Common use of Discharge Without Cause Clause in Contracts

Discharge Without Cause. Prior to the end of the term of this Agreement, the Company may discharge the Employee without Cause (as defined in paragraph (c) above) and terminate this Agreement. In such case this Agreement shall automatically terminate and the Company shall have no further obligation to the Employee or his estate, except that the Company shall continue to pay to the Employee (or his estate in the event of his subsequent death), (i) the Employee’s Base Salary for a period of 18 months following the date of discharge, (ii) 50% of the annual target bonus described in Section 5(i) above for the year of termination, and (iii) all benefits payable under the governing provisions of any benefit plan or program of the Company. In addition, if following the date of such discharge, the Employee becomes eligible to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and properly elects such coverage, the Company shall reimburse the Employee or pay on the Employee’s behalf 100% of applicable medical continuation premiums for the benefit of the Employee (and his covered dependents as of the date of his termination, if any) under the Employee’s then-current plan election, with such coverage to be provided under the closest comparable plan as offered by the Company from time to time, for so long during the 18-month period following termination as he remains eligible for and elects COBRA coverage, except as otherwise provided in paragraph (e) below. All such payments to the Employee or his estate shall be made in the same manner and at the same times as they would have been paid to the Employee had he not been discharged. No such termination pursuant to this paragraph (d) will relieve the Employee of his obligations under Sections 6, 8 and 9 hereunder.

Discharge Without Cause. Prior to the end of the term of this AgreementInitial Term or any then-existing Renewal Term, the Company may discharge the Employee without Cause (as defined in paragraph (c) above) and terminate this Agreement. In such case this Agreement shall automatically terminate and the Company shall have no further obligation to the Employee or his estate, except that that, subject to the provisions of Section 20 below, the Company shall continue to pay to the Employee (or his estate in the event of his subsequent death), ): (i) the Employee’s monthly Base Salary Salary, in arrears, for a period of 18 months following the date of discharge; provided, however, that the first such payment shall be made on the Company’s first regular payroll date that comes after the Release is no longer revocable (the “First Payment Date”) and shall include all payments, if any, that would have otherwise been made pursuant to this Section 7(d)(i) between the date of Employee’s termination of employment and the First Payment Date; (ii) 50% a pro rata amount of the annual target bonus Incentive Award at the Target goal level described in Section 5(i5(a) above above, based on the number of days the Employee was employed in the year in comparison to 365, for the year of termination, which such pro rata Incentive Award payment shall be provided on the later of the first business day after the Release is no longer revocable or the payment date that an Incentive Award for the year of termination otherwise would have been payable pursuant to Section 5(a) above had Employee’s employment not terminated (provided, that, in no event shall such payment occur later than the date necessary to qualify such payment as a “short-term deferral” within the meaning of Treas. Reg. § 1.409A-1(b)(4)); and (iii) all benefits payable under the governing provisions of any benefit plan or program of the Company. In addition, if following the date of such discharge, the Employee becomes eligible to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and properly elects such coverage, the Company shall reimburse the Employee or pay on the Employee’s behalf 100% of applicable medical continuation premiums for the benefit of the Employee (and his covered dependents as of the date of his termination, if any) under the Employee’s then-current plan election, with such coverage to be provided under the closest comparable plan as offered by the Company from time to time, for so long during the 18-month period following termination as he remains eligible for and elects COBRA coverage; provided that such reimbursement shall not be applicable until the Release becomes irrevocable and the first such reimbursement payment shall include, except as otherwise provided in paragraph (e) below. All such if applicable, all reimbursement payments to the Employee or his estate shall be made in the same manner and at the same times as they that would have otherwise been paid made pursuant to this Section 7(d)(iii) between the date of Employee’s termination of employment and the date that the Release became irrevocable. The Company will also provide all salary earned by Employee had he not been dischargedthrough the date of termination and any applicable benefits payable under the governing provisions of any benefit plan or program of the Company. No such termination pursuant to this paragraph (d) will relieve the Employee of his obligations under Sections 6, 8 and 9 hereunder. Notwithstanding anything to the contrary in this Section 7(d) or Section 20, in the event the time period (including any applicable revocation period) prescribed by the Company for Employee’s execution of the Release begins in one taxable year and ends in a second taxable year, payments under Section 7(d)(i) will not commence and the First Payment Date shall not occur until the second taxable year, irrespective of when the Release actually becomes irrevocable.

