14, 2023, the parties agree that by entering into this Agreement with the Company and during the term of this Confidential Agreement Agreement, the Advisor will remain in “Continuous Service” (as defined in the Company’s 2011 Equity Incentive Plan or the 2021 Equity Incentive Plan (each, an “Applicable Plan,” and General Release collectively, the “Applicable Plans”)), and as a result thereof, the Advisor’s outstanding options to purchase shares granted under the Applicable Plans (“AgreementAdvisor Options”) and compliance with its terms, and will remain outstanding so long as the Advisor remains in accordance with Section 5(eContinuous Service. (c) The Company shall amend the terms of the Employment Agreement, Employer agrees Advisor Options to provide Employee with the following: that (i) A payment to equal to one (1) times at of the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay end of the term of this Agreement, the exercise period of vested and outstanding Advisor Options shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after the Executive’s separation from service by the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached hereto. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until extended through the earlier of (A) such time as Employee obtains alternative employment and becomes eligible for health insurance through his new employer and the first anniversary of the Advisor’s termination of Continuous Service or (B) eighteen the original expiration date applicable to the Advisor Options, unless terminated earlier in accordance with the terms of the Applicable Plan (18) months following such extension of the date Advisor Options’ exercise period, the “Extension”). Except as provided in this Advisor Agreement, all terms, conditions and limitations applicable to the Advisor Options will remain in full force and effect pursuant to the Applicable Plan and the award agreements evidencing each Advisor Option. For the avoidance of his separation doubt, Advisor is responsible for all taxes related to the exercise of any Advisor Options or the disposal of any exercised shares and agrees to indemnify, hold harmless and defend the Company from serviceany and all claims, liabilities, damages, taxes, fines or penalties sought or recovered by any governmental entity, including, but not limited to, the Internal Revenue Service or any state taxing authority, arising out of or in connection therewith. (iiid) The vesting period Company will reimburse Advisor for any unvested optionsreasonable travel and other incidental expenses incurred by Advisor in performing the Services under this Agreement; provided, shares of restricted stockhowever, that the Company shall not be obligated hereunder unless (i) the Company has agreed in advance to reimburse such costs and (ii) Advisor provides the Company with appropriate receipts or other rights to purchase equity securities relevant documentation for all such costs as part of the Employer, or its subsidiaries, or respective affiliates (collectively, the “Award Shares”) 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 effective date of Employee’s separation from servicesubmission for reimbursement. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

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 the Reaffirmation Provision attached hereto as Exhibit A on May 1, 2011, and Employee’s compliance with the terms of this Confidential Agreement and General Release (“Agreement”) and compliance with its termsReaffirmation Provision, and 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 “Salary Continuation Period”) to commence after April 30, 2011. This consideration is subject to the limitations stated in Section 5(e(C)(4) and Section (D) of the Employment AgreementSeverance Policy for Senior Officers of Gerber Scientific, Employer Inc., which is incorporated by reference and attached as Exhibit B; and b. to pay to Employee a pro rata portion of Employee’s 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 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 July; c. if Employee properly and timely elects to continue medical and dental coverage under the Gerber Scientific, Inc. Employee Health & Dental Plan in accordance with the continuation requirements of COBRA, 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 (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 paying Employee’s share of premiums as determined by the Company’s regular employee benefit practices as if Employee had continued his employment with Gerber. Thereafter, Employee shall be entitled to elect to continue such COBRA coverage for the remainder of the COBRA 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 following: (i) A payment to equal to one (1) times the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after the Executive’s separation from service by the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached hereto. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care same life insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (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 “Award Shares”) that were previously awarded provided 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 effective date 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 separation from service72,246 unvested shares which were granted under the 2006 Omnibus Incentive Plan. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. (a) In consideration for Employee’s execution and subject to Executive (1) timely signing this Agreement, (2) not revoking this Agreement, (3) complying with the terms of this Confidential Agreement, including the restrictive covenants in Paragraphs 8, 9 and 10 (the “Executive Covenants”), (4) timely signing the Reaffirmation Agreement and General Release attached as Exhibit A following the Termination Date, (“5) not revoking such Reaffirmation Agreement”) and compliance with its terms, and in accordance (6) complying with Section 5(e) the terms of the Employment such Reaffirmation Agreement, Employer agrees the Company will provide the following compensation and benefits to provide Employee with the followingExecutive: (i) A payment to equal to one The Company shall pay Executive the amount of Four Hundred Ninety-Four Thousand, Seven Hundred Ninety-Five Dollars and No Cents (1) times $494,795.00), less applicable withholdings, as salary continuation (“Salary Continuation”), during the Executive’s then current annual Total Cash Compensation as severance payTransition Period. This severance pay The Salary Continuation shall be paid in substantially equal the following manner: standard semi-monthly installments payments of Twenty-Five Thousand Dollars and No Cents (or such other frequency consistent $25,000), less applicable withholding and standard benefit deductions, in accordance with the Company’s regular payroll practice then practices during the Transition Period, commencing the next payroll date after the Effective Date and continuing through the Termination Date. Further, during the Transition Period until the Termination Date, and except as described herein, Executive shall be eligible to participate in or receive benefits under any employee benefit plan generally made available by the Company to employees in accordance with the eligibility requirements of such plans and subject to the terms and conditions set forth in such plans (“Benefits Continuation”). Salary Continuation and Benefits Continuation are in consideration of Executive’s executing and not rescinding the Agreement and are in lieu of any severance or other cash benefit to which Executive may otherwise be entitled under the BWXT Executive Severance Plan, the BWXT Employee Severance Plan or other applicable plan and will be afforded to Executive after execution of the Agreement and expiration of the revocation period herein. (ii) Executive shall be entitled to receive an additional lump sum severance payment in the amount of One Hundred Five Thousand, Two Hundred Five Dollars and No Cents ($105,205.00), less applicable deductions, and an additional cash payment in an amount equal to the applicable monthly Consolidated Omnibus Budget Reconciliation Act (“COBRA”) premium for nine (9) months of continuation coverage of the medical, dental and/or vision coverage in effect for active employees at Executive and Executive’s covered dependents as of the executive levelTermination Date, if any, less applicable deductions, currently valued in the amount of Twenty Thousand, One Hundred Seventeen Dollars and No Cents ($20,117.00) over a (the “Additional Severance Payment”) provided Executive has not been terminated by the Company for Cause (as defined herein) during the Transition Period. Such payment is in consideration of Executive’s executing and not rescinding the Reaffirmation Agreement, attached hereto as Exhibit A, and is in lieu of any severance or other cash benefit to which Executive may otherwise be entitled under the BWXT Executive Severance Plan, the BWXT Employee Severance Plan, or other applicable plan. Payment of the Additional Severance Payment, less applicable withholdings, will be paid to Executive as soon as administratively practicable after execution of Exhibit A and expiration of the revocation period therein, but not later than 30 days following the expiration of the revocation period. (iii) Executive shall be entitled to receive twelve (12) monthsmonths of Outplacement Services at the Platinum Plan Level, commencing no later than thirty valued at Seventeen Thousand Dollars and No Cents (30$17,000.00) days after the Executive’s separation from service provided Employee is employed by the Company without Causethrough the Termination Date. Outplacement Services are in consideration of Employee’s executing and not revoking the Reaffirmation Agreement attached hereto as Exhibit A. Further, except Outplacement Services will be made available to Employee as otherwise provided soon as administratively practicable after execution of Exhibit A and expiration of the revocation period therein, but not later than 30 days following the expiration of the revocation period. (iv) Executive will be entitled to financial counseling benefits via Ayco through March 2, 2027, and any imputed income tax will be withheld from the Additional Severance Payment in accordance with the terms