Common use of Consulting Period Clause in Contracts

Consulting Period. In the event that, during the Employment Term and prior to a Change of Control of the Company (as defined under the Option Plan), Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Constructive Termination, and at the time of such termination the Company is actively engaged in substantive negotiations (and has conducted more than preliminary due diligence investigations) with respect to a transaction that, if consummated, would result in a Change of Control of the Company, then Executive agrees to continue to serve the Company and its Subsidiaries and Affiliates as a consultant for a period of 12 months following such termination of Executive’s employment and the Employment Term (the “Consulting Period”). In such role, Executive will advise the Chief Executive Officer of the Company on such matters as the Chief Executive Officer shall reasonably request (including advising on strategic matters and working with the Chief Executive Officer towards the successful completion of a Change in Control of the Company), shall meet with the Board periodically as requested by it, and shall assume such other responsibilities as the Executive and the Company’s Chief Executive Officer or the Board shall mutually agree. Executive shall not be required to provide such consulting services in any Company office or to maintain any specified or minimum office hours, but agrees to make himself reasonably available to the Company in connection with such consulting services. As consideration for such consulting services, Executive shall continue to vest in Executive’s then unvested Stock Options in accordance with the normal vesting schedule during the period of continuous service (i.e., with the period of consultancy being treated as “continuous services” for purposes of the Stock Options, and with the potential for accelerated vesting in connection with a Change of Control during the Consulting Period,), Executive shall be paid a per diem amount for his consulting services, and Executive shall be promptly reimbursed for travel, food, lodging and other out-of pocket expenses reasonably incurred by Executive in performing such services, in each case on terms mutually agreed to by the Executive and the Company’s Chief Executive Officer or the Board. If the Change of Control occurs prior to the end of such 12 month period, then the Consulting Period shall terminate immediately following the effective date of the Change of Control.

Consulting Period. In the event that, during the Employment Term (a) Executive and prior to a Change of Control of the Company (as defined under the Option Plan), Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Constructive Termination, and at the time of such termination the Company is actively engaged in substantive negotiations (and has conducted more than preliminary due diligence investigations) with respect to a transaction that, if consummated, would result in a Change of Control of the Company, then Executive agrees to continue to serve the Company and its Subsidiaries and Affiliates as a consultant agree that for a period of 12 twelve (12) months following such termination of Executive’s employment and the Employment Term Separation Date (the “Consulting Transition Period”), Executive shall serve as a consultant to Company, subject to the terms and conditions of this Agreement. In such roleDuring the Transition Period, Executive will advise render those services reasonably requested by Company and/or the Board on an as-needed basis during normal business hours, which services shall include assisting Company in the transition of his duties and responsibilities, providing contact information to the officers of Company regarding Executive’s Company engagements, and such other services as may be reasonably requested by Company and/or the Board. The services described in this paragraph shall be performed at such locations, dates, and times as Company and Executive shall mutually agree. Executive agrees to use his best skill, efforts and judgment in performing such services. The Parties agree and understand that the services performed by Executive under this Paragraph 2 shall be periodic and limited in nature. During the Transition Period, the Consultant shall be entitled to accept other employment and pursue other activities and interests, so long as such employment, activities and interests do not otherwise breach Executive’s covenants and obligations under this Agreement. (b) In consideration for Executive’s execution and nonrevocation of and compliance with this Agreement, during the Transition Period: (i) Executive shall be entitled to receive a lump sum payment, payable on Company’s first regularly scheduled pay date that occurs after the Effective Date, in the amount of $1,000,000; (ii) Executive shall be entitled to reimbursement from Company, in an amount not to exceed $75,000 in the aggregate during the Transition Period, for the actual costs incurred by Executive in connection with maintaining an office (which office, for the avoidance of doubt will not be located in a Company facility) and/or an administrative assistant of his choosing, plus reimbursement for such other reasonable business expenses approved in advance by the Chief Executive Officer or the Chairman of the Board and incurred in the performance of consulting services hereunder; provided that Executive shall be required to submit reasonable documentation of such expenses to Company on such matters as prior to receiving reimbursement; and (iii) Executive shall be entitled to continued use of his current Company-provided car. The amounts described in this Paragraph 2(b) shall be the Chief sole remuneration owed to Executive Officer shall reasonably request (including advising on strategic matters and working with the Chief Executive Officer towards the successful completion of a Change by Company in Control respect of the Companyprovision of the consulting services described in Paragraph 2(a). (c) Executive shall not be authorized to incur expenses (other than as set forth in Paragraph 2(b)) or enter into agreements on behalf of or otherwise bind or represent Company during the Transition Period and thereafter, shall meet with except to the Board periodically as requested extent approved in advance by it, and shall assume such other responsibilities as the Executive and the Company’s Chief Executive Officer or the Board Chairman of the Board. (d) During the Transition Period, Executive shall mutually agree. Executive perform the services requested by Company under this Agreement as an independent contractor and shall not be required to provide such consulting services deemed an employee of Company or any of its affiliates for any purpose. Accordingly, Company will not withhold federal or state income, social security, or other taxes from the payments described in any Company office or to maintain any specified or minimum office hours, but agrees to make himself reasonably available to the Company in connection with such consulting services. As consideration for such consulting services, Executive shall continue to vest in Executive’s then unvested Stock Options in accordance with the normal vesting schedule during the period of continuous service (i.e., with the period of consultancy being treated as “continuous services” for purposes of the Stock Options, and with the potential for accelerated vesting in connection with a Change of Control during the Consulting Period,Paragraph 2(b), unless otherwise required by law. Executive shall agrees that the Executive will be paid a per diem amount fully and solely responsible for his consulting services, and Executive shall be promptly reimbursed for travel, food, lodging and any income or other out-of pocket expenses reasonably incurred by tax liability imposed on Executive in performing such services, in each case on terms mutually agreed to by the Executive and the Company’s Chief Executive Officer or the Board. If the Change of Control occurs prior to the end of such 12 month period, then the Consulting Period shall terminate immediately following the effective date of the Change of Controlhis capacity as an independent contractor.

Consulting Period. In the event that, during the Employment Term and prior to a Change of Control of the Company (as defined under the Option Plan), Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Constructive Termination, and at the time of such termination the Company is actively engaged in substantive negotiations (and has conducted more than preliminary due diligence investigations) with respect to a transaction that, if consummated, would result in a Change of Control of the Company, then Executive agrees to continue to serve the Company and its Subsidiaries and Affiliates Stitch Fix hereby engages Employee as a consultant for a period beginning on the first day following the Separation Date and ending on the date that is three months after of 12 months following such termination of Executive’s employment and the Employment Term Separation Date, unless terminated earlier as provided below (the “Consulting Period”). In such roleDuring the Consulting Period, Executive will advise the Chief Executive Officer Employee shall assist Stitch Fix in any area of the Company on such matters Employee’s expertise, as the Chief Executive Officer shall reasonably request (including advising on strategic matters and working with the Chief Executive Officer towards the successful completion of a Change in Control of the Company), shall meet with the Board periodically as requested by itStitch Fix on an as-needed basis up to a maximum of five hours per week (the “Consulting Services”). Employee’s relationship with Stitch Fix during the Consulting Period will be that of an independent contractor, and shall assume such other responsibilities as nothing in this Separation Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship after the Executive and the Company’s Chief Executive Officer or the Board shall mutually agreeSeparation Date. Executive Other than provided in this Separation Agreement, Employee shall not be required entitled to provide such consulting services any of the benefits that Stitch Fix may make available to its employees. Employee shall have no authority to bind Stitch Fix to any contractual obligations, whether written, oral or implied. Employee shall not represent or purport to represent Stitch Fix in any Company office manner whatsoever to any third party unless authorized by Stitch Fix, in writing, to do so. Employee shall exercise the highest degree of professionalism and utilize Employee’s expertise and creative talents in performing the Consulting Services. When providing Consulting Services, Employee shall abide by Stitch Fix’s policies and procedures. Throughout the Consulting Period, Employee may engage in employment, consulting, or other work relationships in addition to maintain any specified or minimum office hoursperforming Consulting Services for Stitch Fix. In order to protect Stitch Fix’s trade secrets and confidential and proprietary information, but agrees to make himself reasonably available to the Company in connection with such consulting services. As consideration for such consulting services, Executive shall continue to vest in Executive’s then unvested Stock Options in accordance with the normal vesting schedule during the period of continuous service (i.e., with the period of consultancy being treated as “continuous services” for purposes of the Stock Options, and with the potential for accelerated vesting in connection with a Change of Control during the Consulting Period,), Executive Employee shall be paid a per diem amount not obtain employment with or perform competitive work for his consulting servicesany business entity, and Executive shall be promptly reimbursed for travel, food, lodging and or engage in any other out-of pocket expenses reasonably incurred by Executive in performing such services, in each case on terms mutually agreed to by the Executive and the Company’s Chief Executive Officer or the Boardwork activity that is competitive with Stitch Fix. If the Change of Control occurs prior to the end of such 12 month period, then Employee may terminate the Consulting Period shall at any time upon written notice to the Company. Stitch Fix may terminate immediately following the effective date Consulting Period upon written notice to Employee in the event of the Change Employee’s material breach of Controlany provision of this Separation Agreement or any breach of her Confidentiality Agreement (as defined below).