Discharge Without Cause. Prior to the end of the term of this Agreement, the The Company may discharge terminate the Employee Executive and this Agreement at any time during the Term for any reason, without Cause (as defined in paragraph Section 7(e) below) upon thirty (c30) above) and terminate this Agreementdays’ written notice to the Executive. In Upon such case this Agreement shall automatically terminate and termination, the Company shall will have no further obligation liability to the Employee or his estate, except that Executive other than to provide the Company shall continue to pay to the Employee (or his estate in the event of his subsequent death), Executive with (i) that portion of the Employee’s Base Salary under Section 4(a) earned through the date of the termination, (ii) severance pay in an amount equal to the Executive’s then-current Base Salary, less applicable deductions, for a period of 18 twelve (12) months (the “Severance Period”) following the date of discharge, (ii) 50% of the annual target bonus described in Section 5(i) above for the year of terminationExecutive’s Separation from Service, and (iii) all benefits payable the Company’s portion of the premium for continued coverage under the governing provisions Company’s group health and dental insurance plan during the Severance Period following the Executive’s termination, provided the Executive applies and remains eligible for such continuation coverage under applicable law, and provided further that the Executive authorizes the Company to deduct only the Executive’s portion of any benefit plan or program such premiums from the severance payments. It is understood that the period the Company makes such payments will run concurrently with the period of continuation coverage for which the Executive may be eligible under applicable law. The Executive’s receipt of the severance payments and premium payments by the Company set forth in this paragraph (c) are conditioned upon the Executive executing a comprehensive release and waiver agreement and covenant not to xxx as provided by the Company at the time of termination. Severance payments will be made in equal installments on dates corresponding with the Company’s regular pay dates during the Severance Period. In additionNotwithstanding the foregoing, if the severance pay that is payable during the first six (6) months following the Executive’s Separation from Service exceeds two times the lesser of (1) the Executive’s annualized compensation paid by the Company for the calendar year preceding the calendar year in which the Separation from Service occurs (as adjusted for any increase during that year that was expected to continue indefinitely if the Separation from Service had not occurred), or (2) the compensation limit in effect pursuant to Code Section 401(a)(17) for the calendar year in which the Executive’s Separation from Service occurs, then payment of such excess shall be delayed and paid in a lump sum on the first day of the seventh (7th) month following the month in which the Separation from Service occurs, and in such event, the payment shall be accompanied by a payment of interest calculated at the rate of interest announced by the Federal Reserve Board (or any successor thereto) from time to time as the “federal funds rate”, such rate to be determined on the date of such dischargethe Executive’s termination of employment, the Employee becomes eligible to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and properly elects such coverage, the Company shall reimburse the Employee or pay on the Employee’s behalf 100% of applicable medical continuation premiums for the benefit of the Employee (and his covered dependents as of the date of his termination, if any) under the Employee’s then-current plan election, with such coverage to be provided under the closest comparable plan as offered by the Company from time to time, for so long during the 18-month period following termination as he remains eligible for and elects COBRA coverage, except as otherwise provided in paragraph (e) below. All such payments to the Employee or his estate shall be made in the same manner and at the same times as they would have been paid to the Employee had he not been discharged. No such termination pursuant to this paragraph (d) will relieve the Employee of his obligations under Sections 6, 8 and 9 hereundercompounded quarterly.

Discharge Without Cause. Prior to the end of the term of this AgreementInitial Term or any then-existing Renewal Term, the Company may discharge the Employee without Cause (as defined in paragraph (c) above) and terminate this Agreement. In such case this Agreement shall automatically terminate and the Company shall have no further obligation to the Employee or his estate, except that that, subject to the provisions of Section 20 below, the Company shall continue to pay to the Employee (or his estate in the event of his subsequent death), ): (i) the Employee’s 's monthly Base Salary Salary, in arrears, for a period of 18 months following the date of discharge; provided, however, that the first such payment shall be made on the Company's first regular payroll date that comes after the Release is no longer revocable (the “First Payment Date”) and shall include all payments, if any, that would have otherwise been made pursuant to this Section 7(d)(i) between the date of Employee's termination of employment and the First Payment Date; (ii) 50% a pro rata amount of the annual target bonus Incentive Award at the Target goal level described in Section 5(i5(a) above above, based on the number of days the Employee was employed in the year in comparison to 365, for the year of termination, which such pro rata Incentive Award payment shall be provided on the later of the first business day after the Release is no longer revocable or the payment date that an Incentive Award for the year of termination otherwise would have been payable pursuant to Section 5(a) above had Employee's employment not terminated (provided, that, in no event shall such payment occur later than the date necessary to qualify such payment as a “short-term deferral” within the meaning of Treas. Reg. § 1.409A-1(b)(4)); and (iii) all benefits payable under the governing provisions of any benefit plan or program of the Company. In addition, if following the date of such discharge, the Employee becomes eligible to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and properly elects such coverage, the Company shall reimburse the Employee or pay on the Employee’s 's behalf 100% of applicable medical continuation premiums for the benefit of the Employee (and his covered dependents as of the date of his termination, if any) under the Employee’s 's then-current plan election, with such coverage to be provided under the closest comparable plan as offered by the Company from time to time, for so long during the 18-month period following termination as he remains eligible for and elects COBRA coverage; provided that such reimbursement shall not be applicable until the Release becomes irrevocable and the first such reimbursement payment shall include, except as otherwise provided in paragraph (e) below. All such if applicable, all reimbursement payments to the Employee or his estate shall be made in the same manner and at the same times as they that would have otherwise been paid made pursuant to this Section 7(d)(iii) between the date of Employee's termination of employment and the date that the Release became irrevocable. The Company will also provide all salary earned by Employee had he not been dischargedthrough the date of termination and any applicable benefits payable under the governing provisions of any benefit plan or program of the Company. No such termination pursuant to this paragraph (d) will relieve the Employee of his obligations under Sections 6, 8 and 9 hereunder. Notwithstanding anything to the contrary in this Section 7(d) or Section 20, in the event the time period (including any applicable revocation period) prescribed by the Company for Employee's execution of the Release begins in one taxable year and ends in a second taxable year, payments under Section 7(d)(i) will not commence and the First Payment Date shall not occur until the second taxable year, irrespective of when the Release actually becomes irrevocable.