of the applicable Company program. (v) If prior to the Termination Date, the Company terminates Executive’s employment in good faith for Cause (as defined herein) after providing fifteen (15) days’ written notice and opportunity to cure such Cause (“Early Termination Date”), then the Additional Severance Payment shall be immediately forfeited. For purposes of this Agreement, "Cause” shall be defined as (a) fraud, misappropriation, embezzlement or acts of similar dishonesty; (b) intentional and willful misconduct that may subject the Company to criminal or civil liability; (c) willful disregard of Company policies and procedures; (d) material breach of this Agreement; and (e) insubordination or deliberate refusal to follow Company directives. For avoidance of doubt, Executive’s acceptance of other employment or consulting opportunities during the above referenced payments Transition Period (so long as such activities comply with Executive’s obligations to the Company under Paragraphs 8, 9 and 10) shall be made in accordance with the amounts not constitute Cause and dates set forth on Schedule 2, attached hereto. (ii) To the extent that the Employee qualifies for, complies with the requirements are permissible under this Agreement. Upon Executive’s receipt of Salary Continuation and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, Benefit Continuation and payment of COBRA premiums is permitted under applicable laws and regulationsthe Additional Severance Payment, the Employer Company shall pay have no further obligation, other than as set forth in Paragraphs 6 and 14(b), to Executive with respect to the COBRA premiums until subject matter under this Agreement. This Agreement shall terminate upon the earlier of (A) such time as Employee obtains alternative employment and becomes eligible for health insurance through his new employer and (B) eighteen (18) months following Termination Date with 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 exception of the Employercontinuing obligations outlined in Paragraphs 7, or its subsidiaries8, or respective affiliates (collectively, 9 and 10 and the “Award Shares”) 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 effective date of Employee’s separation from service. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.Reaffirmation Agreement attached hereto as Exhibit A.

Consideration. In consideration for of Employee’s execution acceptance of the terms of this Confidential Agreement and General Release (“Agreement”) and compliance with its terms, and in accordance with Section 5(e) of the Employment Agreement, Employer agrees to will provide Employee with consideration, to which Employee would not otherwise be entitled, described in this Section 3. a. Employer will pay Employee Three Hundred and Sixty Thousand Dollars ($360,000), less any required deductions or withholdings, to be paid to Employee in a lump sum payment on Employer’s first payroll period following the following: (i) A payment to equal to one (1) times later of the Executive’s then current annual Total Cash Compensation as severance payEffective Date and March 19, 2021. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of amount is equivalent to twelve (12) monthsmonths of Employee’s current base salary ($257,758), commencing 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 will occur prior to the vesting date of certain Restricted Stock Units granted under the Company’s 2015 Long-Term Incentive Plan, among other considerations. b. Provided that Employee timely elects continuation health insurance coverage under COBRA, Employer shall pay Employee’s full 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 have no later than thirty (30) days further obligations under this subsection. c. Employer agrees not to contest any application for unemployment benefits that Employee makes after the ExecutiveSeparation Date in connection with Employee’s 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 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 service the amounts paid (including Social Security and Medicare). Employee agrees to defend, indemnify, reimburse and hold Employer harmless for any and all taxes, contributions, withholdings, fees, assessments, interest, costs, penalties and other charges that may be imposed on Employer by the Company without CauseInternal Revenue Service, except 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 otherwise provided amended, and the Treasury Regulations and other official guidance promulgated and issued thereunder, and this Agreement shall be administered and interpreted consistent with that intent. e. Whether or not Employee signs this Agreement, Employer will continue to pay regular wages and employment related benefits through the Separation Date. 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 plan or fringe benefit plan sponsored by Employer, its successors, assigns, affiliates or related companies, other than as described in this Agreement. For avoidance , 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 doubtpayments described in this Section 3, Employee has received regular wages, employment related benefits, accrued and unused paid time off through the above referenced payments shall be made Separation Date, all of which were paid in accordance with the amounts Employer’s regular payroll schedule and dates set forth on Schedule 2benefit policies and practices. The compensation Employee receives as part of this Agreement as outlined in this Section 3 includes all compensation, attached hereto. (ii) To the extent that the Employee qualifies forbonus, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRAcommissions, and payment of COBRA premiums is permitted under applicable laws and regulations, other payments that would have been owed to the Employer shall pay the COBRA premiums until the earlier of (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 “Award Shares”) that were previously awarded to Employee pursuant to any Plan shall be accelerated, and any unvested Award Shares awarded to incentive plan that Employee shall become fully vested effective immediately prior was a participant in. Pursuant to the effective date terms of Employee’s separation from service. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the date Employee’s right to exercise would expire absent 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 time. (v) Employer shall take all steps reasonably available to it to have the Board of Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In consideration 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 Confidential Agreement and General Release (“Agreement”) and compliance with its terms, and in accordance with Section 5(e) of the Employment Agreement, Employer agrees shall pay to Employee Compensation as set forth on EXHIBIT B - COMPENSATION FOR EMPLOYEE. Employer shall pay Monthly Compensation one-half on or about the fifteenth day and one-half on or about the last day of each month ("Payroll Date"), with the first such payment due from the date set forth in the initial paragraph of Page 1 of the Agreement. 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 the following: (i) A payment to equal to one (1) times the Executive’s then current annual Total Cash Incentive Compensation. The Incentive Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (may include a yearly bonus and/or a stock purchase plan, or such other frequency consistent 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 Company’s payroll practice then in effect for active employees at the executive level) over a period payment of twelve (12) months, commencing no later than thirty (30) days after the Executive’s separation from service such expenses. Any expenses not covered by the Company without Causecredit card, except if one is provided, shall be reimbursed by Employer to Employee on or about the fifteenth day and or the last day of the month following the receipt of an approved expense report, together with bills and evidence of payment by Employee. D. During the term of this Agreement, Employer shall either cause Employee and Employee's spouse to be included in any group medical plan obtained by Employer or shall reimburse Employee for the cost of Employee and Employees spouse's own medical insurance, effective as otherwise provided in of the date of this Agreement. For avoidance of doubtIf Employee declines coverage, the above referenced payments Employer has no obligation to pay Employee any amount as additional compensation. E. Employee shall be made 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 the amounts and dates 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 Schedule 2duration of employment with Employer. Modification of this paragraph, attached heretoif any, will be included on EXHIBIT B - COMPENSATION FOR EMPLOYEE. 2 Employer's Initials Form 10-QSB 2004 Q3 Ex 10.5 Employment Agreement (ii▇▇▇▇▇▇▇▇▇) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (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 “Award Shares”) 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 effective date of Employee’s separation from service. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.'s Initials