Consulting Period. In (a) Provided that you remain employed until the six-month anniversary of the date hereof or in the event that, during that the Employment Term and prior to a Change of Control of the Company (as defined under the Option Plan), Executive’s employment hereunder Applicable Period is terminated by the Company without Cause or by Executive prior to such date for Constructive Terminationreasons other than Cause, and at subject to your satisfaction of the time release requirement described in Section 7 below and your compliance with your obligations under Sections 5 and 6, upon the Separation Date you shall assume the responsibilities of such termination a consultant to the Company is actively engaged in substantive negotiations (and has conducted more than preliminary due diligence investigations) with respect to a transaction thatand, if consummated, would result in a Change of Control of during the Company, then Executive agrees to continue to serve 18-month period immediately following the Company and its Subsidiaries and Affiliates as a consultant for a period of 12 months following such termination of Executive’s employment and the Employment Term Separation Date (the “Consulting Period”), you shall provide such services as are requested by the Board or by the New CEO from time to time (the “Consulting Services”). In For the avoidance of doubt and subject to your obligations pursuant to Section 5, the Company acknowledges and agrees that you will be permitted to seek and/or obtain new employment during the Consulting Period and that the Consulting Services will be performed at such roletimes and in such locations as are reasonably convenient to you, Executive will advise taking into account your other professional and personal commitments. (b) During the Chief Executive Officer Consulting Period, the Company shall (i) pay you a fee equal to your monthly base salary in effect as of the Company on such matters as Separation Date, payable in arrears within ten days following the Chief Executive Officer shall reasonably request (including advising on strategic matters and working with end of each month during the Chief Executive Officer towards the successful completion of a Change in Control of the Company), shall meet with the Board periodically as requested by itConsulting Period, and shall assume such other responsibilities as the Executive and the Company’s Chief Executive Officer or the Board shall mutually agree. Executive shall not be required to provide such consulting services in any Company office or to maintain any specified or minimum office hours, but agrees to make himself reasonably available to the Company in connection with such consulting services. As consideration for such consulting services, Executive shall continue to vest in Executive’s then unvested Stock Options (ii) reimburse your business expenses in accordance with the normal vesting schedule Company’s expense reimbursement policy. In addition, any outstanding Company equity-based awards that you hold as of the Separation Date will remain outstanding during the period Consulting Period and continue to vest (and, as applicable, remain exercisable) in accordance with their terms so long as you remain available to perform the Consulting Services during the Consulting Period. Provided that you remain available to perform the Consulting Services during the Consulting Period, the last day of continuous the Consulting Period shall be deemed to be the date that your employment or other service terminates for purposes of such awards. (i.e.c) For the avoidance of doubt, with you and the period of consultancy being treated as Company hereby acknowledge that the Separation Date is expected to constitute a “continuous servicesseparation from service” for purposes of Section 409A of the Stock OptionsInternal Revenue Code of 1986, as amended, and with the potential for accelerated vesting in connection with a Change regulations promulgated thereunder (“Section 409A”). In furtherance of Control during the Consulting Period,)preceding sentence, Executive shall be paid a per diem amount for his consulting services, and Executive shall be promptly reimbursed for travel, food, lodging and other out-of pocket expenses reasonably incurred by Executive in performing such services, in each case on terms mutually agreed to by the Executive you and the Company’s Chief Executive Officer or Company agree and anticipate that the Boardlevel of Consulting Services that you will perform after the Separation Date will not exceed the maximum level that is presumed to result in a "separation from service" in accordance with Treasury Regulation Section 1.409A-1(h)(1)(ii). If the Change of Control occurs prior to the end of such 12 month period, then Your status during the Consulting Period shall terminate be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. (d) On the next regular payroll date immediately following the date on which the Release (as defined in Section 7) becomes effective date and irrevocable, the Company shall pay you a lump-sum payment in cash equal to eighteen times your monthly premium with respect to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, for continued health and dental coverage. (e) Prior to the commencement of the Change of ControlConsulting Period, you and the Company shall enter into a customary consulting agreement in accordance with the foregoing.

Consulting Period. In Commencing at the event that, during the Employment Term and prior to a Change of Control end of the Company (Renewal Term, the Executive will become a nonemployee consultant and will provide consulting services to the Corporation on a non-exclusive basis as defined under the Option Plan), Executive’s employment hereunder is terminated reasonably requested by the Company without Cause or by Corporation for a one-year consulting period (the "Consulting Period") ending on March 11, 2006. During the Consulting Period, the Executive for Constructive Termination, and at the time of such termination the Company is actively engaged in substantive negotiations (and has conducted more than preliminary due diligence investigations) with respect to a transaction that, if consummated, would result in a Change of Control of the Company, then Executive agrees to will continue to serve the Company and its Subsidiaries and Affiliates as a consultant for a period of 12 months following such termination of Executive’s employment and the Employment Term (the “Consulting Period”). In such role, Executive will advise the Chief Executive Officer Vice Chairman of the Company on such matters as the Chief Executive Officer shall reasonably request (including advising on strategic matters and working with the Chief Executive Officer towards the successful completion of a Change in Control Board of the Company)Corporation, shall meet and will be available, at the election of the Corporation, to provide consulting services commensurate with his position, for approximately 20 hours per week, to accomplish, under the direction of the Chairman of the Board periodically as requested of Directors, a work plan developed by it, the Chairman of the Board and shall assume such other responsibilities as the Executive and the Company’s Chief Executive Officer or approved by the Board shall mutually agreeof Directors. Executive shall not be required to provide such consulting services in any Company office or to maintain any specified or minimum office hoursDuring the Consulting Period, but the Corporation agrees to make himself reasonably available to pay the Company in connection with such consulting services. As consideration for such consulting servicesExecutive base compensation of $400,000 per year, Executive shall continue to vest in Executive’s then unvested Stock Options payable in accordance with the normal vesting schedule during the period of continuous service (i.e., with the period of consultancy being treated as “continuous services” for purposes standard payroll procedures of the Stock OptionsCorporation. In addition, and with the potential for accelerated vesting in connection with a Change of Control during the Consulting Period,, the Executive will be eligible for an annual bonus at a target of 50% of his target annual bonus applicable during the Renewal Term (the "Consulting Bonus"). If the Corporation terminates the Executive's consultancy without Cause or due to the Executive's Disability or in the event of the Executive's death during the Consulting Period, the Corporation will pay the Executive the base compensation for the balance for the Consulting Period and the Consulting Bonus at the times such payments would have otherwise been made. The Executive may terminate his consultancy for any reason or no reason effective upon 30 days written notice at any time before or during the Consulting Period, in which case the Executive shall receive a pro rata portion of his base consulting compensation and the Consulting Bonus, each reflecting the portion of the Consulting Period served. During the Consulting Period, the Corporation shall provide the Executive with an on-site office and secretarial support, and while the Executive is performing a consulting assignment for the Corporation, the Corporation shall continue to provide the Executive with travel-related fringe benefits commensurate with those received by the Executive during the Renewal Period while performing similar assignments as a full-time employee (i.e., reimbursement of business expenses and provision of transportation and travel accommodations). The obligation of the Corporation to provide the benefits under Section 8 of this Agreement shall not be affected by the Executive's performance of services for the Corporation during the Consulting Period, and thus, by way of example and not limitation, the Executive shall be paid a per diem amount for his consulting services, and Executive shall be promptly reimbursed for travel, food, lodging and other out-entitled to all of pocket expenses reasonably incurred by Executive in performing such services, in each case on terms mutually agreed to by the Executive and the Company’s Chief Executive Officer or the Board. If the Change of Control occurs prior to benefits at the end of such 12 month periodthe Renewal Term or earlier if the Executive terminates his employment for any reason after the date hereof. Except as set forth herein, then the Executive should not be entitled to any additional compensation or benefits during the Consulting Period shall terminate immediately following Period. During the effective Consulting Period, the provisions of Sections 14 through 22 and this paragraph (f) of this Section 26 will continue to apply to the Corporation and the Executive and, except as otherwise provided herein, no other provisions of this Agreement will continue to be applicable. For purposes of Section 18(b)(3), the date of "termination of employment" shall mean the Change date on which the Executive ceases to perform consulting services for the Corporation during or upon the end of Controlthe Consulting Period. Notwithstanding anything to the contrary herein, this paragraph (f) will be void and of no effect if the Executive's employment is terminated for any reason before the end of the Renewal Period.