Discharge Without Cause. Prior Employee’s employment under this Agreement may be immediately terminated by the Company upon written notice to Employee of a Discharge Without Cause. Upon a Discharge Without Cause: (a) Employee shall be entitled to receive payment of his Accrued Obligations to the end effective date of termination; and (b) subject to Employee’s delivery and nonrevocation of an executed, effective general release in the term form that is attached hereto as Annex B and continued compliance with the provisions of this AgreementSection 5 hereof, the Company may discharge the Employee without Cause (as defined in paragraph (c) above) and terminate this Agreement. In such case this Agreement shall automatically terminate and the Company shall have no further obligation be entitled to the Employee or his estate, except that following benefits (the Company shall continue to pay to the Employee (or his estate in the event of his subsequent death), “Severance Package”): (i) Employee shall be entitled to receive an amount equal to the Employee’s Base Salary for a which shall be payable in twelve (12) equal installments during the twelve (12)-month period of 18 months following commencing on the date of discharge, Discharge Without Cause (the “Severance Period”) and (ii) 50% of to the annual target bonus described in Section 5(i) above for the year of termination, and (iii) all extent Employee elects to continue his medical insurance benefits payable under the governing provisions of any benefit plan or program of the Company. In addition, if following the date of such discharge, the Employee becomes eligible pursuant to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRACOBRA Coverage”) and properly elects such coverage), under the Company’s group medical insurance plan, the Company shall reimburse the Employee or pay on the Employee’s behalf 100% of applicable medical continuation premiums for the benefit of the cost to continue COBRA Coverage for Employee (and his covered eligible dependents as of who participated in the Company’s medical insurance plans on the date immediately preceding the date of his termination, if any) under the Employee’s then-current plan electiontermination of employment upon a Discharge Without Cause) for the period from the date of Employee’s termination of employment upon a Discharge Without Cause until the earlier of (A) the end of the Severance Period or (B) until Employee becomes eligible to participate in another employer medical insurance plan, whichever occurs first. Other than the foregoing, Employee shall not be entitled to any payment hereunder for subsequent periods upon Employee’s termination of employment upon a Discharge Without Cause. The payments payable under this Section shall be payable to Employee in accordance with such coverage to be provided under the closest comparable plan Company’s general payroll practices as offered by the Company same may exist from time to time, for so long during the 18-month period time following termination as he remains eligible for and elects COBRA coverage, except as otherwise provided in paragraph (e) belowa Discharge Without Cause. All such payments to the Employee or his estate The date of Employee’s Discharge Without Cause shall be made the date specified in the same manner and at the same times as they would have been paid written notice of termination to the Employee had he not been discharged. No such termination pursuant to this paragraph (d) will relieve the Employee of his obligations under Sections 6, 8 and 9 hereunderEmployee.

Discharge Without Cause. Prior to the end of the term of this Agreement, the Company may discharge the Employee without Cause (as defined in paragraph (c) above) and terminate this Agreement. In such case this Agreement shall automatically terminate and the Company shall have no further obligation to the Employee or his estate, except that the Company shall continue to pay to the Employee (or his estate in the event of his subsequent death), (i) the Employee’s Base Salary for a period of 18 months following the date of discharge, (ii) 50% of the annual target bonus described in Section 5(i) above for the year of termination, and (iii) all benefits payable under the governing provisions of any benefit plan or program of the Company. , In addition, if following the date of such discharge, the Employee becomes eligible to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and properly elects such coverage, the Company shall reimburse the Employee or pay on the Employee’s behalf 100% of applicable medical continuation premiums for the benefit of the Employee (and his covered dependents as of the date of his termination, if any) under the Employee’s then-current plan election, with such coverage to be provided under the closest comparable plan as offered by the Company from time to time, for so long during the 18-month period following termination as he remains eligible for and elects COBRA coverage, except as otherwise provided in paragraph (e) below. All such payments to the Employee or his estate shall be made in the same manner and at the same times as they would have been paid to the Employee had he not been discharged. No such termination pursuant to this paragraph (d) will relieve the Employee of his obligations under Sections 6, 8 and 9 hereunder.

Discharge Without Cause. Prior The Board may terminate Executive’s employment at any time without Cause for any reason by providing Executive with 30 days advance written notice (the “Notice Period’); provided, however, that that the Board may elect to terminate Executive’s employment prior to the end expiration of such Notice Period, in which event the Company will pay Executive his then-current base salary through the expiration of the term Notice Period (the “Notice Period Payment”). The Company’s obligation to pay Executive the Notice Period Payment shall be in addition to any payments owed to Executive under Section 6(a)(iii) above. If Executive is terminated by the Company without Cause, Executive shall only receive the special benefits provided under the applicable provisions of Section 6(a)(iii) if: (x) Executive complies with the restrictive covenants (Section 7) and all post-termination obligations to which Executive is subject, including, but not limited to, the obligations contained in this Agreement, and (y) Executive signs a release form, subject to negotiation as provided below, within the time prescribed by the Company may discharge which shall be no later than 45 days after Executive receives the Employee without Cause (as defined in paragraph (c) above) and terminate this Agreement. In such case this Agreement shall automatically terminate and release from the Company shall have no further obligation to and before asserting any claims covered by the Employee or his estate, except that release against the Company shall continue other than claims pertaining to pay to the Employee (or his estate in the event of his subsequent death), (i) the EmployeeExecutive’s Base Salary for a period of 18 months following the date of dischargeright to severance benefits, (ii) 50% of the annual target bonus described in Company’s continuing indemnification obligations to Executive under Section 5(i) above for the year of termination5, and (iii) claims for defamation, slander and/or libel (the conditions set forth in the preceding subclauses (x) and (y) to be referred to as the “Separation Conditions”). The Company shall furnish the release to Executive at Executive’s termination. Subject to the exceptions in clauses (i) through (iii) of the second preceding sentence, the parties shall in good faith negotiate the final form of such release, but it shall include provisions customary in formal settlement agreements and general releases, including, but not limited to, such things as Executive’s release of the Company and all related persons or entities (“affiliates”) from all known and unknown claims, Executive’s covenant never in the future to pursue any released claim, Executive’s promise never to seek employment with the Company or any affiliate in the future, but not including any provision that expands Executive’s obligations to the Company as set forth in Section 6(i) below. The Company and Executive acknowledge that the severance benefits payable under for which the governing provisions of any benefit plan or program of release is required are intended to effect Executive’s peaceful transition from the Company. In additionIf Executive chooses not to sign the release, if following Executive shall have the date of such dischargeright to pursue any claims Executive may have, the Employee becomes but Executive shall not be eligible to elect continuation coverage receive the severance benefits set forth in subclauses (1) through (6) of Section 6(a)(iii). Executive also acknowledges that the Company’s obligation to provide any severance benefits under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”Section 6(a)(iii) and properly elects such coverage, shall terminate immediately upon any breach by Executive of any post-termination obligations to which he is subject; provided that the Company shall reimburse has provided prior written notice to Executive setting forth the Employee or pay on the Employee’s behalf 100% of applicable medical continuation premiums for the benefit of the Employee (post-termination obligations Executive is alleged to have breached and his covered dependents as of the date of his termination, if any) under the Employee’s then-current plan election, with such coverage granting Executive 30 days to be provided under the closest comparable plan as offered by the Company from time to time, for so long during the 18-month period following termination as he remains eligible for and elects COBRA coverage, except as otherwise provided in paragraph (e) below. All such payments to the Employee or his estate shall be made in the same manner and at the same times as they would have been paid to the Employee had he not been discharged. No such termination pursuant to this paragraph (d) will relieve the Employee of his obligations under Sections 6, 8 and 9 hereundercure.