Consideration. In consideration for Employee’s execution of this Confidential Agreement and General Release (“Agreement”a) and compliance with Man-Glenwood shall pay Man Financial its terms, and Pro Rata Share (as defined in accordance with Section 5(e2(b)) of the Employment Agreementmonthly 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 “Monthly Allocable Rent”). In addition to paying its Pro Rata Share of the Monthly Allocable Rent, Employer agrees Man-Glenwood shall pay to provide Employee with Man Financial its Pro Rata Share of any additional rent or other charges (the following:“Additional Rent”) that Man Financial is obligated to pay to the Landlord pursuant to ▇▇▇▇▇▇▇▇▇ ▇▇ of the Lease and Paragraph 3 and Paragraph 4 (if applicable to any Renewal Period) of the Amendment. Notwithstanding the foregoing, Man-Glenwood’s Pro Rata Share of the Monthly Allocable Rent and Additional Rent that will be payable in respect of a partial calendar month shall be reduced by multiplying such amounts by a fraction, the numerator of which shall be the number of days of use by Man-Glenwood of any portion of the Man-Glenwood Portion in such calendar month and the denominator of which shall be the total number of days in such calendar month. (ib) A payment Man-Glenwood’s “Pro Rata Share” is 16.05%, 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 equal to one (1) times the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay Man Financial shall be paid in substantially equal monthly installments (by wire transfer of immediately available funds, without notice or demand, and without any offset, deduction, abatement or counterclaim, to the following account: Account: ABA No. Account No. or such other frequency consistent with the Companyaccount as Man Financial may direct from time to time upon reasonable prior written notice to Man-Glenwood. Moreover, Man-Glenwood’s payroll practice then in effect for active employees 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 executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after the Executive’s separation from service by the Company without Cause, except times and otherwise as otherwise provided in this Agreement. For avoidance of doubt, Section notwithstanding the above referenced payments fact that a statement therefor may be furnished to Man-Glenwood after the due date or the Termination Date and notwithstanding the fact that this Agreement shall be made in accordance with the amounts and dates set forth on Schedule 2, attached heretohave terminated. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (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 “Award Shares”) 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 effective date of Employee’s separation from service. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. The parties desire to enter into this Agreement to provide for the terms of the Employee’s separation, including the termination of Employee’s responsibilities. The parties further wish to avoid litigation and controversy and fully resolve any and all past, present and future disputes they may have relating to Employee’s employment with, or separation from service with the Employer. In consideration for Employee’s execution of entering into this Confidential Agreement and General Release for complying with the promises made herein, Employer agrees: a) to pay Employee $5,000.00 per month for twenty-four (“Agreement”24) months, which shall be subject to all lawful deductions and compliance with its termswithholdings such as income tax, and social security tax, etc. The Employer shall pay the above monthly payment in accordance with Section 5(eadvance on the first day of each month, except that the first six monthly payments shall not be paid until the later of six (6) months after the expiration of the Employment Agreementrevocation period, Employer agrees to provide Employee with the following: (i) A payment to equal to one (1) times the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay described more fully in Section 3 below, or April 15, 2010 and shall be paid in one lump sum, as required by Internal Revenue Code Section 409A. These payments will occur only if the Revocation Period described more fully in Section “3” below passes without revocation of this Agreement by Employee. b) To reimburse Employee for Employee’s healthcare premiums for family insurance coverage substantially equal monthly installments similar to the coverage maintained for the Employee and his family before September 8, 2009, including but not limited to the cost of family coverage under the provisions of COBRA, up to a maximum of $15,000 per year until the earlier of Employee’s sixty-fifth (65th) birthday or the date Employee procures other employment that offers health insurance coverage. Such provision of healthcare coverage reimbursement is contingent upon Employee’s entry into this Agreement. Provision of such other frequency consistent with healthcare coverage reimbursement shall not commence until after expiration of the Company’s payroll practice then Revocation Period described more fully below in effect for active employees at the executive level) over a period paragraph 3, without revocation of twelve (12) months, commencing no later than this Agreement by Employee. Such reimbursement will be provided within thirty (30) days of Employee tendering to Employer proof of Employee’s payment of said healthcare premiums. If a Change in Control, as defined in Exhibit D to the Agreement, occurs before the Employee has fully received the consideration delineated in subsections 2a and 2b above, then the Employer shall pay the remaining benefits to the Employee in a single lump sum within three (3) days after the Executivelater of (x) the Change in Control or (y) the first day of the seventh month after the effective date of the Employee’s separation from service by resignation. The lump-sum payment due the Company without CauseEmployee as a result of a Change in Control shall be an amount equal to the sum of the remaining unpaid balances corresponding to each particular benefit at the time the Change in Control occurs, including for purposes of subsection 2a the unpaid balance of the money for the 24 months, for purposes of subsection 2b the maximum amount of healthcare premium reimbursement amounts remaining for the maximum years. However, Employee shall reimburse Employer for any excess payment of healthcare premium reimbursement amounts to Employee under this Paragraph that represents reimbursement of healthcare premiums for any period of time prior to Employee’s sixty-fifth (65th) birthday for that period of time whereby the Employee had other employment that offers health insurance coverage. The Employer shall cease providing any and all other perquisites to Employee as of Employee’s last day of employment, October 2, 2009, including, but not limited to, any leased automobile, credit cards, etc., except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached heretoPlease see Section 10 for further information. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (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 “Award Shares”) 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 effective date of Employee’s separation from service. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In consideration for Employee’s execution of signing and not timely revoking this Confidential Separation Agreement and General Release (hereinafter referred to as “Agreement”) ), and compliance complying with its terms, and in accordance with Section 5(e) of the Employment Agreement, Employer agrees to provide Employee with the followingBioTelemetry agrees: a. to pay Employee an amount equal to ___________________ (i$_____________), less lawful deductions, representing one times (1.0x) A payment Employee’s current annual Base Salary; b. to pay Employee an amount equal to one times (11.0x) times Employee’s on-target annual performance incentive bonus in effect at the Executivetime of termination, less required deductions and withholdings; c. [if the Separation Date occurs within 30 days preceding or 12 months following a Corporate Transaction, to accelerate the vesting of all equity awards granted to Employee prior to the Separation Date, such that all such awards shall be deemed fully vested and immediately exercisable;] and d. to continue participation in the medical, dental and vision plans in which Employee (and where applicable, Employee’s then current annual Total Cash Compensation spouse and dependents) was enrolled as severance payof Separation Date until the earlier of: (a) the date that is twelve (12) months after the date of Employee’s Separation Date, or (b) the date upon which Employee becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Employee had continued in employment during such period. This severance pay Employee agrees to immediately notify the Company in writing in the event Employee becomes eligible to so enroll. All other benefit programs to which Employee is currently entitled shall cease as of the Separation Date. Employee will be provided with an explanation, under separate cover, of Employee’s rights, if any, pursuant to BioTelemetry’s 401(k) Plan. The amounts set forth in paragraphs 2.a. and 2.b. shall be paid in substantially equal monthly installments over twelve (or such other frequency consistent 12) months following the Separation Date in accordance with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve practices commencing within sixty (12) months, commencing no later than thirty (3060) days after of the Executive’s separation from service by the Company without Cause, except as otherwise Separation Date (and provided in Employee does not revoke this Agreement. For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts and dates as set forth on Schedule 2, attached hereto. (ii) To below). On the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (A) such time as Employee obtains alternative employment and becomes eligible for health insurance through his new employer and (B) eighteen (18) months first regular payroll day 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 (collectivelythis Agreement becomes effective, the “Award Shares”) Company will pay Employee the amounts set forth in paragraphs 2.a and 2.b 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 would otherwise have received under this Agreement on or prior to such date but for the effective date delay in payment related to the effectiveness of Employee’s separation from service. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the date Employee’s right to exercise would expire absent this Agreement, provided that if the sixty (60) day period crosses two tax years and this Agreement becomes effective in the current tax year, payment will commence on the first payroll date in the new tax year. (v) Employer shall take all steps reasonably available to it to have the Board of Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In consideration for Employee’s execution of signing this Confidential Agreement and General Release (“Agreement”) and compliance in consideration of Employee’s adherence to the promises made herein, Employer agrees that: (a) Employer will pay Employee severance in the form of salary continuation for a period of seventy-two (72) weeks in the amount of Employee’s normal base salary, less lawful deductions, with its termspayments beginning on the first regular pay day following the execution of this Agreement and the expiration of the revocation period set forth in Paragraph 4; and (b) Employer will pay Employee a gross amount of Fifteen Thousand Dollars ($15,000) payable in two checks as follows: i. $3,500 allocated to Employee for alleged attorneys’ fees and made payable to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Associates; and ii. $11,500, minus applicable taxes and withholdings, allocated to Employee for alleged lost wages and made payable to Employee. These amounts shall be subject to applicable withholdings and taxes. A form 1099 will be issued with check (i), and a Form W-2 shall be issued in accordance connection with Section 5(echeck (ii). The settlement checks shall be delivered to Attorney ▇▇▇▇▇▇ within ten (10) days of the expiration of the revocation period set forth in Paragraph 4 and Attorney ▇▇▇▇▇▇ providing Employer with a W9. ; and (c) If Employee converts one or more of his Employer provided basic life insurance policy, voluntary life insurance policy or long term care insurance policy to a private policy, Employer will agree to reimburse Employee the cost of such continuing coverage for the length of the severance period set forth in 2(a) up to a maximum of $500 per month with the balance of any remaining payments being paid by Employee. All other Employer provided benefits shall terminate upon the Effective Date; and (d) Employer shall engage the services of ▇’▇▇▇▇▇▇, ▇’▇▇▇▇▇▇ and ▇▇▇▇▇ within sixty (60) days of the expiration of the revocation period set forth in paragraph 4 to provide outplacement services to Employee up to a maximum of $14,000; and. (e) Employee currently has a loan from Employer with the amount of the outstanding principal balance being approximately $36,300. Employee shall be required to satisfy this loan by paying off all principal and interest when due pursuant to the payment terms as they existed prior to the Effective Date - specifically, monthly payments equal to accrued interest and one ninety-sixth (1/96) of the Employment outstanding principal balance; and (f) Employee currently has a mortgage on his home through Employer. The terms of that mortgage shall remain the same after the Effective Date as they were prior to the Effective Date; and (g) If Employee should die during the severance period set forth in 2(a), any remaining payments due and owing under 2(a) will be paid, in the same manner and time as above, by Employer to Employee’s designated beneficiary that he names here: My designated beneficiary for such payments is ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇; and (h) Upon the expiration of the revocation period in paragraph 4 and retroactive to the Effective Date, Employee shall become a consultant to Employer per the terms of Exhibit A. Employer has represented that it does not expect to retain Employee’s Services under the Consulting Agreement, Employer agrees to provide and Employee with the following:has no expectation that he will be retained for such Services; and (i) A payment If Employee applies for unemployment benefits requiring Employer to equal to one (1) times designate the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect reason for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after the Executive’s separation from service by the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached hereto. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (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 “Award Shares”) 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 effective date of Employee’s separation from serviceemployment, Employer shall characterize it as a “separation from employment - willful misconduct not alleged. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the date Employee’s right to exercise would expire absent this Agreement. (v) ” Employer shall take all steps reasonably available no affirmative actions seeking to it to have the Board of Directors of TerreStar Corporation issue a resolution acknowledging preclude Employee’s contributions to recovery of unemployment benefits; and (j) On the development first regular pay day following the execution of this Agreement and the expiration of the revocation period set forth in Paragraph 4, Employer and its affiliates and subsidiariesshall reimburse Employee for 15 accrued, unused PTO days.

Consideration. In consideration for Employee’s execution of Employee executing this Confidential Separation Agreement and General complying with its terms and conditions beginning on the date Employee was provided with this Separation Agreement, and provided Employee is not terminated for Cause, then: a. Employee will be paid his annual base salary in effect as of the date Employee was provided with this Separation Agreement through the Separation Date; and b. Provided further that Employee signs the Release Agreement in the form attached as Exhibit A containing a general release of claims co-extensive and substantially similar with the release set forth in Paragraph 3 below to include a release of all claims through the Separation Date (the “Release Agreement”) and compliance with its termson or within three (3) days of, but not before, the Separation Date, and in accordance with Section 5(e) does not thereafter revoke acceptance of the Employment Agreementsame, then Employer agrees to will provide Employee with the followingfollowing consideration: (i) A payment i. Employer will pay to Employee Severance Payments in equal to one (1) times the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve 9 months following the Payment Commencement Date in an amount equal to: (12A) monthsnine (9) months of Employee’s annual base salary then in effect as of the date Employee was provided with this Separation Agreement, commencing no later than thirty plus (30B) days after an amount equal to a pro-rated portion of Employee’s annual short-term incentive compensation at Employee’s target level (“Target Bonus”) for the Executiveyear of 2024, without regard to whether the performance goals with respect to such Target Bonus have been established or met, less standard employment-related withholdings and deductions; and ii. Provided Employee is eligible for and timely elects COBRA group health care insurance continuation coverage, Employer shall reimburse Employee for the monthly premium to continue such coverage until the earlier of: (i) the last calendar day of the 9th month anniversary following the month in which the termination of Employee’s separation from service by the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached hereto. employment occurred; or (ii) To the extent that end of the calendar month in which Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (A) such time as Employee obtains alternative employment and becomes eligible to receive group health plan coverage under another employee benefit plan. After such time, Employee will be solely responsible 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 “Award Shares”) 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 effective date full cost of Employee’s separation from serviceCOBRA Premiums. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In consideration for Employee’s execution of Provided that Executive signs this Confidential Agreement and General Release (“Agreement”) does not revoke it, the Company agrees to provide certain payments and compliance with its terms, benefits to Executive pursuant to the terms and conditions set forth below: a. Executive shall receive the compensation and/or benefits specified in accordance with Section 5(e5(b)(ii) of the Employment Agreement. For purpose of ease of reference only, Employer agrees Section 5(b)(ii) provides: If such termination occurs after the first six (6) months following the Commencement Date, but before the first anniversary of the Commencement Date, the Company shall pay or provide Executive (a) one hundred percent (100%) of her current total Annual Base Salary as specified in Section 4(a) (subject to provide Employee with the following: such withholdings as required by law) in periodic payments (i) A payment to equal to one (1) times the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice periods then in effect effect) for active employees at the executive level) over a period of twelve (12) monthsmonths following the Termination Date, commencing no later than thirty (30) days after beginning on the Executive’s separation from service by first payroll date following the Company without CauseTermination Date, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached hereto. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (A) such time as Employee obtains alternative employment and becomes eligible for health insurance through his new employer and (B) the Continuation Period Benefits, (C) the Pro-Rata LTIP, provided that with respect to the LTIP relating to the performance period beginning in 2016, Executive shall be credited with two additional years of service credit for purposes of determining the amount of Pro-Rata LTIP Executive is entitled to received, (D) the Pro-Rata Annual Bonus for the year in which the Termination Date occurs and (E) Executive shall become vested in a pro-rata portion of the first installment of the Initial Grant Option based on the number of days elapsed between the Commencement Date and the Termination Date. b. Executive shall receive the Accrued Benefits and on the payment schedule specified in Section 2 of the Employment Agreement. c. If currently enrolled, Executive shall continue to receive life, accident, disability, and long-term care insurance coverage through the Termination Date, and medical, dental, vision and flex spending account benefits through the last day of the month of the date of termination of Executive’s employment. Thereafter, Executive will be eligible for continued group health coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”). This coverage can be continued for up to a maximum of eighteen (18) months months, following the date of his separation from service. (iii) The vesting period for any unvested optionsExecutive’s termination date, shares of restricted stock, or other rights to purchase equity securities at 102% of the Employerfull group premiums, or its subsidiaries, or respective affiliates (collectively, the “Award Shares”) 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 effective date of Employee’s separation from service. (iv) payable by Executive. In addition, Executive shall have the exercise period opportunity to continue Executive’s life insurance coverage by paying the full premiums for Employee such coverage. d. Executive shall remain entitled to exercise any Award Shares shall be extended one (1indemnification and directors and officers insurance coverage per Section 4(h) additional year beyond of the date Employee’s right to exercise would expire absent this Employment Agreement. (v) Employer e. Executive acknowledges that some or all of the consideration paid pursuant to this Agreement is more than Executive would otherwise be legally entitled to receive and that such consideration is adequate consideration for the agreements and covenants contained herein. f. The payments to be provided to Executive shall take all steps reasonably available begin to it to have be paid on the Board of Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to first payroll date following the development of Employer and its affiliates and subsidiariesResignation Date. In the event Executive does not sign this Agreement or revokes this Agreement, Executive will repay amounts paid by the Company prior thereto.