Consulting Period. In (a) Provided that you remain employed until the expiration of the Transition Period, or in the event that, during the Employment Term and Company terminates your employment without Cause prior to a Change of Control the expiration of the Company (as defined Transition Period, and in either event subject to your satisfaction of the Release of Claims requirement described in Section 7 below and your compliance with your obligations under Section 5 and Section 6, upon the Option Plan), Executive’s employment hereunder is terminated by Separation Date you shall assume the responsibilities of a consultant to the Company without Cause or by Executive performing consulting services (the “Consulting Services”) for Constructive Termination, and at the time of such termination 18 month period immediately following the Company is actively engaged in substantive negotiations (and has conducted more than preliminary due diligence investigations) with respect to a transaction that, if consummated, would result in a Change of Control of the Company, then Executive agrees to continue to serve the Company and its Subsidiaries and Affiliates as a consultant for a period of 12 months following such termination of Executive’s employment and the Employment Term Separation Date (the “Consulting Period”)) in accordance with, and subject to the terms and conditions of, the Consulting Agreement described in Section 4(e) below. In such roleFor the avoidance of doubt and subject to your obligations pursuant to Section 5 and Section 6, Executive will advise the Chief Executive Officer of the Company on acknowledges and agrees that you will be permitted to seek and/or obtain new employment during the Consulting Period and that the Consulting Services will be performed at such matters times and in such locations as the Chief Executive Officer shall are reasonably request (including advising on strategic matters convenient to you, taking into account your other professional and working with the Chief Executive Officer towards the successful completion personal commitments. For avoidance of a Change in Control of the Company)doubt, shall meet with the Board periodically as requested by it, and shall assume such other responsibilities as the Executive and the Company’s Chief Executive Officer or the Board shall mutually agree. Executive you shall not be required entitled to provide such consulting services in any enter into the Consulting Agreement with the Company office or to maintain any specified or minimum office hours, but agrees to make himself reasonably available if you voluntarily terminate your employment with the Company prior to the expiration of the Transition Period. (b) During the Consulting Period, any outstanding Company equity-based awards that you hold as of the Separation Date, including but not limited to the equity grants described in connection with such consulting services. As consideration for such consulting servicesSection 2 above, Executive shall will remain outstanding during the Consulting Period and continue to vest in Executive’s then unvested Stock Options (and, as applicable, remain exercisable) in accordance with their terms so long as you remain available to perform the normal vesting schedule Consulting Services during the period Consulting Period. Provided that you remain available to perform the Consulting Services during the Consulting Period, the last day of continuous the Consulting Period shall be deemed to be the date that your service terminates for purposes of such awards. (i.e.c) For the avoidance of doubt, with you and the period of consultancy being treated as Company hereby acknowledge that the Separation Date is expected to constitute a “continuous servicesseparation from service” for purposes of Section 409A of the Stock OptionsInternal Revenue Code of 1986, as amended, and with the potential for accelerated vesting in connection with a Change regulations promulgated thereunder (“Section 409A”). In furtherance of Control during the Consulting Period,)preceding sentence, Executive shall be paid a per diem amount for his consulting services, and Executive shall be promptly reimbursed for travel, food, lodging and other out-of pocket expenses reasonably incurred by Executive in performing such services, in each case on terms mutually agreed to by the Executive you and the Company’s Chief Executive Officer or Company agree that the Boardlevel of Consulting Services that you will perform after the Separation Date will not exceed the maximum level that is presumed to result in a “separation from service” in accordance with Treasury Regulation Section 1.409A-1(h)(1)(ii). If the Change of Control occurs prior to the end of such 12 month period, then Your status during the Consulting Period shall terminate be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. (d) Provided that you remain employed until the expiration of the Transition Period, or in the event the Company terminates your employment without Cause prior to the expiration of the Transition Period, and in either event subject to your satisfaction of the Release of Claims requirement described in Section 7 below and your compliance with your obligations under Section 5 and Section 6, on the next regular payroll date immediately following the date on which the Release (as defined in Section 7) becomes effective date and irrevocable, the Company shall pay you a lump-sum payment in cash equal to eighteen (18) times the monthly COBRA premium that, as of the Change Separation Date, is charged to COBRA qualified beneficiaries for the same coverage options and levels of Controlmedical, prescription drug, dental and vision coverage that was in effect for you under the Company’s group health plans (medical, prescription drug, dental and vision) immediately prior to the Separation Date. (e) Prior to the commencement of the Consulting Period, you and the Company shall enter into a consulting agreement in the form of the Consulting Agreement attached hereto as Exhibit A.

Consulting Period. In the event thatEffective January 1, during the Employment Term and prior 2009, unless this Agreement has been renewed, Executive shall become a consultant to a Change of Control of the Company (as defined under for the Option Plan), Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Constructive Termination, and at the time of such termination the Company is actively engaged in substantive negotiations (and has conducted more than preliminary due diligence investigations) with respect to a transaction that, if consummated, would result in a Change of Control of the Company, then Executive agrees to continue to serve the Company and its Subsidiaries and Affiliates as a consultant for a period of 12 months following such termination of Executive’s employment and the Employment Term (the “Consulting Period”). In ) beginning on such role, date and ending on December 31 of such year equal to the number of full years Executive will advise the Chief Executive Officer has served as a full-time employee of the Company on such matters as the Chief Executive Officer shall reasonably request (including advising on strategic matters and working with the Chief Executive Officer towards the successful completion of a Change in Control of the Company)after January 1, shall meet with the Board periodically as requested by it, and shall assume such other responsibilities as the Executive and the Company’s Chief Executive Officer or the Board shall mutually agree2002. Executive shall not receive an annual consulting fee of $50,000 and be required to provide such perform 250 hours of consulting services in any Company office or (the “Consulting Services”) per year. The Consulting Services to maintain any specified or minimum office hoursbe provided shall be commensurate with Executive’s training, but background, experience and prior duties with the Company. Executive agrees to make himself reasonably available to the Company in connection with provide such consulting services. As consideration for such consulting services, Executive shall continue to vest in Executive’s then unvested Stock Options in accordance with the normal vesting schedule during the period Consulting Table of continuous service (i.e., with the period of consultancy being treated as “continuous services” for purposes of the Stock Options, and with the potential for accelerated vesting in connection with a Change of Control Contents Services during the Consulting Period,); provided, however, the Company agrees that it shall provide reasonable advance notice to Executive of its expected consulting needs and any request for Consulting Services hereunder shall not unreasonably interfere with Executive’s other business activities and personal affairs, as determined in good faith by Executive. In addition, Executive shall not be paid a per diem amount required to perform any requested Consulting Services which, in Executive’s good faith opinion, would cause Executive to breach any fiduciary duty or contractual obligation Executive may have to another employer. Executive’s travel time shall constitute hours of Consulting Services for his consulting servicespurposes of this Paragraph. The Parties contemplate that, when appropriate, the Consulting Services shall be performed at Executive’s office, residence or at the Company’s executive offices in Houston, Texas and may be performed at such other locations only as they may mutually agree upon. Executive shall be promptly reimbursed for travel, food, lodging all travel and other out-of pocket expenses reasonably incurred by Executive in performing such servicesrendering the Consulting Services. Other than the consulting fee, in each case on terms mutually agreed Executive shall be entitled to no further benefits from the Company. Executive shall not be entitled to engagement hereunder as a consultant if he is no longer employed by the Executive and Company at the Company’s Chief Executive Officer or the Board. If the Change of Control occurs prior to the end of such 12 month period, then time the Consulting Period is to begin, unless Executive has been terminated without Cause. In the event Executive dies or becomes disabled during the Consulting Period, Executive or his legal representative shall terminate immediately following continue to receive the effective date annual consulting fee for the remainder of the Change Consulting Period. The Company’s obligation to retain Executive as a Consultant and to pay the consulting fee hereunder shall immediately terminate if Executive violates the non-competition, non-solicitation or confidentiality provisions of Controlthis Agreement, or if after such non-competition period, Executive competes during the Consulting Period.