Discharge Without Cause. Prior to the end of the term of this Agreement, the Company may discharge the Employee without Cause (as defined in paragraph (c) above) and terminate this Agreement. In such case Employee’s employment under this Agreement shall automatically terminate and the Company shall have no further obligation to the Employee or his estate, except that the Company shall continue to pay to the Employee (or his estate in the event of his subsequent death), (i) the Employee’s Base Salary for a period of 18 months following the date of discharge, (ii) 50% of the annual target bonus described in Section 5(i) above for the year of termination, and (iii) all benefits payable under the governing provisions of any benefit plan or program of the Company. In addition, if following the date of such discharge, the Employee becomes eligible to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and properly elects such coverage, the Company shall reimburse the Employee or pay on the Employee’s behalf 100% of applicable medical continuation premiums for the benefit of the Employee (and his covered dependents as of the date of his termination, if any) under the Employee’s then-current plan election, with such coverage to may be provided under the closest comparable plan as offered immediately terminated by the Company from upon written notice to Employee of a Discharge Without Cause. (a) Upon termination pursuant to this Section 4.3 at any time to time, for so long other than during the 18-month period following termination a Change in Control, the Company shall (i) pay to Employee an amount equal to 1.25 (one and a quarter) times the sum of (x) Employee’s base salary, as he remains provided in Section 5.1, at the annual rate in effect at the time of termination, and (y) the Target Bonus, in substantially equal installments over a period of fifteen (15) months from the date of such termination, in accordance with the Company’s general payroll practices as the same may exist from time to time, (ii) pay to Employee an Annual Bonus for the then-current fiscal year based on actual performance for such year, pro-rated from the first date of such fiscal year through Employee’s last date of continued active employment, payable at the same time as annual bonuses are paid other senior executives of the Company, (iii) if continued coverage under the Company’s health and welfare plans is timely elected by Employee, pay the employer and employee portion of any COBRA health and welfare premiums for a period equal to twelve (12) months from the date of such termination, or, if earlier, (x) the first date that Employee is no longer eligible for COBRA or (y) the first date that Employee becomes eligible for health benefits from another employer, and elects COBRA coverage(iv) all prior unvested grants of equity incentive compensation made to Employee pursuant to the Wilco Acquisition, except LP 2016 Equity Incentive Plan (whether such vesting is time- based or performance-based) shall immediately vest as otherwise of the date of such termination. (b) Upon termination pursuant to this Section 4.3 during the 18-month period following a Change in Control, the Company shall (i) pay to Employee an amount equal to 1.5 (one and a half) times the sum of (x) Employee’s base salary, as provided in paragraph Section 5.1, at the annual rate in effect at the time of termination, and (ey) the Target Bonus, in a lump sum on the first payroll date following the date the release contemplated by this Section 4.3 (described below. All ) becomes effective and irrevocable, (ii) pay to Employee an Annual Bonus for the then-current fiscal year based on actual performance for such payments year, pro-rated from the first date of such fiscal year through Employee’s last date of continued active employment, payable at the same time as annual bonuses are paid other senior executives of the Company, (iii) if continued coverage under the Company’s health and welfare plans is timely elected by Employee, pay the employer and employee portion of any COBRA health and welfare premiums for a period equal to twelve (12) months from the date of such termination, or, if earlier, (x) the first date that Employee is no longer eligible for COBRA or (y) the first date that Employee becomes eligible for health benefits from another employer, and (iv) all prior unvested grants of equity incentive compensation made to DocuSign Envelope ID: BD1B918C-BDFE-441B-80D5-518F84AFC6F89F7D5B75-2D69-46F7-864B-ED466CB18FE6 -7- WEIL:\97844204\2\18434.0003 Employee pursuant to the Wilco Acquisition, LP 2016 Equity Incentive Plan (whether such vesting is time-based or performance-based) shall immediately vest as of the date of such termination. In addition to the foregoing, the Company shall pay to Employee or his estate within thirty (30) days of termination of employment all amounts of base salary compensation and expense reimbursements accrued but unpaid through the effective date of termination. Other than the foregoing, Employee shall not be entitled to any payment for subsequent periods upon Employee’s termination of employment upon a Discharge Without Cause. As a condition to receiving severance payments and benefits under this Section 4.3, Employee shall execute a release of claims in the form attached hereto as Exhibit A. Notwithstanding anything in this Agreement to the contrary, receipt of severance payments and benefits under this Section 4.3, shall be subject to the execution (and expiration of any applicable revocation period) of the release within sixty (60) days following termination (the “Release Period”) and the first severance payment shall be made, inclusive of any amounts that would otherwise have been paid prior to such date, on the first payroll date following the date the release becomes effective and irrevocable; provided, that if the Release Period spans two tax years, the first severance payment shall be made in the same manner and at the same times as they would have been paid to the Employee had he not been dischargedsecond tax year. No such termination pursuant to this paragraph (d) will relieve the Employee of his obligations under Sections 6, 8 and 9 hereunder.4.4

