Common use of Equity Clause in Contracts

Equity. Subject to the remaining provisions of this paragraph, all of Executive’s unvested and outstanding equity awards that would have become vested had Executive remained in the employ of the Company for the twelve (12) month period following Executive’s termination of employment shall immediately vest and become exercisable as of the date of Executive’s termination. If, however, an outstanding equity award is to vest, and/or the amount of the award to vest, is to be determined, in part or in whole, based on the achievement of performance criteria, and the performance period for achievement of such performance will expire within the twelve (12) month period following Executive’s termination of employment, then the equity award will vest as to the amount of the equity award that would have vested had Executive remained employed through such twelve (12) month period and the determination of the achievement of the performance criteria by the Administrator (with the amount of the award vesting based upon the extent to which the performance criteria was so determined to have been achieved). The settlement of any awards that vest pursuant to the preceding sentence shall take place at the time the Administrator determines to what extent the performance criteria for the performance period have been achieved. If the performance period for achievement of such performance will not expire within the twelve (12) month period following Executive’s termination of employment, the award will terminate unvested upon Executive’s termination and Executive will not be entitled to any shares or other payment of consideration with respect to the award. In addition, with respect to equity awards granted after the effective date of the Original Agreement, Executive will have twelve (12) months following any such termination of employment in which to exercise any stock options, stock appreciation rights, or similar rights to acquire Company common stock, but in no event will such equity award be permitted to be exercised beyond the earlier of the original maximum term of such equity award or ten (10) years from the original grant date of such equity award.

Equity. On March 2, 2009, Executive was granted an option (“Option”) to acquire One Hundred Seventy Five Thousand (175,000) shares of Class A Common Stock of ECC (the “Shares”). The Option has an exercise price per Share equal to 29.5 cents and shall be evidenced by a written grant agreement and be exercisable for Shares with such restrictive legends on the certificates in accordance with applicable securities laws and the applicable Equity Compensation Plan, or any subsequent equity compensation or similar plan adopted by ECC and generally used to make equity-based awards to management-level employees of the Emmis Group (the “Plan”). The Option shall have a ten year term commencing March 2, 2009 and vests one hundred percent (100%) on March 2, 2012. Subject to the remaining provisions above vesting schedule, Executive shall have the right to exercise the Option from time to time during the entire ten year term, notwithstanding any termination of this paragraphpart-time employment prior to expiration of the ten year term, all of unless Executive’s unvested employment is terminated for Cause in accordance with Section 10. The Option is intended to satisfy the regulatory exemption from the application of Code Section 409A for certain options for service recipient shares, and outstanding equity awards that would have become vested had they shall be administered accordingly. Any option granted to Executive remained in the employ of the Company for the twelve (12) month period following Executive’s termination of employment prior to March 2, 2009 shall immediately continue to vest and become exercisable during the Term and thereafter (to the extent not already exercisable as of the date first day of the Term) in accordance with the applicable vesting schedule of each such option, and shall remain outstanding through the last day of the applicable option term provided under the applicable award agreement pursuant to which each such option was awarded, notwithstanding any termination of part-time employment prior to expiration of each such option term, unless Executive’s terminationemployment is terminated for Cause in accordance with Section 10. If, however, an outstanding equity award is Ownership of any restricted Shares previously granted to vest, and/or Executive shall continue to vest (to the amount extent not already fully vested as of the award first day of the Term) in accordance with the vesting schedule applicable to vesteach grant, is to be determinednotwithstanding any termination of full-time or part-time employment, in part or in whole, based on the achievement of performance criteria, and the performance period for achievement of such performance will expire within the twelve (12) month period following unless Executive’s termination of employment, then the equity award will vest as to the amount of the equity award that would have vested had Executive remained employed through such twelve (12) month period and the determination of the achievement of the performance criteria by the Administrator (employment is terminated for Cause in accordance with the amount of the award vesting based upon the extent to which the performance criteria was so determined to have been achieved). The settlement of any awards that vest pursuant to the preceding sentence shall take place at the time the Administrator determines to what extent the performance criteria for the performance period have been achieved. If the performance period for achievement of such performance will not expire within the twelve (12) month period following Executive’s termination of employment, the award will terminate unvested upon Executive’s termination and Executive will not be entitled to any shares or other payment of consideration with respect to the award. In addition, with respect to equity awards granted after the effective date of the Original Agreement, Executive will have twelve (12) months following any such termination of employment in which to exercise any stock options, stock appreciation rights, or similar rights to acquire Company common stock, but in no event will such equity award be permitted to be exercised beyond the earlier of the original maximum term of such equity award or ten (Section 10) years from the original grant date of such equity award.

Equity. Subject Following the Effective Date, Employee shall be granted 240,000 shares of Stock (the “Restricted Shares”) and options to purchase 250,000 shares of Stock (the remaining provisions “Options”). The Restricted Shares and the Options shall be adjusted on the date of this paragraph, all of Executive’s unvested and outstanding equity awards that would have become vested had Executive remained in grant to reflect the employ percentage of the Company such amounts reflect as of the Commencement Date, on a fully diluted basis, and shall be subject to such terms and conditions as determined by the Company, as set forth in the Company’s final Long-Term Incentive Plan (“LTIP”) that shall be in effect upon the Effective Date or immediately thereafter (which for purposes of clarification, may contain revisions, approved by the twelve Company’s Board, as compared to the Company’s 2010 Long-Term Incentive Plan that was filed with the Bankruptcy Court). Twenty-five percent (1225%) month period following Executive’s termination of employment each of the Restricted Shares and the Options shall immediately vest and become exercisable be vested as of the date of Executive’s termination. If, however, an outstanding equity award is to vest, and/or the amount of the award to vest, is to be determined, in part or in whole, based on the achievement of performance criteriagrant, and the performance period for achievement remaining Restricted Shares and Options shall vest thereafter in three (3) substantially equal vesting tranches on each of the first three (3) anniversaries of the Effective Date, subject to Employee’s continued employment with the Company through each such performance will expire within vesting date. The strike price of the twelve (12Options shall be set by the LTIP but shall be no less than the fair market value of the Stock on the date of grant, as determined by the Compensation Committee in good faith in a manner consistent with the exemption from Section 409A of the Code provided under Treasury Regulation 1.409A-1(b)(5) month period following Executive’s termination of employment, then the equity award will vest as with respect to “stock rights.” Notwithstanding anything to the amount contrary in the LTIP or award agreement relating to the Restricted Shares or the Options, 100% of the equity award that would have vested had Executive remained employed through such twelve (12) month period available unvested Restricted Shares and the determination Options shall vest, to the extent not yet vested or expired, upon the consummation of the achievement of the performance criteria a Change in Control so long as Employee remains employed by the Administrator (with the amount of the award vesting based upon the extent to which the performance criteria was so determined to have been achieved). The settlement of any awards that vest pursuant to the preceding sentence shall take place Company at the time the Administrator determines to what extent the performance criteria for the performance period have been achieved. If the performance period for achievement of such performance will not expire within the twelve (12) month period following Executive’s termination execution of employment, the award will terminate unvested upon Executive’s termination and Executive will not be entitled to any shares or other payment of consideration a definitive agreement with respect to the award. In addition, with respect to equity awards granted after the effective date of the Original Agreement, Executive will have twelve (12) months following any such termination of employment Change in which to exercise any stock options, stock appreciation rights, or similar rights to acquire Company common stock, but in no event will such equity award be permitted to be exercised beyond the earlier of the original maximum term of such equity award or ten (10) years from the original grant date of such equity awardControl.