Consulting Period. In Commencing at the event that, during the Employment Term and prior to a Change of Control end of the Company Renewal Term, the Executive will become a nonemployee consultant and will provide consulting services to the Corporation on a non-exclusive basis as reasonably requested by the Corporation for a one-year consulting period (as defined the "Consulting Period") ending on March 11, 2006. During the Consulting Period, the Executive will be available, at the election of the Corporation, to provide consulting services commensurate with his position, for approximately 20 hours per week, to accomplish, under the Option Plan)direction of the Chairman of the Board of Directors, Executive’s employment hereunder is terminated a work plan developed by the Company without Cause or by Executive for Constructive Termination, and at the time of such termination the Company is actively engaged in substantive negotiations (and has conducted more than preliminary due diligence investigations) with respect to a transaction that, if consummated, would result in a Change of Control Chairman of the Company, then Executive agrees to continue to serve the Company Board and its Subsidiaries and Affiliates as a consultant for a period of 12 months following such termination of Executive’s employment and the Employment Term (the “Consulting Period”). In such role, Executive will advise the Chief Executive Officer of the Company on such matters as the Chief Executive Officer shall reasonably request (including advising on strategic matters and working with the Chief Executive Officer towards the successful completion of a Change in Control of the Company), shall meet with the Board periodically as requested by it, and shall assume such other responsibilities as the Executive and the Company’s Chief Executive Officer or approved by the Board shall mutually agreeof Directors. Executive shall not be required to provide such consulting services in any Company office or to maintain any specified or minimum office hoursDuring the Consulting Period, but the Corporation agrees to make himself reasonably available to pay the Company in connection with such consulting services. As consideration for such consulting servicesExecutive base compensation of $370,000 per year, Executive shall continue to vest in Executive’s then unvested Stock Options payable in accordance with the normal vesting schedule during the period of continuous service (i.e., with the period of consultancy being treated as “continuous services” for purposes standard payroll procedures of the Stock OptionsCorporation. In addition, and with the potential for accelerated vesting in connection with a Change of Control during the Consulting Period,, the Executive will be eligible for an annual bonus at a target of 50% of his target annual bonus applicable during the Renewal Term (the "Consulting Bonus"). If the Corporation terminates the Executive's consultancy without Cause or due to the Executive's Disability or in the event of the Executive's death during the Consulting Period, the Corporation will pay the Executive the base compensation for the balance for the Consulting Period and the Consulting Bonus at the times such payments would have otherwise been made. The Executive may terminate his consultancy for any reason or no reason effective upon 30 days written notice at any time before or during the Consulting Period, in which case the Executive shall receive a pro rata portion of his base consulting compensation and the Consulting Bonus, each reflecting the portion of the Consulting Period served. During the Consulting Period, the Corporation shall provide the Executive with an on-site office and secretarial support, and while the Executive is performing a consulting assignment for the Corporation, the Corporation shall continue to provide the Executive with travel-related fringe benefits commensurate with those received by the Executive during the Renewal Period while performing similar assignments as a full-time employee (i.e., reimbursement of business expenses and provision of transportation and travel accommodations). The obligation of the Corporation to provide the benefits under Section 8 of this Agreement shall not be affected by the Executive's performance of services for the Corporation during the Consulting Period, and thus, by way of example and not limitation, the Executive shall be paid a per diem amount for his consulting services, and Executive shall be promptly reimbursed for travel, food, lodging and other out-entitled to all of pocket expenses reasonably incurred by Executive in performing such services, in each case on terms mutually agreed to by the Executive and the Company’s Chief Executive Officer or the Board. If the Change of Control occurs prior to benefits at the end of such 12 month periodthe Renewal Term or earlier if the Executive terminates his employment for any reason after the date hereof. Except as set forth herein, then the Executive should not be entitled to any additional compensation or benefits during the Consulting Period shall terminate immediately following Period. During the effective Consulting Period, the provisions of Sections 14 through 22 and this paragraph (f) of this Section 26 will continue to apply to the Corporation and the Executive and, except as otherwise provided herein, no other provisions of this Agreement will continue to be applicable. For purposes of Section 18(b)(3), the date of "termination of employment" shall mean the Change date on which the Executive ceases to perform consulting services for the Corporation during or upon the end of Controlthe Consulting Period. Notwithstanding anything to the contrary herein, this paragraph (f) will be void and of no effect if the Executive's employment is terminated for any reason before the end of the Renewal Period.

Consulting Period. In the event thatProvided that you sign, during the Employment Term and prior to a Change of Control of the Company (as defined under the Option Plan), Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Constructive Terminationdate, and at the time of such termination the Company is actively engaged in substantive negotiations (return this Agreement, and has conducted more than preliminary due diligence investigations) with respect to a transaction thatdo not subsequently revoke it, if consummated, would result in a Change of Control of the Company, then Executive agrees to continue to serve the Company and its Subsidiaries and Affiliates Sonos will retain you as a consultant to Sonos from the Separation Date through May 18, 2025 unless Sonos elects to terminate this consulting period prior to May 18, 2025 for a cause1 by providing written notice to you (the actual period of 12 months following such termination of Executive’s employment and the Employment Term (time you are retained as a consultant, the “Consulting Period”). In such roleDuring the Consulting Period, Executive subject to your reasonable availability and in consideration to your other professional obligations, as applicable, you will advise make yourself available to provide consulting services (the Chief Executive Officer “Services”) within your areas of expertise as requested by Sonos including but not limited to advice on marketing strategy. During the Consulting Period, you will continue to have your Sonos email address and system access. Subject to your reasonable availability and in consideration to your other professional obligations, as applicable, you agree 1 Termination shall be considered for “Cause” if the consultant’s Agreement is terminated for one or more of the Company following reasons: (i) failure to perform the duties and/or responsibilities on such matters as behalf of Sonos, which continues uncured for the Chief Executive Officer shall reasonably request period of ten calendar days following your receipt of written notice from the Company; (including advising on strategic matters and working with ii) misconduct, disloyalty, or deliberate dishonesty to the Chief Executive Officer towards Company; (iii) commission of an act of embezzlement, fraud or deliberate disregard of the successful completion rules or policies of a Change in Control Sonos; (iv) unauthorized disclosure, misappropriation or use of any trade secret or confidential information of the Company), shall meet ; (v) the commission of an act which constitutes material unfair competition with the Board periodically as requested by it, and shall assume such other responsibilities as the Executive Company; (vi) breach of any written agreement between you and the Company’s Chief Executive Officer or , including the Board shall mutually agreeAt-Will Employment, Confidential Information, and Invention Assignment Agreement and Arbitration Agreement. Executive shall not be required to make yourself available to provide such consulting services in any Company office or to maintain any specified or minimum office hoursServices throughout the Consulting Period. During the Consulting Period, but agrees to make himself reasonably available to the Company in connection with such consulting services. As consideration for such consulting services, Executive shall your Stock Awards will continue to vest in Executive’s then unvested Stock Options pursuant to their normal vesting schedules. You acknowledge and agree that after your Separation Date and during the Consulting Period, your relationship with Sonos will be that of an independent contractor and not that of an employee. You also acknowledge and agree that any incentive stock options that you hold will cease to be incentive stock options and will become non-statutory stock options on the three-month anniversary of your Separation Date. During the Consulting Period, you will not be eligible for any Company employee benefits, except pursuant to COBRA or pursuant to any benefit plans applicable to former executive officers of Sonos for which you are eligible in accordance with the normal vesting schedule during the period of continuous service (i.e., with the period of consultancy being treated as “continuous services” for purposes of the Stock Options, and with the potential for accelerated vesting in connection with a Change of Control during the Consulting Period,), Executive shall be paid a per diem amount for his consulting services, and Executive shall be promptly reimbursed for travel, food, lodging and other out-of pocket expenses reasonably incurred by Executive in performing such services, in each case on terms mutually agreed to by the Executive and the Company’s Chief Executive Officer or the Board. If the Change of Control occurs prior to the end of such 12 month period, then the Consulting Period shall terminate immediately following the effective date of the Change of Controlplans.

Consulting Period. In the event that, during the Employment Term and Nothing obligates Company to use Employee’s services except as it may elect to do so. Any time prior to a Change the Notice of Control of the Non-Renewal Period, Company (as defined under the Option Plan)may elect, Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Constructive Terminationin its sole discretion, and at the time of such termination the Company is actively engaged in substantive negotiations (and has conducted more than preliminary due diligence investigations) with respect to a transaction that, if consummated, would result place Employee in a Change of Control of the Company, then Executive agrees to continue to serve the Company and its Subsidiaries and Affiliates as a consultant consulting status for a period of 12 eighteen (18) months following such termination of Executive’s employment and the Employment Term (the “Consulting Period”), which is coextensive with and may extend the Employment Period, after which the Employment Period shall end. In such role, Executive will advise the Chief Executive Officer Company shall have fully discharged its obligations hereunder by (i) payment to Employee of the Company on such matters as Base Salary for the Chief Executive Officer shall reasonably request Consulting Period, (including advising on strategic matters and working with the Chief Executive Officer towards the successful completion of a Change in Control ii) payment to Employee of the Company)Pro Rata Bonus based upon performance as of the date on which Employee is placed in a consulting status as related to overall performance at the end of the calendar year, provided, however, that Employee shall meet with receive such Pro-Rata Bonus only if Employee would have earned the Board periodically bonus had Employee remained in his prior (non-consulting) status through the end of the applicable calendar year; (iii) payment to Employee of the Target Bonus for the year in which the Employee was placed in consulting status in a lump sum on the last day of the Consulting Period; (iv) payment to Employee of the COBRA Payment in a lump sum within thirty (30) days following the commencement of the Consulting Period, (v) continuing the vesting period of any Time Vesting Options for twelve (12) months only following the commencement of the Consulting Period; and (vi) continuing the vesting period of the Performance Vesting Options for three (3) months only following the commencement of the Consulting Period. While Company retains the exclusive right to Employee’s services during the Consulting Period and Employee shall perform duties as requested by it, and shall assume such other responsibilities as the Executive and the directed in Company’s Chief Executive Officer discretion, Company shall limit its requests for services to allow Employee the ability to accept and perform non-competitive services if Employee so chooses. Notwithstanding Section 3(f) above, Employee’s participation in Company’s benefit plans may change or the Board shall mutually agreebe terminated in accordance with Company’s applicable benefit plans. Executive During any Consulting Period, any vacation benefits, long term incentive awards or options shall not be required to provide such consulting services in any Company office or to maintain any specified or minimum office hours, but agrees to make himself reasonably available to the Company in connection with such consulting services. As consideration for such consulting services, Executive shall continue to vest or accrue except as specifically provided for herein. This Section does not supersede the termination provisions set forth in Executive’s then unvested Stock Options Section 8 (a), (b) or (c) (for cause) of this Agreement. Placement of Employee in accordance with the normal vesting schedule during the period of continuous service (i.e.a consulting capacity shall not trigger Good Reason by Employee under Section 8(d). If Company elects to place Employee in a Consulting Period, with the period of consultancy being treated as “continuous services” for purposes of the Stock OptionsEmployee is not entitled to any payments under Section 9(d), and with the potential for accelerated vesting in connection with a Change of Control during the Consulting Period,)Sections 5, Executive 6 and 7 shall be paid a per diem amount for his consulting services, and Executive shall be promptly reimbursed for travel, food, lodging and other out-of pocket expenses reasonably incurred by Executive in performing such services, in each case on terms mutually agreed to by the Executive and the Company’s Chief Executive Officer or the Board. If the Change of Control occurs prior to not apply following the end of such 12 month period, then the Consulting Period shall terminate immediately following the effective date of the Change of ControlEmployment Period.