Discharge Without Cause. Prior to the end of the term of this Agreement, the Company may discharge the Employee without Cause (as defined in paragraph (c) above) and terminate this Agreement. In such case Employee’s employment under this Agreement shall automatically terminate and the Company shall have no further obligation to the Employee or his estate, except that the Company shall continue to pay to the Employee (or his estate in the event of his subsequent death), (i) the Employee’s Base Salary for a period of 18 months following the date of discharge, (ii) 50% of the annual target bonus described in Section 5(i) above for the year of termination, and (iii) all benefits payable under the governing provisions of any benefit plan or program of the Company. In addition, if following the date of such discharge, the Employee becomes eligible to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and properly elects such coverage, the Company shall reimburse the Employee or pay on the Employee’s behalf 100% of applicable medical continuation premiums for the benefit of the Employee (and his covered dependents as of the date of his termination, if any) under the Employee’s then-current plan election, with such coverage to may be provided under the closest comparable plan as offered immediately terminated by the Company from upon written notice to Employee of a Discharge Without Cause. (a) Upon termination pursuant to this Section 4.3 at any time to time, for so long other than during the 18-month period following termination a Change in Control, the Company shall (i) pay to Employee an amount equal to 1.25 (one and a quarter) times the sum of (x) Employee’s base salary, as he remains provided in Section 5.1, at the annual rate in effect at the time of termination, and (y) the Target Bonus, in substantially equal installments over a period of fifteen (15) months from the date of such termination, in accordance with the Company’s general payroll practices as the same may exist from time to time, (ii) pay to Employee an Annual Bonus for the then-current fiscal year based on actual performance for such year, pro-rated from the first date of such fiscal year through Employee’s last date of continued active employment, payable at the same time as annual bonuses are paid other senior executives of the Company, (iii) if continued coverage under the Company’s health and welfare plans is timely elected by Employee, pay the employer and employee portion of any COBRA health and welfare premiums for a period equal to twelve (12) months from the date of such termination, or, if earlier, (x) the first date that Employee is no longer eligible for COBRA or (y) the first date that Employee becomes eligible for health benefits from another employer, and elects COBRA coverage(iv) all prior unvested grants of equity incentive compensation made to Employee pursuant to the Wilco Acquisition, except LP 2016 Equity Incentive Plan (whether such vesting is time- based or performance-based) shall immediately vest as otherwise of the date of such termination. (b) Upon termination pursuant to this Section 4.3 during the 18-month period following a Change in Control, the Company shall (i) pay to Employee an amount equal to 1.5 (one and a half) times the sum of (x) Employee’s base salary, as provided in paragraph Section 5.1, at the annual rate in effect at the time of termination, and (ey) the Target Bonus, in a lump sum on the first payroll date following the date the release contemplated by this Section 4.3 (described below. All ) becomes effective and irrevocable, (ii) pay to Employee an Annual Bonus for the then-current fiscal year based on actual performance for such payments year, pro-rated from the first date of such fiscal year through Employee’s last date of continued active employment, payable at the same time as annual bonuses are paid other senior executives of the Company and, (iii) if continued coverage under the Company’s health and welfare plans is timely elected by Employee, pay the employer and employee portion of any COBRA health and welfare premiums for a period equal to twelve (12) months from the date of such termination, or, if earlier, (x) the first date that Employee is no longer eligible for COBRA or (y) the first date that Employee becomes eligible for health benefits DocuSign Envelope ID: 24F1ED1D-3A11-4ED0-9318-52F83027E97B9009BC7B 5468-4B59-8EBE B836EDC9FDF -7- WEIL:\97844204\2\18434.0003 from another employer, and (iv) all prior unvested grants of equity incentive compensation made to Employee pursuant to the Wilco Acquisition, LP 2016 Equity Incentive Plan (whether such vesting is time-based or performance-based) shall immediately vest as of the date of such termination. In addition to the foregoing, the Company shall pay to Employee or his estate within thirty (30) days of termination of employment all amounts of base salary compensation and expense reimbursements accrued but unpaid through the effective date of termination. Other than the foregoing, Employee shall not be entitled to any payment for subsequent periods upon Employee’s termination of employment upon a Discharge Without Cause. As a condition to receiving severance payments and benefits under this Section 4.3, Employee shall execute a release of claims in the form attached hereto as Exhibit A. Notwithstanding anything in this Agreement to the contrary, receipt of severance payments and benefits under this Section 4.3, shall be subject to the execution (and expiration of any applicable revocation period) of the release within sixty (60) days following termination (the “Release Period”) and the first severance payment shall be made, inclusive of any amounts that would otherwise have been paid prior to such date, on the first payroll date following the date the release becomes effective and irrevocable; provided, that if the Release Period spans two tax years, the first severance payment shall be made in the same manner and at the same times as they would have been paid to the Employee had he not been dischargedsecond tax year. No such termination pursuant to this paragraph (d) will relieve the Employee of his obligations under Sections 6, 8 and 9 hereunder.4.4