Consideration. In consideration for Employee’s execution of signing this Confidential Agreement Separation Agreement, and General Release (“Agreement”) and compliance complying with its terms, and in accordance with Section 5(ethe terms in the Amended and Restated Employment Agreement (dated December 17, 2007) of and the First Amendment to Amended and Restated Employment Agreement (dated January 30, 2009), as well as any other applicable Employment Agreements (collectively “Employment Agreement”), The Pantry agrees: a. pursuant to the mutual promises contained in this Agreement and the Employment Agreement, Employer agrees to provide pay to Employee with the following: Three Hundred Ten Thousand Dollars and Zero Cents (i) A payment to equal to one (1) times the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid $310,000.00), in substantially equal monthly installments (or such other frequency consistent in accordance with the CompanyThe Pantry’s payroll practice then in effect for active employees at schedule and practices applicable to Employee immediately prior to the executive level) over a period of Effective Date, representing twelve (12) monthsmonths of salary at Employee’s base rate of pay, less lawful deductions, commencing no later than on the first such payroll date after The Pantry’s receipt of an original of this Agreement signed by Employee and the expiration of the revocation period described herein. If Employee accepts employment or a consultancy with another entity or becomes self-employed, then he must notify The Pantry before such employment or consultancy begins and the severance payments made pursuant to this Agreement shall be reduced by the amount of compensation to 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 52-week period following the Effective Date, beginning within thirty (30) business days after the Executivelatter of The Pantry’s separation from service by the Company without Cause, except as otherwise provided in receipt of a signed original of this Separation Agreement. For avoidance of doubt, the above referenced payments Employee’s notification to The Pantry of Employee’s COBRA election and the Employee’s return of the COBRA paperwork. Payments shall be made by The Pantry directly to the COBRA administrator. Thereafter, Employee shall be entitled to choose to continue such COBRA coverage for the remainder of the COBRA period, at Employee’s own expense. Nothing in accordance with 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 dates set forth on Schedule 2interpreted by The Pantry from time to time, attached hereto. and/or (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (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 Section 954 of the Employer, or its subsidiaries, or respective affiliates ▇▇▇▇-▇▇▇▇▇ Act (collectively, the “Award Shares”as may be amended) 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 applicable rules or regulations promulgated by the effective date of Employee’s separation from serviceSecurities Exchange Commission. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. (a) In consideration for Employee’s execution the release of claims set forth below and other obligations under the Agreement, the Company agrees to pay Employee two hundred twenty-five thousand dollars ($225,000), less applicable tax withholdings (the “Severance Payment”). The Parties agree that the aforementioned severance pay covers any amounts due under Section 5 of the Employment Agreement signed by Employee and the Company, effective November 30, 2016, a copy of which is attached hereto as Exhibit A (the “Employment Agreement”). For the avoidance of doubt, no bonus of any kind, payable in full or partial, has accrued. The Severance Payment will be paid out in two equal installments with the first half paid with the next regular payroll following the Termination Date and the second half paid on the regular payroll date following the expiration of three months from the Termination Date. If Employee violates Section 7, Section 8, Section 9, Section 10, Section 11 and/or Section 12 of this Confidential Agreement Agreement, the Company shall be entitled to repayment of the Severance Payment described in Section 2(a) of this Agreement. (b) Employee shall receive an amount of $38,460.80 for accrued 320 hours of paid time off, payable with the next regular payroll following the Termination Date. (c) Employee shall continue the Company’s health, dental and General Release vision plan coverage until and including December 31, 2018 as provided for in Section 2(a) of this Agreement. After December 31, 2018, Employee will be entitled to health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“AgreementCOBRA”), if Employee so timely elects and makes the necessary payments, to the extent required by law. (d) All outstanding equity grants of Employee shall immediately vest on the Termination Date and compliance with its termsremain exercisable until January 14, and in accordance 2019. Employee is responsible for any local, state and/or federal taxes due to such vesting. Should Employee fail to pay such taxes, any such amounts due will be deducted from the Severance Payment. (e) In accord with Section 5(e) 4.2 of the Employment Agreement, Employer agrees to provide business expenses incurred by Employee with through the following: (i) A payment to equal to one (1) times the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall Termination Date will be paid in substantially equal monthly installments (or such other frequency reimbursed consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after the Executive’s separation from service by the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached heretopolicy. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (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 “Award Shares”) 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 effective date of Employee’s separation from service. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In consideration exchange for Employee’s execution Edelhertz’ written consent to this Agreement, Zamba agrees to pay Edelhertz on a salary continuation basis through the earlier of 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 Confidential 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 General Release (“Agreement”) and compliance with its termsincorporated herein as Exhibit A. Salary continuation will be based on Edelhertz’ current base salary, and in accordance with Section 5(e) will not include bonuses, commissions, amounts realized from the exercise of the Employment Agreementstock options, Employer agrees to provide Employee with the following: (i) A payment to equal to one (1) times the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such any other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period form of twelve (12) months, commencing no later than thirty (30) days after the Executive’s separation from service by the Company without Causemonetary or non-monetary compensation, except as otherwise provided expressly set forth in this Agreement. For avoidance of doubtEdelhertz’ consent to be valid, the above referenced payments shall be made he must return this Agreement in a signed and unmodified manner to Zamba, in accordance with the amounts terms of this Agreement. Settlement pay will be reduced by usual and dates customary withholdings and deductions. Edelhertz acknowledges that none of the consideration or benefits set forth on Schedule 2in this Agreement are to be made until this Agreement is properly executed and returned to Zamba, attached hereto. (ii) To and that any payments that are tolled because the extent that Agreement is not executed will be paid in the Employee qualifies forpayroll following execution and return of this Agreement. Following the end of the Pay Period, complies with Zamba will also pay Edelhertz the requirements of and otherwise remains eligible for continuation value of his health care insurance benefits under COBRAaccrued yet unused Personal Time Off (“PTO”) as of that date. PTO shall not continue to accrue following the Transition Date. Notwithstanding anything else in this Agreement regarding his stock options, Edelhertz acknowledges and agrees that, as further consideration for Zamba’s consent to this Agreement, all stock options granted by Zamba to him in December 2000 shall be cancelled and of no further effect, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (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 “Award Shares”) 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 effective date of Employee’s separation from service. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the date Employee’s right to exercise would expire absent this Agreement. (v) Employer shall Edelhertz will take all steps such actions as may be reasonably available requested by Zamba to it to have the Board of Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiarieseffectuate such cancellation.