Equity. Subject to the remaining provisions of this paragraph, all of Executive’s unvested and outstanding The equity awards that would have become vested had held by the Executive remained in shall continue to be governed by the employ terms and conditions of the Company for Company’s applicable equity incentive plan(s) and the twelve applicable award agreement(s) (12) month period following Executive’s termination of employment shall immediately vest and become exercisable as of collectively, the date of Executive’s termination. If“Equity Documents”); provided, however, an outstanding equity and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award is to vest, and/or agreement: (i) in the amount of event that the award to vest, is to be determined, in part or in whole, based on the achievement of performance criteria, and the performance period for achievement of such performance will expire within the twelve (12) month period following Executive’s termination of employment, then the equity award will vest as to the amount of the equity award that would have vested had Executive remained employed through such twelve (12) month period and the determination of the achievement of the performance criteria employment is terminated by the Administrator (Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the amount Executive for a period of up to one year after the award vesting based upon the extent to which the performance criteria was so determined to have been achievedDate of Termination (as defined below). The settlement of any awards that vest pursuant to the preceding sentence shall take place at the time the Administrator determines to what extent the performance criteria , provided that, for the performance period have been achieved. If the performance period for achievement avoidance of such performance will not expire within the twelve (12) month period following Executive’s termination of employmentdoubt, the award will terminate unvested upon Executive’s termination and Executive will not be entitled to any shares or other payment of consideration with respect to the award. In addition, with respect to equity awards granted after the effective date of the Original Agreement, Executive will have twelve (12) months following any such termination of employment in which to exercise any stock options, stock appreciation rights, or similar rights to acquire Company common stock, but in no event will the Executive be eligible to receive any cash compensation from the Company during such equity award consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be permitted subject to be exercised beyond a consulting agreement that will contain, among other provisions, the earlier Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period; (ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the original maximum term then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such equity awards (if any) will be addressed in the applicable award or ten (10) years from the original grant date of such equity awardagreements.

Equity. Subject the following with respect to awards granted to you under the LTIP (or any predecessor plan to the remaining provisions LTIP): (I) All outstanding stock option awards (or portions thereof) that have not vested and become exercisable on the date of this paragraphsuch termination shall accelerate and vest immediately on the Release Effective Date (as defined in paragraph 7(i) above), and will continue to be exercisable until their expiration date; (II) All outstanding stock option awards (or portions thereof) that have previously vested and become exercisable by the date of such termination shall remain ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ as of July 1, 2017 exercisable until their expiration date; and (III) With respect to all outstanding RSU and other equity awards (or portions thereof) that have not vested on the date your employment is terminated, such awards (or portions thereof) shall accelerate and vest immediately on the Release Effective Date and be settled within ten (10) business days thereafter; provided, however, that with respect to RSUs and other equity awards which remain subject to performance-based vesting conditions on your termination date, in the event and limited to the extent that compliance with the performance-based compensation exception is required in order to ensure the deductibility of Executive’s unvested any such RSU or other equity award under Code Section 162(m), such RSU or other equity award shall vest if and outstanding to the extent the Committee certifies that the performance goal relating to such RSU or other equity award has been met, or, if later, the Release Effective Date, and shall be settled within ten (10) business days thereafter; provided, further, that with respect to RSUs and other equity awards which remain subject to performance-based vesting conditions on your termination date, in the event and limited to the extent that compliance with the performance-based compensation exception under Code Section 162(m) is not required in order to ensure the deductibility of any such RSU or other equity award, such RSU or other equity award shall immediately vest (with an assumption that the performance goal was achieved at target level, if and to the extent applicable) on the Release Effective Date and be settled within ten (10) business days thereafter; provided, further, that to the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by CBS) at the time of your termination and any portion of your RSUs or other equity awards that would have become vested had Executive remained in otherwise be settled during the employ of the Company for the twelve (12) six-month period following Executive’s your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such portion shall immediately vest and become exercisable as of the date of Executive’s termination. If, however, an outstanding equity award is to vest, and/or the amount of the award to vest, is to instead be determined, in part or in whole, based settled on the achievement of performance criteria, and the performance period for achievement of such performance will expire within the twelve (12) month period following Executive’s termination of employment, then the equity award will vest as to the amount of the equity award that would have vested had Executive remained employed through such twelve (12) month period and the determination of the achievement of the performance criteria by the Administrator (with the amount of the award vesting based upon the extent to which the performance criteria was so determined to have been achieved). The settlement of any awards that vest pursuant to the preceding sentence shall take place at the time the Administrator determines to what extent the performance criteria for the performance period have been achieved. If the performance period for achievement of such performance will not expire within the twelve (12) month period following Executive’s termination of employment, the award will terminate unvested upon Executive’s termination and Executive will not be entitled to any shares or other payment of consideration with respect to the award. In addition, with respect to equity awards granted after the effective date of the Original Agreement, Executive will have twelve (12) months following any such termination of employment in which to exercise any stock options, stock appreciation rights, or similar rights to acquire Company common stock, but in no event will such equity award be permitted to be exercised beyond the earlier of the original maximum term of such equity award or ten (10) years from the original grant date of such equity award.Permissible Payment Date; and

Equity. Subject to the remaining provisions of this paragraph, all of Executive’s unvested and The outstanding equity awards that would have become vested had Executive remained in the employ of the Company for the twelve (12“Equity Awards”) month period following Executive’s termination of employment shall immediately vest and become exercisable issued to Employee as of the date of Executive’s termination. IfSeparation Date, howeveras attached hereto in Exhibit A, an outstanding equity award is shall continue to vest, and/or vest through the amount last day of the award to vestTransition Period (as defined below) in accordance with the Company’s 2018 Equity Incentive Plan, is to be determined, in part or in whole, based on the achievement of performance criteriaCompany’s Amended and Restated 2011 Equity Incentive Plan, and the performance period for achievement of such performance will expire within Company’s 2014 Employment Commencement Incentive Plan, as amended (collectively, the twelve (12) month period following Executive’s termination of employment, then the equity award will vest as to the amount of the equity award that would have vested had Executive remained employed through such twelve (12) month period and the determination of the achievement of the performance criteria by the Administrator (with the amount of the award vesting based upon the extent to which the performance criteria was so determined to have been achieved“Equity Agreement”). The settlement of any awards that vest pursuant to Employee shall have no less than 12 months from the preceding sentence shall take place at the time the Administrator determines to what extent the performance criteria for the performance period have been achieved. If the performance period for achievement of such performance will not expire within the twelve Separation Date (12) month period following Executive’s termination of employment, the award will terminate unvested upon Executive’s termination and Executive will not be entitled to any shares or other payment of consideration with respect to the award. In addition, with respect to equity awards granted after the effective date of the Original Agreement, Executive will have twelve (12) months following any such termination of employment in which to exercise any stock options, stock appreciation rights, or similar rights to acquire Company common stock, but in no event will such equity award be permitted to be exercised beyond the earlier of the original maximum remaining term of such Equity Awards) to exercise any Equity Awards already vested as of Separation Date. Equity Awards that vest during the Transition Period shall be exercisable during the 90-day period following the termination of the Transition Period. All unvested Equity Awards as of the termination of the Consulting Period shall be immediately cancelled and forfeited. Employee’s rights with respect to Equity Awards giantdom/her shall be governed by the Equity Agreement, provided that nothing therein shall be construed in a manner that reduces the period of continued vesting or the period of exercisability identified in this Section 2(b). Employee acknowledges and agrees that except as otherwise stated in this paragraph, he/she does not now, and will not in the future, have rights to vest in any other stock options or equity award under any stock option or ten other equity plan (10of whatever name or kind) years from that Employee participated in, or was eligible to participate in, during his/her employment with the original grant date of such equity awardCompany.