Consulting Period. In the event that(i) Subject to my continued compliance with my obligations under this Agreement, during the Employment Term and prior to a Change of Control in consideration of the Company covenants set forth herein and the waiver and release set forth below, including the reaffirmation of such release at the conclusion of the Consulting Period (as defined under below) by signing Schedule A (the Option Plan“Reaffirmation”), Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Constructive Termination, and at the time of such termination the Company is actively I will be engaged in substantive negotiations (and has conducted more than preliminary due diligence investigations) with respect to a transaction that, if consummated, would result in a Change of Control of the Company, then Executive agrees to continue to serve the Company and its Subsidiaries and Affiliates as a consultant to SLM for a period of 12 months beginning the day immediately following such termination of Executive’s employment the Effective Date and ending on December 31, 2020 (the “Consulting End Date,” and the Employment Term (period between the Effective Date and the Consulting End Date, the “Consulting Period”), unless otherwise terminated by either me or SLM upon thirty (30) days’ written notice. In My services hereunder during the Consulting Period will consist of such roleconsulting and advisory services, Executive will advise and shall be provided at such times as may be requested from time to time by the Board, the Chief Executive Officer or any other executive officer of SLM; provided, however, that such services shall not be required for more than an average of twenty (20) hours per month. During the Company on Consulting Period, I may perform such matters duties and responsibilities as may be required by the Board, the Chief Executive Officer shall reasonably request (including advising or any other executive officer of SLM as a consultant from any location within the United States; provided that, in the event any such travel is required on strategic matters and working with behalf of SLM or the Bank, as requested by the Board or the Chief Executive Officer towards the successful completion and upon providing me with reasonable notice of a Change in Control of the Company)such request, SLM shall meet with the Board periodically as requested by it, reimburse me for any reasonable travel and shall assume such other responsibilities as the Executive and the Company’s Chief Executive Officer or the Board shall mutually agree. Executive shall not be required to provide such consulting services in any Company office or to maintain any specified or minimum office hours, but agrees to make himself reasonably available to the Company lodging expenses in connection with such consulting servicesmy travel. As consideration for such consulting servicesDuring the Consulting Period, Executive shall continue to vest in Executive’s then unvested Stock Options in accordance with the normal vesting schedule during the period of continuous service (i.e., with the period of consultancy being I will not be treated as “continuous services” an employee of SLM or any of its subsidiaries or affiliates for any purposes, including, without limitation, for purposes of the Stock Optionsany past, present or future employee benefit plan, program or arrangement of SLM or any of its subsidiaries or affiliates, and with the potential for accelerated vesting I will not have any authority to bind SLM or any of its subsidiaries or affiliates in connection with a Change of Control any way. My services hereunder during the Consulting Period,), Executive shall if any, will be performed in the capacity of an independent contractor. Following the Consulting End Date, SLM will provide me with a Form 1099 reflecting any amounts earned as a consultant. (ii) In connection with my services as a consultant during the Consulting Period, SLM will pay me an aggregate consulting fee of $465,000, with such amount to be paid a per diem amount for his consulting servicesin equal monthly installments from July 1, 2020 through December 31, 2020, to be paid in arrears (the “Consulting Fees”); provided that the payment of the final monthly Consulting Fee will be contingent on my executing and Executive shall be promptly reimbursed for travel, food, lodging and other out-of pocket expenses reasonably incurred by Executive in performing such services, in each case on terms mutually agreed to by not revoking the Executive and the Company’s Chief Executive Officer or the Board. If the Change of Control occurs prior to Reaffirmation at the end of such 12 month period, then the Consulting Period shall terminate immediately following the effective date of the Change of ControlPeriod.

Consulting Period. In The Consulting Arrangement will begin on January 1, 2019, and will initially run through December 31, 2021 (the event that, during the Employment Term “Initial Consulting Period”) and shall automatically renew for additional one year periods (each a “Successive Consulting Period”) unless otherwise terminated by either party at least 45 days prior to a Change of Control the end of the Company Initial Consulting Period or any Successive Consulting Period, as applicable (as defined under the Option Plan), Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Constructive Termination, and at the time of such termination the Company is actively engaged in substantive negotiations (and has conducted more than preliminary due diligence investigations) with respect to each a transaction that, if consummated, would result in a Change of Control of the Company, then Executive agrees to continue to serve the Company and its Subsidiaries and Affiliates as a consultant for a period of 12 months following such termination of Executive’s employment and the Employment Term (the “Consulting Period”). In such role, Executive Duties during the Consulting Period: During the Consulting Period you will advise the Chief Executive Officer of the Company on such matters as the Chief Executive Officer shall reasonably request (including advising on strategic matters and working with the Chief Executive Officer towards the successful completion of a Change in Control of the Company), shall meet with the Board periodically as requested by it, and shall assume such other responsibilities as the Executive and the Company’s Chief Executive Officer or the Board shall mutually agree. Executive shall not be required to provide such consulting services in any Company office or to maintain any specified or minimum office hours, but agrees to make himself yourself reasonably available to the Company, to advise, counsel, assist and represent the Company as requested, providing advance notice of any dates you may be unavailable (e.g. vacation dates). Compensation during Consulting Period: An annual retainer fee of $150,000 will be paid to you promptly in connection with such consulting services. As consideration for such consulting servicesfour equal quarterly installments, Executive shall continue to vest in Executive’s then unvested Stock Options in accordance with the normal vesting schedule on or after January 1, April 1, July 1 and October 1, during the period of continuous service (i.e.Initial Consultancy Period and each Successive Consultancy Period, with the period of consultancy being treated as “continuous services” for purposes of the Stock Options, and with the potential for accelerated vesting in connection with a Change of Control applicable. Benefits during Consulting Period: There will be no benefits provided during the Consulting Period,). Termination for Cause: During the Transition Period and the Consulting Period, as applicable, the Company may by action of the Executive Chairman or Board of Directors elect to terminate the Company’s obligations under this Letter Agreement for “Cause.” Termination for Cause shall be paid a per diem amount for his consulting servicesmade upon 30 days’ written notice, and Executive upon expiration of the 30-day notice period, all obligations of the Company to you shall cease, though monies owed and benefits due through the expiration of the 30-day notice period will be promptly reimbursed paid and provided. Cause is defined as (i) continued and deliberate neglect by you, after receipt of notice thereof, of your duties as specified herein, as the case may be, other than as a result of a physical or mental disability; (ii) conduct by you which may result in material injury to the reputation of the Company, including by way of example but not limitation, commission of a felony, bankruptcy, insolvency or general assignment for travelthe benefit of creditors; (iii) active disloyalty such as aiding a competitor, foodincluding but not limited to, lodging violating the non-compete and other outnon-solicit obligations set forth below; and (iv) your breach of pocket expenses reasonably incurred by Executive in performing such servicesconfidentiality or trade secret obligations owing to the Company as described below. F. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Non-Compete and Non-Solicit: As consideration for and to induce you to enter into this Letter Agreement, in each case on terms you agree that during the Transition Period and for a period of twelve months thereafter, unless otherwise mutually agreed to in writing by the Executive and parties, you may not (i) directly or indirectly serve in an executive or sales position for an entity that competes with the Company’s Chief Executive Officer Company or the Board. If the Change of Control occurs prior to the end of such 12 month periodits subsidiaries or (ii) solicit or hire for employment, then the Consulting Period shall terminate immediately following the effective date directly or indirectly, employees of the Change of Control.Company or its subsidiaries. Confidentiality and Trade Secret Obligations: As consideration for and to induce you to enter into this Letter Agreement, you agree that:

Consulting Period. In the event thata) Provided that Employee’s employment is not terminated for Cause, during the Employment Term and Employee does not resign employment with First Interstate without Good Reason prior to a Change of Control the Specified Separation Date nor is Employee’s employment terminated due to death or Disability prior to the Specified Separation Date, from and following the Separation Date through the first anniversary of the Company Separation Date (or such earlier date as defined under determined pursuant to this Section 3) (such applicable date, the Option Plan)“Consulting Period End Date,” and such period between the Separation Date through the Consulting Period End Date, Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Constructive Termination, and at the time of such termination the Company is actively engaged in substantive negotiations (and has conducted more than preliminary due diligence investigations) with respect to a transaction that, if consummated, would result in a Change of Control of the Company, then Executive agrees to continue to serve the Company and its Subsidiaries and Affiliates as a consultant for a period of 12 months following such termination of Executive’s employment and the Employment Term (the “Consulting Period”). In such role, Executive will advise the Chief Executive Officer of the Company on such matters Employee shall serve as the Chief Executive Officer shall reasonably request (including advising on strategic matters and working with the Chief Executive Officer towards the successful completion of a Change in Control of the Company), shall meet with the Board periodically as requested by it, and shall assume such other responsibilities as the Executive and the Company’s Chief Executive Officer or the Board shall mutually agree. Executive shall not be required to provide such consulting services in any Company office or to maintain any specified or minimum office hours, but agrees to make himself reasonably available non-employee consultant to the Company in connection providing such transition and advisory services to the Company, as may be reasonably requested by the Company from time to time during the Consulting Period (the “Services”). During the Consulting Period, Employee shall receive a cash consulting fee of $70,833 per month (the “Consulting Fee”), with such consulting services. As consideration Consulting Fee to be prorated for such consulting services, Executive shall continue to vest in Executive’s then unvested Stock Options in accordance with the normal vesting schedule during the period of continuous service (i.e., with the period of consultancy being treated as “continuous services” for purposes of the Stock Options, and with the potential for accelerated vesting in connection with a Change of Control any partial months during the Consulting Period,). As a condition to receiving the Consulting Fee and any other benefits relating to his services as a consultant, Executive shall Employee must execute and not revoke the Reaffirmation. b) The Consulting Period may be paid a per diem amount for his consulting services, and Executive shall be promptly reimbursed for travel, food, lodging and other out-of pocket expenses reasonably incurred terminated by Executive in performing such services, in each case on terms mutually agreed to by the Executive and the Company’s Chief Executive Officer or the Board. If the Change of Control occurs Employee prior to the end of such 12 month periodConsulting Period End Date upon 30 days prior written notice to the Company. Employee agrees and acknowledges that, then subject to the exceptions set forth in Section 8 (Whistleblower Protections) and Section 9 (Defend Trade Secrets Act), Employee shall not use or disclose any Confidential Information (as defined in the Employment Agreement) made available to Employee or to which Employee has access to during the Consulting Period. The Consulting Period may be terminated by the Company prior to the Consulting Period shall terminate immediately following End Date upon 30 days prior written notice to Employee; provided, that in the effective date event that the Consulting Period is terminated by the Company prior to the Consulting Period End Date without Cause, the Company shall, subject to Employee’s execution and non-revocation of the Change Reaffirmation, continue to pay the Consulting Fee through the first anniversary of Controlthe Separation Date. c) It is understood and agreed that Employee shall perform the Services as an independent contractor, and this Agreement is not intended by the parties to establish an employment relationship. Employee may not, at any time, act as a representative for or on behalf of the Company or its affiliates for any purpose or transaction, and may not bind or otherwise obligate the Company or its affiliates in any manner whatsoever without obtaining the prior written approval of the Company therefor. Employee shall be solely responsible for the payment of any federal, state or local income, withholding or payroll taxes owed by Employee solely due to the receipt of compensation for providing services as a consultant under this Agreement, and shall indemnify, defend and hold harmless the Company and its affiliates, officers, directors, employees, agents, successors and assigns from any claims, assessments or liabilities from a taxing authority relating to any such taxes. In his capacity as a consultant, Employee shall not be entitled to participate in any employee benefit plans of the Company or any of its affiliates (provided that Employee may participate in the benefit plans of the Company and its affiliates in his status as a former employee of the Company where applicable).

Consulting Period. In the event that(i) Subject to my continued compliance with my obligations under this Agreement, during the Employment Term and prior to a Change of Control in consideration of the Company covenants set forth herein and the waiver and release set forth below, including the reaffirmation of such release at the conclusion of the Consulting Period (as defined under below) by signing Schedule A (the Option Plan“Reaffirmation”), Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Constructive Termination, and at the time of such termination the Company is actively I will be engaged in substantive negotiations (and has conducted more than preliminary due diligence investigations) with respect to a transaction that, if consummated, would result in a Change of Control of the Company, then Executive agrees to continue to serve the Company and its Subsidiaries and Affiliates as a consultant to SLM for a period of 12 months beginning the day immediately following such termination of Executive’s employment the Effective Date and ending on December 31, 2021 (the “Consulting End Date,” and the Employment Term (period between the Effective Date and the Consulting End Date, the “Consulting Period”), unless otherwise terminated by either me or SLM upon thirty (30) days’ written notice. In My services hereunder during the Consulting Period will consist of such roleconsulting and advisory services, Executive will advise and shall be provided at such times as may be requested from time to time by the Board of Directors of SLM (the “Board”), the Chief Executive Officer (“CEO”) or any other executive officer of the Company on SLM; provided, however, that such matters as the Chief Executive Officer shall reasonably request (including advising on strategic matters and working with the Chief Executive Officer towards the successful completion of a Change in Control of the Company), shall meet with the Board periodically as requested by it, and shall assume such other responsibilities as the Executive and the Company’s Chief Executive Officer or the Board shall mutually agree. Executive services shall not be required to provide for more than an average of twenty (20) hours per month. During the Consulting Period, I may perform such consulting services duties and responsibilities as may be required by the Board, the CEO or any other executive officer of SLM as a consultant from any location within the United States; provided that, in the event any Company office such travel is required on behalf of SLM or to maintain the Bank, as requested by the Board, the CEO or any specified or minimum office hoursother executive officer of SLM, but agrees to make himself reasonably available to the Company SLM shall reimburse me for any reasonable travel and lodging expenses in connection with such consulting servicesmy travel. As consideration for such consulting servicesDuring the Consulting Period, Executive shall continue to vest in Executive’s then unvested Stock Options in accordance with the normal vesting schedule during the period of continuous service (i.e., with the period of consultancy being I will not be treated as “continuous services” an employee of SLM or any of its subsidiaries or affiliates for any purposes, including, without limitation, for purposes of the Stock Optionsany past, present or future employee benefit plan, program or arrangement of SLM or any of its subsidiaries or affiliates, and with the potential for accelerated vesting I will not have any authority to bind SLM or any of its subsidiaries or affiliates in connection with a Change of Control any way. My services hereunder during the Consulting Period,), Executive shall if any, will be performed in the capacity of an independent contractor. (ii) In connection with my services as a consultant during the Consulting Period, SLM will pay me an aggregate consulting fee of $225,000, with such amount to be paid a per diem amount for his consulting servicesin equal monthly installments from January 1, 2021 through December 31, 2021, to be paid in arrears (the “Consulting Fees”); provided that the payment of the final monthly Consulting Fee will be contingent on my executing and Executive shall be promptly reimbursed for travel, food, lodging and other out-of pocket expenses reasonably incurred by Executive in performing such services, in each case on terms mutually agreed to by not revoking the Executive and the Company’s Chief Executive Officer or the Board. If the Change of Control occurs prior to Reaffirmation at the end of such 12 month period, then the Consulting Period shall terminate immediately following the effective date of the Change of ControlPeriod.