Consideration. (a) In exchange for and in consideration for 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 Confidential Agreement and General Release (“Agreement”) and compliance with its terms, and in accordance with Section 5(e) lieu of the Employment severance provided for under the “Severance” section of the Offer Letter, Cambium will continue to pay the Employee with her base salary equivalent to Employee’s base salary as of April 26, 2024 through the Termination Date, less applicable withholdings and deductions, with such payments to occur in equal monthly installments on the Company’s regular pay dates. Should Employee’s employment with the Company terminate prior to the Termination Date for any reason other than Cause (as defined in the Employee’s equity award agreements for the Initial Options and Initial RSUs, as defined in the Offer Letter) (“Early Termination”), Employee will be paid all base salary through the Early Termination Date, and thereafter shall be entitled to continued payment of her base salary through the Termination Date. (b) Employee’ group health insurance coverage shall continue, in the same amount as Employee is entitled to as of the date of this Agreement, Employer agrees to provide Employee with the following: through earlier of (i) A payment the Early Termination Date and (ii) the Termination Date, as applicable. (c) In exchange for and in consideration of the covenants and promises contained herein, including the Employee’s release of all claims against Cambium and the Released Parties as set forth in this Agreement and the Employee’s compliance with this Agreement, that portion of the Initial Options and Initial RSUs (with each such terms as defined in the Offer Letter) granted to equal the Employee on May 25, 2023 under the Cambium Networks Corporation 2019 Share Incentive Plan (the “Plan”) shall continue to one vest through the earlier of (1i) times the Executive’s then current annual Total Cash Compensation Early Termination Date and (ii) the Termination Date, as severance payapplicable. This severance pay 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 paid forfeited on earlier of (i) the Early Termination Date and (ii) the Termination Date, as applicable. Notwithstanding anything otherwise set forth in substantially equal monthly installments 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 “Severance Benefits”). (e) The Employee further acknowledges and agrees that: (i) the Employee shall not receive, and is not entitled to receive, any other payments, benefits or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period remuneration of twelve (12) months, commencing no later than thirty (30) days after the Executive’s separation any kind from service by the Company without CauseGroup or the Released Parties, except as otherwise provided set forth in this Agreement, and (ii) the Severance Benefits constitute full accord and satisfaction for all amounts due and owing to the Employee, including all salary, wages, incentive compensation, commissions, paid time off, reimbursements or other payments, benefits or remuneration of any kind which may have been due and owing to the Employee. For the avoidance of doubt, Employee shall cease to be eligible for the above referenced payments shall be made in accordance with the amounts and dates severance benefits set forth on Schedule 2, attached heretoin the Offer Letter. (iif) To All payments made by the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer Company shall pay the COBRA premiums until the earlier of (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 “Award Shares”) that were previously awarded to Employee pursuant be subject to any Plan shall be accelerated, mandatory deductions and any unvested Award Shares awarded to Employee shall become fully vested effective immediately prior to the effective date of Employee’s separation from servicewithholdings. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In consideration exchange for Employee’s execution the agreements and obligations of Employee set forth in this Confidential Agreement and General Release (“Agreement”) and compliance with its terms, and in accordance with Section 5(e) of the Employment Agreement, Employer agrees to shall provide Employee with the followingfollowing consideration, the sufficiency of which is hereby acknowledged: (ia) A payment During the Transition Period, Employee will no longer hold the title of Chief Operating Officer. During the Transition Period, Employee will continue to equal be paid an annual base salary of [***], payable bi-weekly, less applicable taxes and deductions. Employee shall continue to one (1) times be entitled to receive his currently elected benefits coverage through the Executive’s then current annual Total Cash Compensation as severance paySeparation Date. This severance pay Work related expenses incurred prior to the Separation Date necessary to perform duties requested by Employer shall be paid in substantially equal monthly installments (or such other frequency reimbursed to Employee consistent with Employer’s existing Travel and Expense Policies. b) Employee shall remain eligible to receive a cash bonus for the Company2022 calendar year pursuant to Home Point Financial’s payroll practice then annual corporate bonus plan. The exact bonus amount will be determined based on Home Point Financial’s 2022 achieved results and Home Point Financial’s bonus pool funding in effect for active employees accordance with the plan. Employee’s Bonus will be paid at the executive level) over a period of twelve (12) monthssame time other bonuses for the 2022 calendar year are paid company-wide, commencing which will occur no later than thirty March 15, 2023. Employee agrees that he is not otherwise entitled to this payment under any contract, agreement, practice, bonus plan, or custom of Home Point Financial, and understands that it is paid by Home Point Financial solely in light of business considerations and the desire to amicably resolve and release all claims. c) The terms of Employee’s Substitute Option Agreement (30the “Substitute Option Agreement”) days after the Executive’s separation from service entered into by the Company without CauseEmployee pursuant to the Home Point Capital Inc. 2021 Incentive Plan (the “Plan”), except shall be modified, such that as otherwise 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 in this Agreement. For 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 above referenced payments shall be made Substitute Option Agreement. ClarkHill\49458\183091\223633547.v1-3/19/20 d) Solely upon the vesting of Employee’s Performance-Based Substitute Options in accordance with the amounts and dates terms set forth on Schedule 2in the Substitute Option Agreement, attached hereto. Employee will be entitled to receive a special bonus payment in an aggregate amount equal to the sum of (i) the “Performance-Vesting Bonus” amount set forth in Section 1(a)(iii) of Employee’s Bonus Agreement, dated October 1, 2020, between Employee and Home Point Capital LP, (ii) To the extent that the “Performance-Vesting Bonus” amount set forth in Section 1(a)(iii) of Employee’s Bonus Agreement, dated January 15, 2021, between Employee qualifies forand Home Point Capital LP, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (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 “Award Shares”Performance-Vesting Bonus” amount set forth in Section 1(a)(iii) 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 effective date of Employee’s separation from service. Bonus Agreement, dated August 27, 2021, between Employee and Home Point Capital Inc., (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1“Performance-Vesting Bonus” amount set forth in Section 1(a)(iii) additional year beyond the date of Employee’s right to exercise would expire absent this Bonus Agreement. , dated November 19, 2021, between Employee and Home Point Capital Inc., (v) Employer shall take all steps reasonably available to it to have the Board “Performance-Vesting Bonus” amount set forth in Section 1(a)(iii) of Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions 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 applicable withholding obligations. Employee agrees and acknowledges that, except for any payments provided for herein, he has been paid or has received all wages, salary, unused accrued paid time off, bonuses, expenses, commissions, and fringe benefits that are or will be due to him through and following the development Separation Date. Employee further certifies that he has received written notice that all fringe benefits will cease on the Separation Date unless otherwise provided by the applicable 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 Employer and its affiliates and subsidiariessuch company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