Equity. (a) Subject to final approval by the remaining provisions Board and receipt of all other required approvals to be secured contemporaneously, through a Board of Director action, with the signing and approval of this paragraphAgreement, all effective on the Start Date, you will be awarded 1,165,532 Incentive Units, which equals 1% of Executivethe Company’s unvested and currently outstanding equity awards that would have become vested had Executive remained in the employ of the Company for the twelve (12) month period following Executive’s termination of employment shall immediately vest and become exercisable on a fully-diluted basis as of the date hereof, including for such purposes the conversion of Executive’s terminationall convertible securities (the “Equity Award”). If, however, an outstanding equity award is The Equity Award shall be subject to vest, and/or the amount terms and conditions set forth in the Amended and Restated Operating Agreement of the award Company, dated October 4, 2013, as amended and supplemented from time to vest, is to be determined, in part or in whole, based on time (the achievement of performance criteria“Operating Agreement”), and the performance period Company’s standard form agreement for achievement of such performance will expire within the twelve (12) month period following Executive’s termination of employment, then the equity award will vest as to the amount of the equity award that would have vested had Executive remained employed through such twelve (12) month period and the determination of the achievement of the performance criteria by the Administrator (with the amount of the award vesting based upon of Incentive Units (the extent to which the performance criteria was so determined to have been achieved“Grant Agreement”). The settlement Incentive Units will be issued with a Strike Price determined in accordance with the Operating Agreement. The Equity Award shall be subject to a four-year vesting schedule in which 25% of the Incentive Units subject to the Equity Award shall vest on the one-year anniversary of the Start Date and the remainder shall vest ratably on a monthly basis over the following 36 months, subject to continued employment. Notwithstanding the above, in the event that the Company terminates your employment without Cause or you resign with Good Reason (both as defined in the Grant Agreement), within 12 months following a Sale of the Company (as defined in the Grant Agreement), you shall immediately vest in all Incentive Units subject to the Equity Award. (b) The Board may also, in its discretion, award you additional Incentive Units subject to time based and/or performance based vesting. The terms of the Operating Agreement and any associated award agreement (collectively the “Equity Documents”) shall apply to any equity grant. In the event of any awards that vest pursuant to conflict between the preceding sentence shall take place at terms set forth in this Agreement and the time terms of the Administrator determines to what extent the performance criteria for the performance period have been achieved. If the performance period for achievement of such performance will not expire within the twelve (12) month period following Executive’s termination of employmentEquity Documents, the award will terminate unvested upon Executive’s termination and Executive will not be entitled to any shares or other payment of consideration with respect to the award. In addition, with respect to equity awards granted after the effective date terms of the Original Agreement, Executive will have twelve (12) months following any such termination of employment in which to exercise any stock options, stock appreciation rights, or similar rights to acquire Company common stock, but in no event will such equity award be permitted to be exercised beyond the earlier of the original maximum term of such equity award or ten (10) years from the original grant date of such equity awardEquity Documents shall control.

Equity. Subject except as provided in paragraph 7(h)(ix) below, the following with respect to awards granted to you under the LTIP (or any predecessor plan to the remaining provisions LTIP): ▇▇▇▇▇ ▇▇▇▇▇▇ as of this paragraphAugust 13, 2019 (A) All stock option awards (or portions thereof) that have not vested and become exercisable on the date of such termination shall accelerate and vest immediately on the Release Effective Date (as defined in paragraph 7(k) herein), and will continue to be exercisable until their expiration date; (B) All stock option awards (or portions thereof) that have previously vested and become exercisable by the date of such termination shall remain exercisable until their expiration date; and (C) With respect to all awards of Executive’s unvested RSUs and outstanding other equity awards (or portions thereof) that have not vested on the date your employment is terminated, such awards shall accelerate and vest immediately on the Release Effective Date and be settled within ten (10) business days thereafter; provided, however, that with respect to any RSU and other equity awards that remain subject to performance-based vesting conditions on your termination date, such award shall immediately vest (with an assumption that the performance goal was achieved at target level, if and to the extent applicable) on the Release Effective Date and be settled within ten (10) business days thereafter. Notwithstanding the foregoing, to the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by the Company) at the time of your termination and any portion of your RSUs or other equity awards that would have become vested had Executive remained in otherwise be settled during the employ of the Company for the twelve (12) six-month period following Executive’s your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such portion shall immediately vest and become exercisable as of the date of Executive’s termination. If, however, an outstanding equity award is to vest, and/or the amount of the award to vest, is to instead be determined, in part or in whole, based settled on the achievement of performance criteria, and the performance period for achievement of such performance will expire within the twelve (12) month period following Executive’s termination of employment, then the equity award will vest as to the amount of the equity award that would have vested had Executive remained employed through such twelve (12) month period and the determination of the achievement of the performance criteria by the Administrator (with the amount of the award vesting based upon the extent to which the performance criteria was so determined to have been achieved). The settlement of any awards that vest pursuant to the preceding sentence shall take place at the time the Administrator determines to what extent the performance criteria for the performance period have been achieved. If the performance period for achievement of such performance will not expire within the twelve (12) month period following Executive’s termination of employment, the award will terminate unvested upon Executive’s termination and Executive will not be entitled to any shares or other payment of consideration with respect to the award. In addition, with respect to equity awards granted after the effective date of the Original Agreement, Executive will have twelve (12) months following any such termination of employment in which to exercise any stock options, stock appreciation rights, or similar rights to acquire Company common stock, but in no event will such equity award be permitted to be exercised beyond the earlier of the original maximum term of such equity award or ten (10) years from the original grant date of such equity award.Permissible Payment Date; and