Consulting Period. In During the event thatperiod beginning on October 1, during the Employment Term 2015 and prior to a Change of Control of the Company ending on March 31, 2016 (or such later date as defined under the Option Plan), Executive’s employment hereunder is terminated by the Company without Cause or mutually agreed by Executive for Constructive Termination, and at the time of such termination the Company is actively engaged in substantive negotiations (and has conducted more than preliminary due diligence investigationsMatinas) with respect to a transaction that, if consummated, would result in a Change of Control of the Company, then Executive agrees to continue to serve the Company and its Subsidiaries and Affiliates as a consultant for a period of 12 months following such termination of Executive’s employment and the Employment Term (the “Consulting Period”), Executive shall make himself available to Matinas at mutually convenient times to consult with respect to business issues and other matters as Matinas may reasonably request. The parties expect that Executive’s duties during the Consulting Period will include consulting on the matters set forth on Exhibit A. The parties anticipate that Executive will provide consulting services to Matinas for an average of 10 – 15 hours per week during the Consulting Period. In such role, Executive will advise the Chief Executive Officer of the Company on such matters as the Chief Executive Officer shall reasonably request (including advising on strategic matters and working with the Chief Executive Officer towards the successful completion of a Change in Control of the Company), shall meet with the Board periodically as requested by it, and shall assume such other responsibilities as the Executive and the Company’s Chief Executive Officer or the Board shall mutually agree. Executive shall not be required to provide such consulting services in any Company office or to maintain any specified or minimum office hours, but agrees to make himself reasonably available to the Company in connection with such consulting services. As consideration for all such consulting services, Matinas shall pay to Executive a monthly fee of $8,250, payable at the beginning of each month. Matinas shall reimburse Executive for approved and reasonable customary expenses related to the performance of the consulting services, including, but not limited to, travel expenses, hotel accommodations, transportation and meals. Executive shall submit monthly invoices for his expenses to Matinas electronically to a▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, with copies to the CEO, and Matinas shall pay undisputed invoices within ten (10) days of receipt. For avoidance of doubt, Executive’s outstanding stock options under the Matinas BioPharma Holdings, Inc. 2013 Equity Compensation Plan, as amended and restated (the “Plan”) shall continue to vest in Executive’s then unvested Stock Options in accordance with the normal vesting schedule during the period of continuous service (i.e., with the period of consultancy being treated as “continuous services” for purposes of the Stock Options, and with the potential for accelerated vesting in connection with a Change of Control their terms during the Consulting Period,. Executive and Matinas agree that in furnishing services during the Consulting Period, Executive will be acting as an independent contractor and that, accordingly, Executive will have no authority to act on behalf of Matinas or bind Matinas without Matinas’s express consent. During the Consulting Period, Executive will not be considered to have employee status for federal or state tax purposes, for purposes of employee benefit plans or other benefits applicable to Matinas’s employees generally or for any other purposes. During the Consulting Period, Matinas shall not pay any contributions to Social Security, unemployment insurance, federal or state withholding taxes, or, except as specifically provided in Section 6(c), Executive shall provide any other contributions or benefits which might be paid a per diem amount for his consulting servicesexpected in an employer-employee relationship, and Executive expressly waives any right to such participation or coverage. Executive agrees that Executive shall be promptly reimbursed for travelmake such contributions and pay applicable taxes, foodand hereby agrees to indemnify and hold harmless the Released Parties from and against any costs, lodging and other out-of pocket expenses reasonably incurred by Executive in performing such servicesfees, in each case on terms mutually agreed to by the Executive and the Company’s Chief Executive Officer damages or the Board. If the Change of Control occurs prior to the end of such 12 month period, then the Consulting Period shall terminate immediately following the effective date penalties assessed against any of the Change Released Parties by virtue of ControlExecutive’s failure to make such contributions or payments.

Consulting Period. In the event that, during the Employment Term and prior to a Change of Control of the Company (as defined under the Option Plan), Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Constructive Termination, and at the time of such termination the Company is actively engaged in substantive negotiations (and has conducted more than preliminary due diligence investigations) with respect to a transaction that, if consummated, would result in a Change of Control of the Company, then Executive agrees to continue to serve the Company and its Subsidiaries and Affiliates remain as a consultant for a period of 12 months following such termination of Executive’s employment and to the Employment Term Company through September 30, 2011 (the “Consulting Period”). In such roleDuring the Consulting Period, Executive will advise Executive’s duties shall include (i) assisting the interim Chief Executive Officer of the Company on such matters as the and any successor Chief Executive Officer shall reasonably request in discharging their duties for the Company and (including advising on strategic matters and working with ii) assisting the interim Chief Executive Officer towards and/or the successful completion Compensation Committee of a Change the Board in Control evaluating individual executive performance for the purpose of establishing any bonus payouts for the second half of the Company)’s fiscal year ending on the Termination Date. During the Consulting Period, Executive shall meet with provide services as a consultant at a rate of less than 20% of the Board periodically as requested by itrate of services he performed during the three years prior to the Termination Date, thus at less than 20% of full time. The Company shall pay Executive at his current rate of base salary ($30,000 a month) for his services during the Consulting Period, provided, however that to avoid potentially adverse taxation under Internal Revenue Code Section 409A, such payment shall be delayed until and paid in full arrears on January 1, 2012. Moreover, the Company shall assume such other responsibilities as the directly pay Executive and his covered dependents’ premiums for COBRA during the Company’s Chief Executive Officer or the Board shall mutually agree. Executive shall not be required to provide such consulting services in any Company office or to maintain any specified or minimum office hoursConsulting Period, but agrees to make himself reasonably available and, subject to the effectiveness of the Release (as defined below) continue paying such COBRA premiums through December 31, 2011 subject to Executive timely electing COBRA continuation. The Company also shall reimburse Executive for any business expenses, preapproved by the Chairman of the Audit Committee incurred in connection with such his consulting services. As consideration work for such consulting services, Executive shall continue to vest in Executive’s then unvested Stock Options the Company in accordance with the normal vesting schedule during the period Company’s policy on reimbursement of continuous service (i.e., with the period of consultancy being treated as “continuous services” for purposes of the Stock Options, employee business expenses. During and with the potential for accelerated vesting in connection with a Change of Control during after the Consulting Period,), the Executive shall be paid a per diem amount for permitted to retain as his consulting servicesown personal property his Company laptop computer (once it has been cleaned of any files relating to Company business) and his Company cellphone (on the condition that billing is transferred to Executive effective July 1, and Executive shall be promptly reimbursed for travel, food, lodging and other out-of pocket expenses reasonably incurred by Executive in performing such services, in each case on terms mutually agreed to by the Executive and the Company’s Chief Executive Officer or the Board2011. If the Change of Control occurs Company terminates the consultant relationship other than for Cause (as such term is defined in the Letter Agreement, with references to employment replaced by references to consultancy) prior to the end of such 12 month periodthe Consulting Period, then it shall remain obligated to pay Executive’s current base rate of salary through the end of the Consulting Period shall terminate immediately following (subject to the effective date of the Change of Controldelayed payment until January 1, 2012, as noted earlier).

Consulting Period. In Provided that you satisfy the release requirement set forth in Section 8, in the event thatof a Qualifying Termination, during the Employment Term and prior to a Change of Control of the Company (as defined under the Option Plan), Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Constructive Termination, and at the time of such termination the Company is actively engaged in substantive negotiations (and has conducted more than preliminary due diligence investigations) with respect to a transaction that, if consummated, would result in a Change of Control of the Company, then Executive agrees to continue to serve the Company and its Subsidiaries and Affiliates will retain you as a consultant to the Company from the date of your Qualifying Termination through the one-year anniversary of such date unless the Company elects to terminate this consulting period prior to the end of such period for a any reason by providing written notice to you (the actual period of 12 months following such termination of Executive’s employment and the Employment Term (time you are retained as a consultant, the “Consulting Period”). In such roleDuring the Consulting Period, Executive subject to your reasonable availability, you will advise make yourself available to provide consulting services (the Chief Executive Officer “Services”) within your areas of expertise as requested by the Company. Subject to your reasonable availability by phone and email, you agree to make yourself available to provide Services throughout the Consulting Period for up to, but not exceeding, 10 hours per month. During the Consulting Period, you will be free to pursue other employment or consulting engagements with third parties, provided that you will not induce or attempt to induce any employee of any member of the Company on such matters as Group to leave the Chief Executive Officer shall reasonably request (including advising on strategic matters and working with the Chief Executive Officer towards the successful completion of a Change in Control employment of the Company)Company Group. Notwithstanding the foregoing, shall meet with the Board periodically as requested by it, and shall assume such other responsibilities as the Executive and the Company’s Chief Executive Officer or the Board shall mutually agree. Executive shall not be required to provide such consulting services in any Company office or to maintain any specified or minimum office hours, but agrees to make himself reasonably available to the Company in connection with such consulting services. As consideration for such consulting services, Executive shall continue to vest in Executive’s then unvested Stock Options in accordance with the normal vesting schedule during the period of continuous service (i.e., with the period of consultancy being treated as “continuous services” for purposes of this Employment Agreement, the Stock Options, placement of general advertisements that may be targeted to a particular geographic or technical area but that are not specifically targeted toward employees of the Company or its successors and with the potential for accelerated vesting in connection with assigns will not be deemed to be a Change breach of Control this Section 9. You acknowledge and agree that after your Qualifying Termination and during the Consulting Period,), Executive shall your relationship with the Company will be paid a per diem amount that of an independent contractor and not that of an employee. During the Consulting Period, you will not be eligible for his consulting servicesany Company employee benefits, and Executive shall be promptly reimbursed for travel, food, lodging and other out-except pursuant to COBRA or otherwise pursuant to the terms of pocket expenses reasonably incurred by Executive in performing such services, in each case on terms mutually agreed to by the Executive and the Company’s Chief Executive Officer or benefit plans applicable to all former employees of the BoardCompany. If you voluntarily choose to terminate the Consulting Period before the one-year anniversary of your Qualifying Termination, upon the termination of the Consulting Period, you will immediately forfeit any Consulting Benefits that have not been paid to you. If the Change of Control occurs Company terminates the Consulting Period prior to the end one-year anniversary of such 12 month periodyour Qualifying Termination for any reason other than Cause, then the you will still be entitled to receive such Consulting Period shall terminate immediately following the effective date of the Change of ControlBenefits.