Discharge Without Cause. Prior to Except as set forth in Section 11.4 hereof, in the end of event the Company terminates the Executive's employment without cause during the term of his employment hereunder or elects not to renew Executive's employment hereunder pursuant to Section 4 hereof, each of which the Company shall be entitled to do, the Executive shall receive from the Company (in lieu of any rights or claims, other than the possible right to an incentive bonus for the period prior to termination as set forth in Section 6 hereof, that the Executive may have in respect to this Agreement, which rights or claims the Company may discharge Executive hereby waives and releases in consideration for the Employee without Cause severance payments provided in this Section 11.2) as severance payments, and in consideration of the Executive's compliance with the provisions of Section 13 during the Restricted Period (as defined in paragraph (c) above) and terminate this Agreement. In such case this Agreement shall automatically terminate hereinafter defined), payment of the Executive's Base Salary and the Company shall have no further obligation to the Employee or his estateinsurance benefits described in Sections 7.4, except that the Company shall continue to pay to the Employee (or his estate 7.6 and 8 hereof, in the event of his subsequent death), (i) the Employee’s Base Salary each case for a period of 18 months following one year beginning on the date of discharge, (ii) 50% termination of the annual target bonus described Executive's employment. Payments of Base Salary shall be made at the same times and in Section 5(i) above for the year of termination, and (iii) all benefits payable under same manner that such payments would have been made to the governing provisions of any benefit plan or program of the CompanyExecutive if his employment had not been terminated. In addition, if following under such circumstances, the Executive shall be entitled to exercise all options referenced in Section 9 hereof and all other options then held by the Executive which are not then exercisable, subject to the terms and provisions of the option agreement provided for by the terms of the Plan, for a period equal to the lesser of (y) one year from the date of such discharge, the Employee becomes eligible to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) termination for all options granted after 1996 and properly elects such coverage, the Company shall reimburse the Employee or pay on the Employee’s behalf 100% of applicable medical continuation premiums for the benefit of the Employee (and his covered dependents as of five years from the date of termination for all options granted before 1997 or (z) the original term of such options. At the end of this one year period, the Executive will be given the option to take over the payments and ownership of the disability insurance policy described in Section 7.6 hereof and the life insurance policy described in Section 8 hereof to the extent the terms of such policies permit him to do so. If the Executive shall die subsequent to the termination of his terminationemployment under this Section 11.2, if any) under the Employee’s then-current plan election, with such coverage death shall be deemed to be provided under the closest comparable plan as offered by the Company from time to time, for so long have occurred during the 18-month period following term of the Executive's employment hereunder as if termination as he remains eligible for under this Section 11.2 had not occurred and elects COBRA coverage, except as otherwise provided in paragraph (e) below. All such payments to the Employee or his estate Section 11.1 shall be made in the same manner and at the same times as they would have been paid to the Employee had he not been discharged. No such termination pursuant to this paragraph (d) will relieve the Employee of his obligations under Sections 6, 8 and 9 hereunderthereupon apply.

Discharge Without Cause. Prior to the end of the term of this Agreement, the Company may discharge the Employee without Cause (as defined in paragraph (c) above) and terminate this Agreement. In such case Employee’s employment under this Agreement shall automatically terminate and the Company shall have no further obligation to the Employee or his estate, except that the Company shall continue to pay to the Employee (or his estate in the event of his subsequent death), (i) the Employee’s Base Salary for a period of 18 months following the date of discharge, (ii) 50% of the annual target bonus described in Section 5(i) above for the year of termination, and (iii) all benefits payable under the governing provisions of any benefit plan or program of the Company. In addition, if following the date of such discharge, the Employee becomes eligible to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and properly elects such coverage, the Company shall reimburse the Employee or pay on the Employee’s behalf 100% of applicable medical continuation premiums for the benefit of the Employee (and his covered dependents as of the date of his termination, if any) under the Employee’s then-current plan election, with such coverage to may be provided under the closest comparable plan as offered immediately terminated by the Company from upon written notice to Employee of a Discharge Without Cause. (a) Upon termination pursuant to this Section 4.3 at any time to time, for so long other than during the 18-month period following termination a Change in Control, the Company shall (i) pay to Employee an amount equal to 1.25 (one and a quarter) times the sum of (x) Employee’s base salary, as he remains provided in Section 5.1, at the annual rate in effect at the time of termination, and (y) the Target Bonus, in substantially equal installments over a period of fifteen (15) months from the date of such termination, in accordance with the Company’s general payroll practices as the same may exist from time to time, (ii) pay to Employee an Annual Bonus for the then-current fiscal year based on actual performance for such year, pro-rated from the first date of such fiscal year through Employee’s last date of continued active employment, payable at the same time as annual bonuses are paid other senior executives of the Company, (iii) if continued coverage under the Company’s health and welfare plans is timely elected by Employee, pay the employer and employee portion of any COBRA health and welfare premiums for a period equal to twelve (12) months from the date of such termination, or, if earlier, (x) the first date that Employee is no longer eligible for COBRA or (y) the first date that Employee becomes eligible for health benefits from another employer, and elects COBRA coverage(iv) all prior unvested grants of equity incentive compensation made to Employee pursuant to the Wilco Acquisition, except LP 2016 Equity Incentive Plan (whether such vesting is time- based or performance-based) shall immediately vest as otherwise of the date of such termination. (b) Upon termination pursuant to this Section 4.3 during the 18-month period following a Change in Control, the Company shall (i) pay to Employee an amount equal to 1.5 (one and a half) times the sum of (x) Employee’s base salary, as provided in paragraph Section 5.1, at the annual rate in effect at the time of termination, and (ey) the Target Bonus, in a lump sum on the first payroll date following the date the release contemplated by this Section 4.3 (described below. All ) becomes effective and irrevocable, (ii) pay to Employee an Annual Bonus for the then-current fiscal year based on actual performance for such payments year, pro-rated from the first date of such fiscal year through Employee’s last date of continued active employment, payable at the same time as annual bonuses are paid other senior executives of the Company, (iii) if continued coverage under the Company’s health and welfare plans is timely elected by Employee, pay the employer and employee portion of any COBRA health and welfare premiums for a period equal to twelve (12) months from the date of such termination, or, if earlier, (x) the first date that Employee is no longer eligible for COBRA or (y) the first date that Employee becomes eligible for health benefits from another employer, and (iv) all prior unvested grants of equity incentive compensation made to DocuSign Envelope ID: B997F1AF-6852-4463-BA24-4091D4C9DBC763092C01-9149- 620-8C02-E1770CAE9945 -7- WEIL:\97844204\2\18434.0003 Employee pursuant to the Wilco Acquisition, LP 2016 Equity Incentive Plan (whether such vesting is time-based or performance-based) shall immediately vest as of the date of such termination. In addition to the foregoing, the Company shall pay to Employee or his estate within thirty (30) days of termination of employment all amounts of base salary compensation and expense reimbursements accrued but unpaid through the effective date of termination. Other than the foregoing, Employee shall not be entitled to any payment for subsequent periods upon Employee’s termination of employment upon a Discharge Without Cause. As a condition to receiving severance payments and benefits under this Section 4.3, Employee shall execute a release of claims in the form attached hereto as Exhibit A. Notwithstanding anything in this Agreement to the contrary, receipt of severance payments and benefits under this Section 4.3, shall be subject to the execution (and expiration of any applicable revocation period) of the release within sixty (60) days following termination (the “Release Period”) and the first severance payment shall be made, inclusive of any amounts that would otherwise have been paid prior to such date, on the first payroll date following the date the release becomes effective and irrevocable; provided, that if the Release Period spans two tax years, the first severance payment shall be made in the same manner and at the same times as they would have been paid to the Employee had he not been dischargedsecond tax year. No such termination pursuant to this paragraph (d) will relieve the Employee of his obligations under Sections 6, 8 and 9 hereunder.4.4