Equity. Subject the following with respect to awards granted to you under the LTIP (or any predecessor plan to the remaining provisions of this paragraph, all of Executive’s unvested and LTIP): (I) All outstanding equity stock option awards (or portions thereof) that would have become not fully vested had Executive remained in the employ of the Company for the twelve (12) month period following Executive’s termination of employment shall immediately vest and become exercisable as of on or before the date of Executive’s termination. Ifsuch termination shall accelerate and vest immediately on the Release Effective Date (as defined in paragraph 7(i) below), however, an outstanding equity award is to vest, and/or the amount of the award to vest, is and will continue to be determined▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ as of July 1, in part or in whole, based on 2017 exercisable until the achievement greater of performance criteria, and the performance period for achievement of such performance will expire within the twelve thirty (12) month period following Executive’s termination of employment, then the equity award will vest as to the amount of the equity award that would have vested had Executive remained employed through such twelve (12) month period and the determination of the achievement of the performance criteria by the Administrator (with the amount of the award vesting based upon the extent to which the performance criteria was so determined to have been achieved). The settlement of any awards that vest pursuant to the preceding sentence shall take place at the time the Administrator determines to what extent the performance criteria for the performance period have been achieved. If the performance period for achievement of such performance will not expire within the twelve (12) month period following Executive’s termination of employment, the award will terminate unvested upon Executive’s termination and Executive will not be entitled to any shares or other payment of consideration with respect to the award. In addition, with respect to equity awards granted after the effective date of the Original Agreement, Executive will have twelve (1230) months following any such the termination date or the period provided in accordance with the terms of employment in which to exercise any stock options, stock appreciation rights, or similar rights to acquire Company common stockthe grant, but in no event will later than their expiration date. (II) All outstanding stock option awards (or portions thereof) that have previously vested and become exercisable by the date of such equity award be permitted to be exercised beyond termination shall remain exercisable until the earlier greater of thirty (30) months following the termination date or the period provided in accordance with the terms of the original maximum term of such grant, but in no event later than their expiration date. (III) All outstanding RSU and other equity award awards (or portions thereof) that have not vested on or before the termination date shall accelerate and vest immediately on the Release Effective Date and be settled within ten (10) years from business days thereafter; provided, however, that with respect to RSUs and other equity awards which remain subject to performance-based vesting conditions on your termination date, in the original grant date event and limited to the extent that compliance with the performance-based compensation exception is required in order to ensure the deductibility of any such RSU or other equity award under Section 162(m) of the Internal Revenue Code of 1986, as amended (“Code Section 162(m)”), such RSU or other equity award shall vest if and to the extent the Committee certifies that the performance goal relating to such RSU or other equity award has been met, or, if later, the Release Effective Date, and shall be settled within ten (10) business days thereafter; provided, further, that with respect to RSUs and other equity awards which remain subject to performance-based vesting conditions on your termination date, in the event and to the extent that compliance with the performance-based compensation exception under Code Section 162(m) is not required in order to ensure the deductibility of any such RSU or other equity award, such RSU or other equity award shall immediately vest (with an assumption that the performance goal was achieved at target level, if and to the extent applicable) on the Release Effective Date and be settled within ten (10) business days thereafter; provided, further, that to the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by CBS) at the time of your termination and any portion of your RSUs or other equity awards that would otherwise be settled during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such portion shall be settled on the Permissible ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ as of July 1, 2017 Payment Date.

Equity. Subject (a) The Executive shall be granted an award of time-vested restricted stock units (“RSUs”) under the Company’s 2022 long-term incentive program, with a value of $949,200. This award is scheduled to the remaining provisions of this paragraph, all of Executive’s unvested and outstanding equity awards that would have become vested had Executive remained vest in the employ of the Company for the twelve (12) month period following Executive’s termination of employment shall immediately vest and become exercisable as of full one year from the date of Executive’s termination. If, however, an outstanding equity award grant and is otherwise subject to vest, and/or the amount terms and conditions of the award to vest, is to be determined, in part or in whole, based on agreement evidencing such award. The award agreement shall provide that upon termination of the achievement of performance criteria, and the performance period for achievement of such performance will expire within the twelve (12) month period following Executive’s employment or consulting role, as applicable (other than a termination of employment, then resulting from a Disqualifying Termination or the equity award will vest as to the amount completion of the equity award that would have vested had Executive remained employed through such twelve (12) month period and the determination of the achievement of the performance criteria by the Administrator (Executive’s employment on June 30, 2022 or consulting role on December 31, 2022 in accordance with the amount terms of the award vesting based upon the extent to which the performance criteria was so determined to have been achievedthis Agreement). The settlement of any awards that vest pursuant to the preceding sentence shall take place at the time the Administrator determines to what extent the performance criteria for the performance period have been achieved. If the performance period for achievement of such performance will not expire within the twelve (12) month period following Executive’s termination of employment, the award will terminate unvested upon Executive’s termination and Executive will not be entitled to any shares or other payment of consideration all remaining restrictions with respect to the award shall be waived and the award shall immediately and fully vest, and upon termination of the Executive’s employment or consulting role resulting from a Disqualifying Termination, the award, to the extent unvested, shall be immediately forfeited. (b) The Executive’s ▇▇▇▇ ▇▇▇ award, with a grant date of March 1, 2019, shall remain outstanding and continue to vest in accordance with, and subject to, its terms. In additionNotwithstanding the foregoing, upon termination of the Executive’s employment (other than a termination resulting from a Disqualifying Termination), all remaining restrictions with respect to equity awards granted after the effective date award shall be waived and the award shall immediately and fully vest. Upon termination of the Original AgreementExecutive’s employment resulting from a Disqualifying Termination, Executive will have twelve the award, to the extent unvested, shall be immediately forfeited. (12c) months following any such termination of employment in which to exercise any The Executive’s 2019 performance stock optionsunit (“PSU”) award, stock appreciation rights, or similar rights to acquire Company common stock, but in no event will such equity award be permitted to be exercised beyond the earlier of the original maximum term of such equity award or ten (10) years from the original with a grant date of March 1, 2019, shall remain outstanding and continue to vest in accordance with, and subject to, its terms. (d) The Executive’s 2020 PSU award, with a grant date of March 1, 2020, shall remain outstanding and continue to vest in accordance with, and subject to, its terms. Notwithstanding the foregoing, upon termination of the Executive’s employment (other than a termination resulting from a Disqualifying Termination), the award shall vest upon such termination event and remain outstanding, with the number of earned shares to be determined based on achievement of the pre-established performance metrics and otherwise subject to the terms and conditions of the PSU award. Any earned shares will be paid to the Executive at the same time that PSU awards are paid to other participants in the long-term incentive program generally. Upon termination of the Executive’s employment resulting from a Disqualifying Termination, the award, to the extent unvested, shall be immediately forfeited. (e) The Executive’s ▇▇▇▇ ▇▇▇ award, with a grant date of March 1, 2021, shall remain outstanding and continue to vest in accordance with, and subject to, its terms. For purposes of the award agreement evidencing the ▇▇▇▇ ▇▇▇ award, the date of “Retirement” is June 30, 2022. Notwithstanding the foregoing, upon termination of the Executive’s employment (other than a termination resulting from a Disqualifying Termination), all remaining restrictions with respect to the award shall be waived and the award shall immediately and fully vest. Upon termination of the Executive’s employment resulting from a Disqualifying Termination, the award, to the extent unvested, shall be immediately forfeited. (f) The Executive’s 2021 PSU award, with a grant date of March 1, 2021, shall remain outstanding and continue to vest in accordance with, and subject to, its terms. For purposes of the award agreement evidencing the 2021 PSU award, the date of “Retirement” is June 30, 2022. Notwithstanding the foregoing, upon termination of the Executive’s employment (other than a termination resulting from a Disqualifying Termination), the award shall vest upon such termination event and remain outstanding, with the number of earned shares to be determined based on achievement of the pre-established performance metrics and otherwise subject to the terms and conditions of the PSU award. Any earned shares will be paid to the Executive at the same time that PSU awards are paid to other participants in the long-term incentive program generally. Upon termination of the Executive’s employment resulting from a Disqualifying Termination, the award, to the extent unvested, shall be immediately forfeited. (g) The Executive’s 2021 performance cash unit (“PCU”) award, with a grant date of March 1, 2021, shall remain outstanding and continue to vest in accordance with, and subject to, its terms. For purposes of the award agreement evidencing the 2021 PCU award, the date of “Retirement” is June 30, 2022. Notwithstanding the foregoing, upon termination of the Executive’s employment (other than a termination resulting from a Disqualifying Termination), the award shall vest upon such termination event and remain outstanding, with the number of earned units to be determined based on achievement of the pre-established performance metrics and otherwise subject to the terms and conditions of the PCU award. Any earned shares will be paid to the Executive at the same time that PCU awards are paid to other participants in the long-term incentive program generally. Upon termination of the Executive’s employment resulting from a Disqualifying Termination, the award, to the extent unvested, shall be immediately forfeited. (h) In the event of a Change in Control, the treatment of Executive’s outstanding equity awardawards shall be governed by the terms of the Company’s Incentive Stock Plan.