Consideration. In consideration for Employee’s execution Pursuant to the terms of this Confidential Agreement and General Release (“Agreement”) the Reaffirmation, Executive is receiving certain consideration in exchange for promises by Executive in this Agreement and compliance with its termsthe Reaffirmation, including but not limited to a release of claims, promise to provide advisory services, and promise to cooperate post-separation from employment, and provided that (a) Executive’s employment with the Company has not been terminated prior to the Separation Date as a result of voluntary termination by Executive without Good Reason (as defined in accordance with Section 5(e) of the Employment Agreement, Employer agrees to provide Employee with the following: (i) A payment to equal to one (1) times the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after the Executive’s separation from service involuntary termination by the Company without Causefor Cause (as defined in the Employment Agreement), except (b) both this Agreement and the Reaffirmation are timely signed by Executive, returned to the Company, and not revoked as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2in Section 14 of this Agreement and Section 9 of the Reaffirmation, attached hereto(c) the Advisory Agreement is signed by Executive at the same time this Agreement is signed by Executive, (d) Executive notifies the Company in writing to ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Senior VP, Human Resources, via email at ▇▇▇▇▇@▇▇▇▇▇▇▇▇. (ii) To the extent ▇▇▇, that the Employee qualifies for, complies with the requirements of Executive has timely and otherwise remains eligible for properly elected healthcare insurance continuation of his health care insurance benefits coverage under COBRA, and payment of COBRA premiums is permitted (e) Executive remains eligible for such coverage under applicable laws and regulationsCOBRA, then the Employer Company shall pay the full monthly premium directly to the COBRA premiums administrator for Executive to continue healthcare insurance coverage under COBRA (the “COBRA Payments”) until the earlier of of: (A) such time as Employee obtains alternative employment and becomes eligible for health insurance through his new employer and (Bi) eighteen (18) months following the Separation Date; and (ii) the date of his separation from serviceExecutive is no longer eligible to receive COBRA continuation coverage. During the period in which the Company is providing the COBRA Payments, Executive shall immediately notify the Company in writing to ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Senior VP, Human Resources, via email at ▇▇▇▇▇@▇▇▇▇▇▇▇▇. (iii) ▇▇▇, if Executive cancels COBRA continuation coverage or is no longer eligible to receive COBRA continuation coverage. 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, COBRA Payments are hereinafter referred in this Agreement as the “Award SharesConsideration.”) 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 effective date of Employee’s separation from service. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In consideration for Employee’s execution A. Provided that you have signed and returned this Agreement as set forth below, and have not revoked your signature on this Agreement (as discussed in paragraph 15), and have signed the Reaffirmation at the end of this Confidential Agreement and General Release Agreement, the Company shall (“Agreement”) and compliance with its terms, and in accordance with Section 5(e) on behalf of the Employment Agreement, Employer agrees to Releasees) provide Employee you with the followingfollowing after your termination of employment: (i) A payment to Payment of an amount equal to one twelve (112) times your monthly base salary (the Executive’s then current annual Total Cash Compensation as severance pay“Separation Payment”), provided you have not secured another position with the Company. This severance pay The Separation Payment shall be paid to you in substantially equal monthly installments (bi-weekly payments, beginning on the first full payroll period after the termination of your employment or such other frequency consistent the expiration of the revocation period set forth in paragraph 15 of this Agreement, whichever is later. Payments of the Separation Payment will be made on the Company’s normal payroll cycle in accordance with the Company’s regular payroll practice then in effect for active employees at the executive level) over practices, and are subject to all statutory deductions required by federal, state and/or local law. Payments will be reported on a period of twelve (12) months, commencing no later than thirty (30) days after the Executive’s separation from service by the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached heretotax form W-2. (ii) To In the extent event a prospective employer seeks a reference relating to your employment, you will direct their inquiries to the Company’s Executive Vice President, Chief Administrative & Human Resources Officer, who will provide, or direct a Human Resources designee to provide, only the dates of your employment, the position that the Employee qualifies foryou held, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRAyour job location, and payment your compensation as of COBRA premiums the Separation Date, and will confirm that it is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (A) Company policy to provide only 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 serviceinformation. (iii) The vesting period Company will pay you a lump sum amount equal to the difference between the COBRA coverage premium for any unvested optionsthe same type of medical, shares of restricted stockdental and vision coverage (single, family or other rights to purchase equity securities other) in which you are enrolled as of the EmployerSeparation Date and your employee contribution, or its subsidiaries, or respective affiliates which represents the amount the Company would allocate for such coverage had your coverage remained active for twelve (collectively, 12) months. This payment will be taxable and subject to withholding. You will be responsible for ensuring the “Award Shares”) that were previously awarded to Employee pursuant to any Plan shall timely payment of your COBRA coverage premiums. This payment will be accelerated, and any unvested Award Shares awarded to Employee shall become fully vested effective immediately prior to the effective date made within sixty days of Employee’s separation from servicetermination of your employment. (iv) In addition, The Company will pay you a lump sum Transition Bonus in the exercise period for Employee amount of $100,000 within sixty (60) days of the termination of your employment. B. Even if you choose not to exercise any Award Shares shall be extended one (1) additional year beyond the date Employee’s right to exercise would expire absent sign this Agreement, or if you sign this Agreement and then revoke your signature (as explained below), you will still be paid your regular salary through the Separation Date and your accrued but unused calendar year 2015 PTO, if any. (v) Employer shall take all steps reasonably available to it to have the Board of Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.