Consulting Period. In (a) Solely to the event that, during extent that Executive remains employed by the Employment Term Company through the Transition Date and prior subject to Executive executing and not revoking a Change standard release of Control claims in favor of the Company (as defined under in the Option Plan), Executive’s employment hereunder is terminated form customarily used by the Company without Cause or by Executive for Constructive Termination, and at the time of such termination the Company is actively engaged in substantive negotiations (and has conducted more than preliminary due diligence investigations) with respect to a transaction that, if consummated, would result in a Change of Control of the Company, then Executive agrees to continue to serve then, effective as of the Company day immediately following the Transition Date and its Subsidiaries and Affiliates as a consultant for a period through the 24-month anniversary of 12 months following the Transition Date (such termination of Executive’s employment and the Employment Term (period, the “Consulting Period” and, such date, the “Consulting Period Termination Date”). In such role, Executive will advise shall (either individually or through a limited liability company) be an independent contractor to the Company and serve as a Company Advisor, reporting to the Chief Executive Officer of the Company on and, in such matters as the Chief Executive Officer shall reasonably request (including advising on strategic matters and working with the Chief Executive Officer towards the successful completion of a Change in Control of the Company)capacity, shall meet with the Board periodically provide advisory services as reasonably requested by it, and shall assume such other responsibilities as the Executive and the Company’s Chief Executive Officer and/or the Board of Directors of the Company (the “Board”) from time to time (the “Consulting Services”). During the Consulting Period, no director, executive officer, or employee of the Company shall have the authority to, nor shall it, supervise, direct or control the manner, means, details or methods utilized by Executive to perform the Consulting Services or the Board shall mutually agreelocation where Executive performs the Consulting Services. In exchange for the Retainer Fees (as defined below), Executive shall not be required agrees to provide such consulting Consulting Services at mutually agreed upon times consistent with Executive’s other business commitments for up to 40 hours per month, which represents less than twenty percent (20%) of the average level of services in any Company office or to maintain any specified or minimum office hours, but agrees to make himself reasonably available rendered by Executive to the Company in connection with such consulting services. As consideration for such consulting services, Executive shall continue to vest in Executive’s then unvested Stock Options in accordance with the normal vesting schedule during the period thirty-six (36) months immediately preceding the Transition Date; provided that Executive agrees to be available to provide services at 100% of continuous service (i.e., with his level of services immediately prior to the period of consultancy being treated Transition Date for the first 30 days following the Transition Date as “continuous services” for purposes of the Stock Options, and with the potential for accelerated vesting in connection with a Change of Control during the Consulting Period,), Executive shall be paid a per diem amount for his consulting services, and Executive shall be promptly reimbursed for travel, food, lodging and other out-of pocket expenses reasonably incurred requested by Executive in performing such services, in each case on terms mutually agreed to by the Executive and the Company’s Chief Executive Officer or and/or the Board. If During the Change Consulting Period, the parties agree that nothing in this Agreement prevents Executive from performing services for other entities; provided that such services do not materially impair executive’s ability to perform the consulting services or conflict with Executive’s obligations under Section 6 of Control occurs the Employment Agreement to the extent such obligations continue during the Consulting Period. (b) Notwithstanding anything to the contrary herein, the Consulting Period may be terminated prior to the end Consulting Period Termination Date by either Party at any time; provided that, if prior to the first anniversary of such 12 month periodthe Transition Date, (i) the Company terminates the Consulting Services without “Cause” (as defined below) or (ii) the Consulting Services are terminated due to Executive’s death or because Executive is unable to perform the Consulting Services during the Consulting Period for a period of either (A) 120 consecutive days or (B) 6 months, in the aggregate, due to physical or mental incapacity or impairment, then the Company shall pay Executive all unpaid Retainer Fees for the remainder of the initial Consulting Period shall terminate immediately following ending on the effective date 24-month anniversary of the Change Transition Date payable on the date they would have been paid absent termination of Controlservice. The Parties may renew this Agreement with respect to the Consulting Services and extend the Consulting Period for additional periods upon mutual agreement of the Parties. (c) For purposes of the Consulting Period, “Cause” shall mean (i) Executive’s failure or refusal to perform Executive’s consulting duties under this Agreement (other than as a result of total or partial incapacity due to physical or mental illness or death); (ii) any act by or omission of Executive constituting gross negligence or willful misconduct in connection with the performance of Executive’s consulting duties that materially injures the reputation, business or business relationships of the Company or any of its affiliates; (iii) perpetration of an intentional and knowing fraud against or affecting the Company or any of its affiliates or any customer, client, agent, or employee thereof; (iv) the commission by or indictment of Executive for (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud (“indictment,” for these purposes, meaning a United States-based indictment, probable cause hearing or any other procedure pursuant to which an initial determination of probable or reasonable cause with respect to such offense is made); (v) the breach of a covenant set forth in Section 4, herein, or Section 6 of the Employment Agreement to the extent such obligations continue post-employment; or (vi) any other material breach of the Employment Agreement to the extent such obligations continue post-employment or this Agreement; provided that a termination of services for Cause by the Company based on any of the events described in clauses (vi) shall only be effective on 15 days advance written notification, providing Executive the opportunity to cure, if reasonably capable of cure within said 15-day period; provided, however, that no such notification is required if the Cause event is not reasonably capable of cure or the Board determines that its fiduciary obligation requires it to effect a termination of Executive for Cause immediately.

Consulting Period. In During the event thatConsulting Period, during the Employment Term and prior to a Change of Control of the Company (as defined under the Option Plan), Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Constructive Termination, and at the time of such termination the Company is actively engaged in substantive negotiations (and has conducted more than preliminary due diligence investigations) with respect to a transaction that, if consummated, would result in a Change of Control of the Company, then Executive Corporation agrees to continue to serve the Company and its Subsidiaries and Affiliates as a consultant for a period of 12 months following such termination of Executive’s employment and the Employment Term (the “Consulting Period”). In such role, Executive will advise the Chief Executive Officer of the Company on such matters as the Chief Executive Officer shall reasonably request (including advising on strategic matters and working with the Chief Executive Officer towards the successful completion of a Change in Control of the Company), shall meet with the Board periodically as requested by it, and shall assume such other responsibilities as pay the Executive and the Company’s Chief Executive Officer or the Board shall mutually agree. Executive shall not be required to provide such consulting services in any Company office or to maintain any specified or minimum office hoursbase compensation of $660,000 per year, but agrees to make himself reasonably available to the Company in connection with such consulting services. As consideration for such consulting services, Executive shall continue to vest in Executive’s then unvested Stock Options payable in accordance with the normal vesting schedule during the period of continuous service (i.e., with the period of consultancy being treated as “continuous services” for purposes standard payroll procedures of the Stock OptionsCorporation. In addition, and with for the potential first year of the Consulting Period, the Executive will be eligible for accelerated vesting an annual bonus at a target of 50% of his target annual bonus for the last year of the Renewal Period (the "Consulting Bonus"). If the Corporation terminates the Executive's consultancy without Cause or due to the Executive's Disability or in connection with a Change the event of Control the Executive's death during the Consulting Period,, the Corporation will pay the Executive the base compensation for the balance for the Consulting Period and the Consulting Bonus at the times such payments would have otherwise been made. During the Consulting Period, the Corporation shall provide the Executive with an on-site office and secretarial support, and while the Executive is performing a consulting assignment for the Corporation, the Corporation shall continue to provide the Executive with travel-related fringe benefits commensurate with those received by the Executive during the Renewal Period while performing similar assignments as a full-time employee (i.e., reimbursement of business expenses and provision of transportation and travel accommodations). During the Consulting Period the Executive may continue to use and thereafter to retain miscellaneous personal property in his possession. The obligation of the Corporation to provide the benefits under Section 8 of this Agreement shall not be affected by the Executive's performance of services for the Corporation during the Consulting Period, and thus, by way of example and not limitation, the Executive shall be paid a per diem amount for his consulting services, and Executive shall be promptly reimbursed for travel, food, lodging and other out-entitled to all of pocket expenses reasonably incurred by Executive in performing such services, in each case on terms mutually agreed to by the Executive and the Company’s Chief Executive Officer or the Board. If the Change of Control occurs prior to benefits at the end of such 12 month periodthe Renewal Term or earlier if the Executive terminates his employment for any reason after the end of the Initial Term. Except as set forth herein, then the Executive should not be entitled to any additional compensation or benefits during the Consulting Period shall terminate immediately following Period. During the effective Consulting Period, the provisions of Sections 14 through 23 of this Agreement will continue to apply to the Corporation and the Executive and, except as otherwise provided herein, no other provisions of this Agreement will continue to be applicable. For purposes of Section 18(b)(3), the date of "termination of employment" shall mean the Change date on which the Executive ceases to perform consulting services for the Corporation during or upon the end of Controlthe Consulting Period.