Equity. Subject i. Except as provided in Sections 3.b.iii. and 3.b.iv. below, Executive’s Company Restricted Stock Awards (including Executive’s Outperformance Grant and Executive’s Earn out Award) and Executive’s Option Awards shall continue to vest for the remaining provisions of this paragraph, all duration of Executive’s Consultancy. The terms and conditions of each equity award shall continue to be governed by the award agreement and the plan under which such award was granted (including the 2021 Omnibus Incentive Plan). For the avoidance of doubt, any performance-based awards remain subject to any and all performance-based requirements set forth therein. ii. All outstanding equity awards with performance-based vesting that have not satisfied all performance-based requirements as set forth in the award agreement and plan as of the termination of the Consultancy shall be forfeited as of the termination of the Consultancy. iii. If the Consultancy is expired by its own terms, or terminated by the Company without Cause (as defined in the Consulting Agreement) or by reason of Executive’s death or Disability (as defined below), then at the termination of the Consultancy, any unvested and portion of such outstanding equity awards that would have are subject to time-vesting shall become vested on such date to the extent that the awards would otherwise have vested if the Consultancy had Executive remained continued through June 15, 2025. For purposes of this Section 3.b.iii., “Disability” shall mean that the Executive, in the employ opinion of a physician, is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. The terms and conditions of each equity award as provided in the award agreement and the plan under which such award was granted shall continue to apply. For the avoidance of doubt, any restrictions regarding the timing to exercise an Option Award shall be limited to the period provided by the award agreement and plan and the measurement shall begin on the date the Consultancy terminates. For example, if the award agreement provides for ninety (90) days to exercise following a termination from service, Executive shall have ninety (90) days following the termination of the Company for the twelve (12) month period following Executive’s termination of employment shall immediately vest and become exercisable as of the date of Executive’s termination. If, however, an outstanding equity award is to vest, and/or the amount of the award to vest, is to be determined, in part or in whole, based on the achievement of performance criteria, and the performance period for achievement of such performance will expire Consultancy within the twelve (12) month period following Executive’s termination of employment, then the equity award will vest as to the amount of the equity award that would have vested had Executive remained employed through such twelve (12) month period and the determination of the achievement of the performance criteria by the Administrator (with the amount of the award vesting based upon the extent to which the performance criteria was so determined to have been achieved). The settlement of any awards that vest pursuant to the preceding sentence shall take place at the time the Administrator determines to what extent the performance criteria for the performance period have been achieved. If the performance period for achievement of such performance will not expire within the twelve (12) month period following Executive’s termination of employment, the award will terminate unvested upon Executive’s termination and Executive will not be entitled to any shares or other payment of consideration with respect to the award. In addition, with respect to equity awards granted after the effective date of the Original Agreement, Executive will have twelve (12) months following any such termination of employment in which to exercise any stock optionsthe awards. Notwithstanding the foregoing, stock appreciation rights, or similar rights to acquire Company common stock, but the following shall apply in no the event will such equity award be permitted to be exercised beyond the earlier of the original maximum term of such equity award or ten (10) years from the original grant date of such equity award.a Change in Control:

Equity. Subject Vesting of your Equity awards (other than stock options) that were granted as of your Separation Date under the terms of the Company’s current Equity Incentive Plan will continue until and then cease as of one year-after the Separation Date; provided that to the remaining provisions of this paragraph, all of Executive’s unvested and outstanding equity awards that would have become vested had Executive remained in the employ extent required by Section 409A of the Company Internal Revenue Code of 1986, as amended (the “Code”), for awards designed to be exempt from or comply with Section 409A of the twelve Code, to the extent required to continue to be exempt or maintain compliance with Section 409A of the Code, you shall receive vesting credit of one (121) month period following Executive’s termination of employment year and such awards shall immediately vest and become exercisable as of the date Separation Date and shall be otherwise settled in accordance with the terms of Executive’s terminationthe underlying award agreements in order to maintain such exemption or compliance with Section 409A of the Code. IfFor the avoidance of doubt, howeveruntil August 1, an outstanding equity award is 2024, your Company PSUs and RSUs shall continue to vest, and/or the amount of the award to vest, is to shall be determined, in part or in whole, based on the achievement of performance criteriafreely exercisable by you as applicable, and the performance period for achievement of such performance will expire within the twelve (12) month period following Executive’s termination of employment, then the equity award will vest as to the amount of the equity award that would have vested had Executive remained employed through such twelve (12) month period and the determination of the achievement of the performance criteria by the Administrator (with the amount of the award vesting based upon the extent to which the performance criteria was so determined to have been achieved). The settlement of any awards that vest pursuant to the preceding sentence shall take place at the time the Administrator determines to what extent the performance criteria for the performance period have been achieved. If the performance period for achievement of such performance will not expire within the twelve (12) month period following Executive’s termination of employment, the award will terminate unvested upon Executive’s termination and Executive will not be entitled subject to any shares forfeiture, forced repurchase or other payment similar provisions, as set forth on Exhibit B. Your stock options will stop vesting as of consideration with respect to the award. In addition, with respect to equity awards granted after the effective date of the Original Agreement, Executive will have twelve (12) months following any such termination of employment in which your Separation Date and your right to exercise any stock optionsoptions with respect to vested shares, stock appreciation rightsand all other rights and obligations with respect to your equity, will be as set forth in your equity agreement, grant notice and applicable plan documents (collectively, “Equity Documents”). Provided that you satisfy the Severance Preconditions, notwithstanding any term in the Equity Documents or similar rights other documents to acquire Company common stockthe contrary, but in no event will such equity award be permitted to be exercised beyond you shall have until the earlier of (i) the original maximum term 24-month anniversary of such equity award or ten the Separation Date and (10ii) years from the original grant normal expiration date of such each applicable stock option award to exercise any stock options that were vested and outstanding as of the Separation Date. For the avoidance of doubt, you acknowledge that you shall not be eligible for an annual equity awardgrant with respect to 2023.