Consideration. In consideration for signing this Agreement and General Release, and complying with its terms, the Bank agrees to pay Employee the following, as may be more fully described in Exhibit A, and other benefits outlined in Exhibit A (subject to the terms of Exhibit A, this Agreement and the applicable plans described therein): a. to pay to Employee thirty-two (32) weeks salary continuation payments. The amounts shall be paid in installments as set forth on Exhibit A attached hereto. Such installment amounts shall be subject to tax withholdings required by federal, state, and/or local laws; b. to pay to Employee a supplemental payment (“Supplemental Payment”) in an amount set forth on Exhibit A, which is equivalent to the amount the Bank contributes to active employees’ medical plan coverage, at employee’s elected level of coverage, for a period of thirty-two (32) weeks. The Supplemental Payment shall be paid in semi-monthly installments through the Bank’s payroll and shall be subject to tax withholdings required by federal, state, and/or local laws, as outlined in Exhibit A. To the extent that Employee desires to continue participating in the Bank’s medical coverage program, Employee shall complete the medical continuation coverage documents to enroll in such coverage and make payments to the Bank as set forth in those documents. Employee shall be solely responsible for paying all the costs of such continuation coverage including the administrative fee; and c. to provide outplacement assistance as set forth on Exhibit A. 4. No Consideration Absent Execution of this Agreement. Employee understands and agrees that Employee would not receive the Salary Continuation and/or the Supplemental Payment specified in paragraph “3” above, except for Employee’s execution of this Confidential Agreement and General Release and the fulfillment of the promises contained herein. This Agreement and General Release shall not affect Employee’s rights to any retirement benefits, incentive compensation under the 2025 Executive Officer Incentive Compensation Plan (“Agreement2025 Plan”) and compliance with its terms), deferred compensation installment payments under the Bank’s 2024 Executive Officer Incentive Compensation Plan (“2024 Plan”), or Employee’s rights under the Non Qualified Deferred Compensation Supplemental Thrift Plan, and in accordance with Section 5(e) its applicable Addendum, through Employee’s termination of employment, as the Parties agree that any payments or benefits under the aforementioned plans are governed by the terms of the Employment Agreement, Employer agrees applicable plan and are not subject to provide Employee with waiver or modification under the following: (i) A payment to equal to one (1) times terms of the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after the Executive’s separation from service by the Company without Cause, except as otherwise provided in this Agreement. For the avoidance of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached hereto. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (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 aforementioned plans govern all rights to purchase equity securities of the Employer, or its subsidiaries, or respective affiliates (collectively, the “Award Shares”) 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 Parties with respect to the effective date of Employee’s separation from service. (iv) In addition, the exercise period subject matter for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.which Docusign Envelope ID: 585661BB-0857-4567-A549-23CAFCAC7862

Consideration. In consideration for Employee’s 1. Sandler's employment with Herbalife will terminate effective May 19, 2002 ("the Termination Date"). Sandler's compensation, benefits and perquisites of employment will cease as of the Termination Date. 2. Sandler shall be paid severance in the amount of Two Million, Six-Hundred and Twenty-Two Thousand and Five Hundred Dollars ($2,622,500.00) ("Severance") in a lump sum, less applicable withholdings, within ten days after execution of this Confidential Agreement without prior revocation of the Agreement by Sandler pursuant to paragraph 26 of this Agreement. (a) Notwithstanding anything to the contrary contained in the Plan, Sandler's Stock Options will vest and General Release (“Agreement”) and compliance with its terms, and be exercisable in accordance with Section 5(eSandler's August 20, 2000 Employment Agreement (attached hereto as Exhibit "A"). Sandler and the Company represent and agree that the number and strike price of vested and unvested stock options Sandler holds are currently set forth in the attached schedule, which is made a part of this Agreement as Exhibit "B." (b) Herbalife will provide safe transport of artwork, and other personal property owned by Sandler currently located at Herbalife, to be delivered to Sandler's personal residence or an alternative local location designated by Sandler, at no expense to Sandler. 4. The release set forth at paragraph 24(a) herein is not a waiver of Sandler's rights to payments of monies to which he is entitled by virtue of the Company's Senior Executive Reimbursement Plan ("SERP"), Deferred Compensation Plan, 401K Plan or paid vacation policy. These monies will be paid to Sandler in accordance with the Company's SERP, Deferred Compensation and 401K plan documents, Company policy, and the law. 5. Sandler has been relieved of his obligations and duties as General Counsel, Corporate Secretary and Executive Vice President and Sandler agrees that he has no authority to act as an officer or employee of Herbalife. 6. Sandler agrees that after his departure, he will fully cooperate with Herbalife in an orderly transfer of his work to others, and that he will be available to respond to inquiries about his work. Sandler further agrees, on behalf of himself and his legal successors and assigns, to execute such additional documents and instruments and to take such additional actions as Herbalife may request from time to time after the date hereof, in order to complete, effectuate, perfect and better evidence the agreements of the parties set forth in this Agreement. Sandler will also reasonably cooperate with Herbalife in the defense of any legal, administrative or other action brought by any third party against Herbalife after his departure, in which event, Herbalife will pay the reasonable cost of legal representation for Sandler in connection therewith. 7. Sandler's entitlement to the consideration described herein is expressly contingent upon his execution and delivery of this Agreement to Herbalife. The consideration set forth in this Agreement fully satisfies and extinguishes any and all rights Sandler may have pursuant to any other Herbalife plan, agreement or policy, including, but not limited to all agreements, plans, policies and other arrangements provided by Herbalife or any of its subsidiaries or trusts sponsored, established or maintained by any of such entities, including, without limitation, the Employment Agreement dated August 20, 2000, the Senior Executive Change of Control Plan, the 1994 Performance-Based Annual Incentive Compensation Plan, the 1992 Executive Incentive Compensation Plan, the 1991 Stock Option Plan, the Management Deferred Compensation Plan and related trust(s), the Senior Executive Compensation Plan and related trust(s), the Supplemental Executive Retirement Plan and related trust(s), the Executive Medical Plan and all other health insurance and benefit plans, the Executive Long-Term Disability Plan, the Executive Life Insurance Plan, Herbalife's expense reimbursement plans and policies, and Herbalife's vacation plan. Although Sandler expressly waives all rights or claims with respect to compensation, remuneration, payments or consideration due to him now or in the future under his Employment Agreement, Sandler's obligations under the Employment Agreement shall remain in full force and effect, including, but not limited to Sandler's obligations pursuant to paragraph 6, subparts (a) - (c) of the Employment Agreement, Employer agrees to provide Employee with the following: (i) A payment to equal to one (1) times the Executive’s then current annual Total Cash Compensation as severance pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a period of twelve (12) months, commencing no later than thirty (30) days after the Executive’s separation from service which provisions are incorporated herein by the Company without Cause, except as otherwise provided in this Agreement. For avoidance of doubt, the above referenced payments shall be made in accordance with the amounts and dates set forth on Schedule 2, attached heretoreference. (ii) To the extent that the Employee qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Employer shall pay the COBRA premiums until the earlier of (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 “Award Shares”) 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 effective date of Employee’s separation from service. (iv) In addition, the exercise period for Employee to exercise any Award Shares shall be extended one (1) additional year beyond the 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 Directors of TerreStar Corporation issue a resolution acknowledging Employee’s contributions to the development of Employer and its affiliates and subsidiaries.