Discharge Without Cause. Prior to the end of the term of this Agreement, the Company may discharge the Employee without Cause (as defined in paragraph (c) above) and terminate this Agreement. In such case this Agreement shall automatically terminate and the Company shall have no further obligation to the Employee or his estate, except that the Company shall continue to pay to the Employee (or his estate in the event of his subsequent death), (i) the Employee’s Base Salary for a period of 18 months following the date of discharge, (ii) 50% of the maximum annual target bonus described in Section 5(i) above for the year of termination, and (iii) all benefits payable under the governing provisions of any benefit plan or program of the Company. In addition, if following the date of such discharge, the Employee becomes eligible to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and properly elects such coverage, the Company shall reimburse the Employee or pay on the Employee’s behalf 100% of applicable medical continuation premiums for the benefit of the Employee (and his covered dependents as of the date of his termination, if any) under the Employee’s then-current plan election, with such coverage to be provided under the closest comparable plan as offered by the Company from time to time, for so long during the 18-month period following termination as he remains eligible for and elects COBRA coverage, except as otherwise provided in paragraph (e) below. All such payments to the Employee or his estate shall be made in the same manner and at the same times as they would have been paid to the Employee had he not been discharged. No such termination pursuant to this paragraph (d) will relieve the Employee of his obligations under Sections 6, 8 and 9 hereunder.

Discharge Without Cause. Prior to the end of the term of this AgreementInitial Term or any then-existing Renewal Term, the Company may discharge the Employee without Cause (as defined in paragraph (c) above) and terminate this Agreement. In such case this Agreement shall automatically terminate and the Company shall have no further obligation to the Employee or his estate, except that that, subject to the provisions of Section 20 below, the Company shall continue to pay to the Employee (or his estate in the event of his subsequent death), ): (i) the Employee’s monthly Base Salary Salary, in arrears, for a period of 18 24 months following the date of discharge; provided, however, that the first such payment shall be made on the Company’s first regular payroll date that comes after the Release is no longer revocable (the “First Payment Date”) and shall include all payments, if any, that would have otherwise been made pursuant to this Section 7(d)(i) between the date of Employee’s termination of employment and the First Payment Date; (ii) 50% a pro rata amount of the annual target bonus Incentive Award at the Target goal level described in Section 5(i5(a) above above, based on the number of days the Employee was employed in the year in comparison to 365, for the year of termination, which such pro rata Incentive Award payment shall be provided on the later of the first business day after the Release is no longer revocable or the payment date that an Incentive Award for the year of termination otherwise would have been payable pursuant to Section 5(a) above had Employee’s employment not terminated (provided, that, in no event shall such payment occur later than the date necessary to qualify such payment as a “short-term deferral” within the meaning of Treas. Reg. § 1.409A-1(b)(4)); and (iii) all benefits payable under the governing provisions of any benefit plan or program of the Company. In addition, if following the date of such discharge, the Employee becomes eligible to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and properly elects such coverage, the Company shall reimburse the Employee or pay on the Employee’s behalf 100% of applicable medical continuation premiums for the benefit of the Employee (and his covered dependents as of the date of his termination, if any) under the Employee’s then-current plan election, with such coverage to be provided under the closest comparable plan as offered by the Company from time to time, for so long during the 1836-month period following termination as he remains eligible for and elects COBRA coverage; provided that such reimbursement shall not be applicable until the Release becomes irrevocable and the first such reimbursement payment shall include, except as otherwise provided in paragraph (e) below. All such if applicable, all reimbursement payments to the Employee or his estate shall be made in the same manner and at the same times as they that would have otherwise been paid made pursuant to this Section 7(d)(iii) between the date of Employee’s termination of employment and the date that the Release became irrevocable. The Company will also provide all salary earned by Employee had he not been dischargedthrough the date of termination and any applicable benefits payable under the governing provisions of any benefit plan or program of the Company. No such termination pursuant to this paragraph (d) will relieve the Employee of his obligations under Sections 6, 8 and 9 hereunder. Notwithstanding anything to the contrary in this Section 7(d) or Section 20, in the event the time period (including any applicable revocation period) prescribed by the Company for Employee’s execution of the Release begins in one taxable year and ends in a second taxable year, payments under Section 7(d)(i) will not commence and the First Payment Date shall not occur until the second taxable year, irrespective of when the Release actually becomes irrevocable.