Equity. Subject the following with respect to awards granted to you under the LTIP (or any predecessor plan to the remaining provisions LTIP): (I) All outstanding stock option awards (or portions thereof) that have not vested and become exercisable on the date of this paragraphsuch termination, all but which would otherwise vest on or before the end of Executive’s unvested and outstanding equity awards that would have become vested had Executive remained in the employ of the Company for the twelve an eighteen (1218) month period thereafter, shall accelerate and vest immediately on the Release Effective Date, and will continue to be exercisable until the greater of eighteen (18) months following Executive’s the termination date or the period provided in accordance with the terms of employment the grant; provided, ▇▇▇ ▇▇▇▇▇▇▇▇ as of July 1, 2016 however, that in no event shall immediately vest the exercise period extend beyond their expiration date. (II) All outstanding stock option awards (or portions thereof) that have previously vested and become exercisable as of by the date of Executive’s termination. Ifsuch termination shall remain exercisable until the greater of eighteen (18) months following the termination date or the period provided in accordance with the terms of the grant; provided, however, an outstanding equity award is to vest, and/or the amount of the award to vest, is to be determined, in part or in whole, based on the achievement of performance criteria, and the performance period for achievement of such performance will expire within the twelve (12) month period following Executive’s termination of employment, then the equity award will vest as to the amount of the equity award that would have vested had Executive remained employed through such twelve (12) month period and the determination of the achievement of the performance criteria by the Administrator (with the amount of the award vesting based upon the extent to which the performance criteria was so determined to have been achieved). The settlement of any awards that vest pursuant to the preceding sentence shall take place at the time the Administrator determines to what extent the performance criteria for the performance period have been achieved. If the performance period for achievement of such performance will not expire within the twelve (12) month period following Executive’s termination of employment, the award will terminate unvested upon Executive’s termination and Executive will not be entitled to any shares or other payment of consideration with respect to the award. In addition, with respect to equity awards granted after the effective date of the Original Agreement, Executive will have twelve (12) months following any such termination of employment in which to exercise any stock options, stock appreciation rights, or similar rights to acquire Company common stock, but in no event will such equity award shall the exercise period extend beyond their expiration date. (III) All Accelerated Share Awards shall accelerate and vest immediately on the Release Effective Date and be permitted to be exercised beyond the earlier of the original maximum term of such equity award or settled within ten (10) years from business days thereafter; provided, however, that with respect to Accelerated Share Awards that remain subject to performance-based vesting conditions on your termination date, in the original grant date event and limited to the extent that compliance with the performance-based compensation exception is required in order to ensure the deductibility of any such Accelerated Share Award under Code Section 162(m), such Accelerated Share Award shall vest if and to the extent the Committee certifies that a level of the performance goal(s) relating to such Accelerated Share Award has been met, or, if later, the Release Effective Date, and shall be settled within ten (10) business days thereafter; provided, further, that with respect to Accelerated Share Awards that remain subject to performance-based vesting conditions on your termination date, in the event and to the extent that compliance with the performance-based compensation exception under Code Section 162(m) is not required in order to ensure the deductibility of any such Accelerated Share Award, such Accelerated Share Award shall immediately vest (with an assumption that the performance goal(s) were achieved at target level, if and to the extent applicable) on the Release Effective Date and be settled within ten (10) business days thereafter; provided, further, that to the extent any RSUs and other equity awards (or portions thereof) granted prior to the Effective Date constitute “deferred compensation” within the meaning of Section 409A, then, subject to the requirement that settlement of such equity awardawards be delayed until the Permissible Payment Date, such awards shall immediately vest on the Release Effective Date, but settlement of such awards shall occur in accordance with the established vesting and settlement ▇▇▇ ▇▇▇▇▇▇▇▇ as of July 1, 2016 schedule for such awards as though their vesting were not accelerated pursuant to this clause (E)(III). Notwithstanding the foregoing, to the extent that you are a “specified employee” (within the meaning of Section 409A and determined pursuant to procedures adopted by CBS) at the time of your termination and any portion of your Accelerated Share Awards that would otherwise be settled during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Section 409A, such portion shall instead be settled on the Permissible Payment Date.

Equity. Subject the following with respect to awards granted to you under the LTIP (or any predecessor plan to the remaining provisions LTIP): (I) All stock option awards (or portions thereof) that have not vested and become exercisable on the date of this paragraphsuch termination shall accelerate and vest immediately on the Release Effective Date (as defined in paragraph 7(i) above), and will continue to be exercisable until their expiration date; (II) All stock option awards (or portions thereof) that have previously vested and become exercisable by the date of such termination shall remain exercisable until their expiration date; and (III) With respect to all awards of Executive’s unvested RSUs and outstanding other equity awards (or portions thereof) that have not vested on the date your employment is terminated, such awards shall accelerate and vest immediately on the Release Effective Date and be settled within ten (10) business days thereafter; provided, however, that with respect to any RSU and other equity awards that remain subject to performance-based vesting conditions on your termination date, in the event and limited to the extent that ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as of January 1, 2019 compliance with the performance-based compensation exception is required in order to ensure the deductibility of any such RSU or other equity award under Code Section 162(m), such award shall vest if and to the extent the Compensation Committee certifies that the performance goal relating to such award has been met, or, if later, the Release Effective Date, and shall be settled within ten (10) business days thereafter; provided, further, that with respect to any RSU and other equity awards that remain subject to performance-based vesting conditions on your termination date, in the event and to the extent that compliance with the performance-based compensation exception under Code Section 162(m) is not required in order to ensure the deductibility of any such RSU or other equity award, such award shall immediately vest (with an assumption that the performance goal was achieved at target level, if and to the extent applicable) on the Release Effective Date and be settled within ten (10) business days thereafter. Notwithstanding the foregoing, to the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by CBS) at the time of your termination and any portion of your RSUs or other equity awards that would have become vested had Executive remained in otherwise be settled during the employ of the Company for the twelve (12) six-month period following Executive’s your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such portion shall immediately vest and become exercisable as of the date of Executive’s termination. If, however, an outstanding equity award is to vest, and/or the amount of the award to vest, is to instead be determined, in part or in whole, based settled on the achievement of performance criteria, and the performance period for achievement of such performance will expire within the twelve (12) month period following Executive’s termination of employment, then the equity award will vest as to the amount of the equity award that would have vested had Executive remained employed through such twelve (12) month period and the determination of the achievement of the performance criteria by the Administrator (with the amount of the award vesting based upon the extent to which the performance criteria was so determined to have been achieved). The settlement of any awards that vest pursuant to the preceding sentence shall take place at the time the Administrator determines to what extent the performance criteria for the performance period have been achieved. If the performance period for achievement of such performance will not expire within the twelve (12) month period following Executive’s termination of employment, the award will terminate unvested upon Executive’s termination and Executive will not be entitled to any shares or other payment of consideration with respect to the award. In addition, with respect to equity awards granted after the effective date of the Original Agreement, Executive will have twelve (12) months following any such termination of employment in which to exercise any stock options, stock appreciation rights, or similar rights to acquire Company common stock, but in no event will such equity award be permitted to be exercised beyond the earlier of the original maximum term of such equity award or ten (10) years from the original grant date of such equity award.Permissible Payment Date; and

Equity. Subject the following with respect to awards granted to you under the LTIP (or any predecessor plan to the remaining provisions LTIP): (I) All stock option awards (or portions thereof) that have not vested and become exercisable on the date of this paragraphsuch termination shall accelerate and vest immediately on the Release Effective Date (as defined in paragraph 7(i) above), and will continue to be exercisable until their expiration date; (II) All stock option awards (or portions thereof) that have previously vested and become exercisable by the date of such termination shall remain exercisable until their expiration date; and (III) With respect to all awards of Executive’s unvested RSUs and outstanding other equity awards (or portions thereof) that have not vested on the date your employment is terminated, such awards shall accelerate and vest immediately on the Release Effective Date and be settled within ten (10) business days thereafter; provided, however, that with respect to any RSU and other equity awards that remain subject to performance-based vesting conditions on your termination date, in the event and limited to the extent that compliance with the performance-based compensation ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as of January 1, 2019 exception is required in order to ensure the deductibility of any such RSU or other equity award under Code Section 162(m), such award shall vest if and to the extent the Committee certifies that the performance goal relating to such award has been met, or, if later, the Release Effective Date, and shall be settled within ten (10) business days thereafter; provided, further, that with respect to any RSU and other equity awards that remain subject to performance-based vesting conditions on your termination date, in the event and to the extent that compliance with the performance-based compensation exception under Code Section 162(m) is not required in order to ensure the deductibility of any such RSU or other equity award, such award shall immediately vest (with an assumption that the performance goal was achieved at target level, if and to the extent applicable) on the Release Effective Date and be settled within ten (10) business days thereafter. Notwithstanding the foregoing, to the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by CBS) at the time of your termination and any portion of your RSUs or other equity awards that would have become vested had Executive remained in otherwise be settled during the employ of the Company for the twelve (12) six-month period following Executive’s your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such portion shall immediately vest and become exercisable as of the date of Executive’s termination. If, however, an outstanding equity award is to vest, and/or the amount of the award to vest, is to instead be determined, in part or in whole, based settled on the achievement of performance criteria, and the performance period for achievement of such performance will expire within the twelve (12) month period following Executive’s termination of employment, then the equity award will vest as to the amount of the equity award that would have vested had Executive remained employed through such twelve (12) month period and the determination of the achievement of the performance criteria by the Administrator (with the amount of the award vesting based upon the extent to which the performance criteria was so determined to have been achieved). The settlement of any awards that vest pursuant to the preceding sentence shall take place at the time the Administrator determines to what extent the performance criteria for the performance period have been achieved. If the performance period for achievement of such performance will not expire within the twelve (12) month period following Executive’s termination of employment, the award will terminate unvested upon Executive’s termination and Executive will not be entitled to any shares or other payment of consideration with respect to the award. In addition, with respect to equity awards granted after the effective date of the Original Agreement, Executive will have twelve (12) months following any such termination of employment in which to exercise any stock options, stock appreciation rights, or similar rights to acquire Company common stock, but in no event will such equity award be permitted to be exercised beyond the earlier of the original maximum term of such equity award or ten (10) years from the original grant date of such equity award.Permissible Payment Date; and

Equity. Subject the following with respect to awards granted to you under the LTIP (or any predecessor plan to the remaining provisions of this paragraph, all of Executive’s unvested and LTIP): (I) All outstanding equity stock option awards (or portions thereof) that would have become not fully vested had Executive remained in the employ of the Company for the twelve (12) month period following Executive’s termination of employment shall immediately vest and become exercisable as of on or before the date of Executive’s termination. Ifsuch termination shall accelerate and vest immediately on the Release Effective Date (as defined in paragraph 7(i) below), however, an outstanding equity award is to vest, and/or the amount of the award to vest, is and will continue to be determined, in part or in whole, based on exercisable until the achievement greater of performance criteria, and the performance period for achievement of such performance will expire within the twelve thirty (12) month period following Executive’s termination of employment, then the equity award will vest as to the amount of the equity award that would have vested had Executive remained employed through such twelve (12) month period and the determination of the achievement of the performance criteria by the Administrator (with the amount of the award vesting based upon the extent to which the performance criteria was so determined to have been achieved). The settlement of any awards that vest pursuant to the preceding sentence shall take place at the time the Administrator determines to what extent the performance criteria for the performance period have been achieved. If the performance period for achievement of such performance will not expire within the twelve (12) month period following Executive’s termination of employment, the award will terminate unvested upon Executive’s termination and Executive will not be entitled to any shares or other payment of consideration with respect to the award. In addition, with respect to equity awards granted after the effective date of the Original Agreement, Executive will have twelve (1230) months following any such the termination date or the period provided in accordance with the terms of employment in which to exercise any stock options, stock appreciation rights, or similar rights to acquire Company common stockthe grant, but in no event will later than their expiration date. (II) All outstanding stock option awards (or portions thereof) that have previously vested and become exercisable by the date of such equity award be permitted to be exercised beyond termination shall remain exercisable until the earlier greater of thirty (30) months following the termination date or the period provided in accordance with the terms of the original maximum term of such grant, but in no event later than their expiration date. (III) All outstanding RSU and other equity award awards (or portions thereof) that have not vested on or before the termination date shall accelerate and vest immediately on the Release Effective Date and be settled within ten (10) years from business days thereafter; provided, however, that with respect to RSUs and other equity awards which remain subject to performance-based vesting conditions on your termination date, in the original grant date event and limited to the extent that compliance with the performance-based compensation exception is required in order to ensure the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ as of July 1, 2017 deductibility of any such RSU or other equity award under Code Section 162(m), such RSU or other equity award shall vest if and to the extent the Committee certifies that the performance goal relating to such RSU or other equity award has been met, or, if later, the Release Effective Date, and shall be settled within ten (10) business days thereafter; provided, further, that with respect to RSUs and other equity awards which remain subject to performance-based vesting conditions on your termination date, in the event and to the extent that compliance with the performance-based compensation exception under Code Section 162(m) is not required in order to ensure the deductibility of any such RSU or other equity award, such RSU or other equity award shall immediately vest (with an assumption that the performance goal was achieved at target level, if and to the extent applicable) on the Release Effective Date and be settled within ten (10) business days thereafter; provided, further, that to the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by CBS) at the time of your termination and any portion of your RSUs or other equity awards that would otherwise be settled during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such portion shall be settled on the Permissible Payment Date.