Discharge Without Cause. Prior The Board may terminate Executive's employment at any time without Cause for any reason by providing Executive with 30 days advance written notice (the "Notice Period'); provided, however, that that the Board may elect to terminate Executive's employment prior to the end expiration of such Notice Period, in which event the Company will pay Executive his then-current base salary through the expiration of the term Notice Period (the "Notice Period Payment"). The Company's obligation to pay Executive the Notice Period Payment shall be in addition to any payments owed to Executive under Section 5(a)(iii) above. If Executive is terminated by the Company without Cause, Executive shall only receive the special benefits provided under the applicable provisions of Section 5(a)(iii) if: (x) Executive complies with the restrictive covenants (Section 6) and all post-termination obligations to which Executive is subject, including, but not limited, the obligations contained in this Agreement, and (y) Executive signs a release form, subject to negotiation as provided below, within the time prescribed by the Company may discharge which shall be no later than 45 days after Executive receives the Employee without Cause (as defined in paragraph (c) above) and terminate this Agreement. In such case this Agreement shall automatically terminate and release from the Company shall have no further obligation to and before asserting any claims covered by the Employee or his estate, except that release against the Company shall continue other than claims pertaining to pay to the Employee (or his estate in the event of his subsequent death), (i) the Employee’s Base Salary for a period of 18 months following the date of dischargeExecutive's right to severance benefits, (ii) 50% of the annual target bonus described in Company's continuing indemnification obligations to Executive under Section 5(i) above for the year of termination4, and (iii) claims for defamation, slander and/or libel (the conditions set forth in the preceding sub-clauses (x) and (y) to be referred to as the "Separation Conditions"). The Company shall furnish the release to Executive at Executive's termination. Subject to the exceptions in clauses (i) through (iii) of the second preceding sentence, the parties shall in good faith negotiate the final form of such release, but it shall include provisions customary in formal settlement agreements and general releases, including, but not limited to, such things as Executive's release of the Company and all related persons or entities ("affiliates") from all known and unknown claims, Executive's covenant never in the future to pursue any released claim, Executive's promise never seek employment with the Company or any affiliate in the future, but not including any provision that expands Executive's obligations to the Company as set forth in Section 5(i) below. The Company and Executive acknowledge that the severance benefits payable under for which the governing provisions of any benefit plan or program of release is required are intended to effect Executive's peaceful transition from the Company. In additionIf Executive chooses not to sign the release, if following Executive shall have the date of such dischargeright to pursue any claims Executive may have, the Employee becomes but Executive shall not be eligible to elect continuation coverage receive the severance benefits set forth in sub-clauses (1) through (6) of Section 5(a)(iii). Executive also acknowledges that the Company's obligation to provide any severance benefits under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”Section 5(a)(iii) and properly elects such coverage, shall terminate immediately upon any breach by Executive of any post-termination obligations to which he is subject; provided that the Company shall reimburse has provided prior written notice to Executive setting forth the Employee or pay on the Employee’s behalf 100% of applicable medical continuation premiums for the benefit of the Employee (post-termination obligations Executive is alleged to have breached and his covered dependents as of the date of his termination, if any) under the Employee’s then-current plan election, with such coverage granting Executive 30 days to be provided under the closest comparable plan as offered by the Company from time to time, for so long during the 18-month period following termination as he remains eligible for and elects COBRA coverage, except as otherwise provided in paragraph (e) below. All such payments to the Employee or his estate shall be made in the same manner and at the same times as they would have been paid to the Employee had he not been discharged. No such termination pursuant to this paragraph (d) will relieve the Employee of his obligations under Sections 6, 8 and 9 hereundercure.

Discharge Without Cause. Prior to the end of the term of this AgreementInitial Term or any then-existing Renewal Term, the Company may discharge the Employee without Cause (as defined in paragraph (c) above) and terminate this Agreement. In such case this Agreement shall automatically terminate and the Company shall have no further obligation to the Employee or his estate, except that that, subject to the provisions of Section 20 below, the Company shall continue to pay to the Employee (or his estate in the event of his subsequent death), ): (i) the Employee’s 's monthly Base Salary Salary, in arrears, for a period of 18 months following the date of discharge; provided, however, that the first such payment shall be made on the Company's first regular payroll date that comes after the Release is no longer revocable (the “First Payment Date”) and shall include all payments, if any, that would have otherwise been made pursuant to this Section 7(d)(i) between the date of Employee's termination of employment and the First Payment Date; (ii) 50% a pro rata amount of the annual target bonus Incentive Award described in Section 5(i5(a) above for the year in which the discharge occurred, if any, based on the number of terminationdays the Employee was employed in the year in comparison to 365, which such pro rata Incentive Award payment shall be provided on the later of the first business day after the Release is no longer revocable or the payment date that an Incentive Award for the year of termination otherwise would have been payable pursuant to Section 5(a) above had Employee's employment not terminated (provided, that, in no event shall such payment occur later than the date necessary to qualify such payment as a “short-term deferral” within the meaning of Treas. Reg. § 1.409A-1(b)(4)); and (iii) all benefits payable under the governing provisions of any benefit plan or program of the Company. In additionif, if following the date of such discharge, the Employee becomes eligible to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and properly elects such coverage, the Company shall reimburse the Employee or pay on the Employee’s 's behalf 100% of applicable medical continuation premiums for the benefit of the Employee (and his covered dependents as of the date of his termination, if any) under the Employee’s 's then-current plan election, with such coverage to be provided under the closest comparable plan as offered by the Company from time to time, for so long during the 18-month period following termination as he remains eligible for and elects COBRA coverage; provided that such reimbursement shall not be applicable until the Release becomes irrevocable and the first such reimbursement payment shall include, except as otherwise provided in paragraph (e) below. All such if applicable, all reimbursement payments to the Employee or his estate shall be made in the same manner and at the same times as they that would have otherwise been paid made pursuant to this Section 7(d)(iii) between the date of Employee's termination of employment and the date that the Release became irrevocable. The Company will also provide all salary earned by Employee had he not been dischargedthrough the date of termination and any applicable benefits payable under the governing provisions of any benefit plan or program of the Company. No such termination pursuant to this paragraph (d) will relieve the Employee of his obligations under Sections 6, 8 and 9 hereunder. Notwithstanding anything to the contrary in this Section 7(d) or Section 20, in the event the time period (including any applicable revocation period) prescribed by the Company for Employee's execution of the Release begins in one taxable year and ends in a second taxable year, payments under Section 7(d)(i) will not commence and the First Payment Date shall not occur until the second taxable year, irrespective of when the Release actually becomes irrevocable.