Equity. Subject In addition to the remaining provisions of this paragraph, all of Executive’s unvested and outstanding any equity awards that would have become vested had Executive remained previously granted to you, you shall continue to be eligible for further equity awards from time to time as determined by the Board in its sole discretion. All equity awards shall be governed in all respects by the employ terms of the Company for the twelve (12) month period following Executive’s termination of employment shall immediately vest applicable written agreements and become exercisable plan documents. You acknowledge and agree that all equity awards referenced in your Offer Letter to which you are entitled as of the date of Executivethis Agreement have been granted such that the Company owes you no further obligations relating to such equity awards. In the event of a Change in Control (as defined in the Company’s termination. IfAmended and Restated 2016 Equity Incentive Plan), howeverall shares, an options and other securities subject to unvested equity awards (other than the portion of such equity awards that would otherwise have vested during the six-month period after the date of such Change in Control (the “Carved Out Equity”)) that are outstanding equity award is to vest, and/or the amount as of the award date of this Agreement will become fully vested and exercisable and no longer subject to vestany restrictions or forfeiture upon such Change in Control. The Carved Out Equity shall, subject to your continued employment with the Company or its successor in such Change in Control, continue to vest over the first six months after the date of the Change in Control in accordance with the vesting schedule in effect prior to the Change in Control; provided, that in the event your employment is terminated either by the Company (or its successor) without Cause (as defined in the Severance Plan referenced in Section 9 below) or by you for Good Reason (as defined in the Severance Plan referenced in Section 9 below) then all such Carved Out Equity shall immediately become fully vested and exercisable and no longer subject to be determined, in part any restrictions or in whole, based on the achievement of performance criteria, and the performance period for achievement of such performance will expire within the twelve (12) month period following Executive’s forfeiture. If a termination of employmentemployment occurs as specified in the immediately preceding sentence, then the accelerated vesting of all equity award will vest as described in this paragraph would be in addition to the amount your receipt of the equity award that would have vested had Executive remained employed through such twelve (12) month period and other Severance Benefits under the determination Company’s Severance Plan, as referenced in Section 9 below. For purposes of the achievement of the performance criteria by the Administrator (with the amount of the award vesting based upon the extent to which the performance criteria was so determined to have been achieved). The settlement of any awards that vest pursuant to the preceding sentence clarity, this Section 6 shall take place at the time the Administrator determines to what extent the performance criteria for the performance period have been achieved. If the performance period for achievement of such performance will not expire within the twelve (12) month period following Executive’s termination of employment, the award will terminate unvested upon Executive’s termination and Executive will not be entitled apply to any shares or other payment of consideration with respect to the award. In addition, with respect to equity awards granted after the effective date of the Original this Agreement, Executive will have twelve (12) months following any such termination of employment in which to exercise any stock options, stock appreciation rights, or similar rights to acquire Company common stock, but in no event will such equity award be permitted to be exercised beyond the earlier of the original maximum term of such equity award or ten (10) years from the original grant date of such equity award.

Equity. Subject to the remaining provisions approval of this paragraphthe Compensation Committee of the Board, all the Company shall award Executive a number of Executive’s unvested shares of restricted stock and outstanding equity awards that would have become vested had Executive remained in the employ performance stock units of the Company with an aggregate value of $2,175,000 based on the average closing price per share for the thirty (30) day trading period prior to the Effective Date (the “Restricted Shares”). The Restricted Shares shall be granted pursuant to the Company’s 2013 Equity Incentive Award Plan (the “Plan”) as soon as practicable following the Effective Date. The Restricted Shares shall be governed by and shall be subject to the terms and conditions set forth in the Plan and an award agreement to be provided by the Company. (i) 67% of the Restricted Shares (the “Time-Based Shares”) shall vest as follows: a. if Executive’s employment with the Company is terminated by the Company without Cause on or prior to the six (6) month anniversary of the Effective Date, then the Executive shall be vested in fifty percent (50%) of Time-Based Shares. b. if Executive’s employment with the Company is terminated by the Company without Cause following the six (6) month anniversary of the Effective Date, but prior to the twelve (12) month period following Executive’s termination of employment shall immediately vest and become exercisable as anniversary of the date of Executive’s termination. IfEffective Date, however, an outstanding equity award is to vest, and/or then the amount Executive shall be vested in a pro-rata portion of the award to vest, is to be determined, in part or in whole, Time-Based Shares based on the achievement number of performance criteria, and days employed from the performance period for achievement of such performance will expire within Effective Date to the twelve (12) month period following anniversary of the date of grant. c. if Executive’s termination of employment, then the equity award will vest as to the amount of the equity award that would have vested had Executive remained employed through such twelve (12) month period and the determination of the achievement of the performance criteria by the Administrator (employment with the amount of the award vesting based upon the extent to which the performance criteria was so determined to have been achieved). The settlement of any awards that vest pursuant to the preceding sentence shall take place at the time the Administrator determines to what extent the performance criteria for the performance period have been achieved. If the performance period for achievement of such performance will not expire within Company continues through the twelve (12) month period following anniversary of the Effective Date, or if the Executive is terminated due to her death or Disability and such death or Disability results from events or circumstances occurring while Executive is traveling for business inside or outside the United States, then the Executive shall be vested in all of the Time-Based Shares. (ii) 33% of the Restricted Shares (the “Performance-Based Shares”) shall vest as follows: a. if Executive’s termination employment with the Company is terminated by the Company without Cause on or prior to the six (6) month anniversary of employmentthe Effective Date, then the award will terminate unvested upon Executive shall be vested in fifty percent (50%) of the Performance-Based Shares as of October 26, 2019, based on actual performance and subject to confirmation by the Compensation Committee of achievement of the Performance Metrics; b. if Executive’s termination and Executive will not be entitled to any shares or other payment employment with the Company is terminated by the Company without Cause following the six (6) month anniversary of consideration with respect the Effective Date, but prior to the award. In addition, with respect to equity awards granted after the effective date of the Original Agreement, Executive will have twelve (12) months following any such termination month anniversary of the Effective Date, then the Executive shall be vested in a pro-rata portion of the Performance-Based Shares based on the number of days employed from the Effective Date to October 26, 2019, based on actual performance and subject to confirmation by the Compensation Committee of achievement of the Performance Metrics; and c. if Executive’s employment in which to exercise any stock optionswith the Company continues through the twelve October 26, stock appreciation rights2019, or similar rights if the Executive is terminated due to acquire Company common stockher death or Disability and such death or Disability results from events or circumstances occurring while Executive is traveling for business inside or outside the United States, but then the Executive shall be vested in no event will such equity award be permitted to be exercised beyond the earlier all of the original maximum term Performance-Based Shares, based on actual performance and subject to confirmation by the Compensation Committee of such equity award or ten (10) years from achievement of the original grant date Performance Metrics. Vesting of such equity awardthe Performance-Based Shares shall be subject to the Company’s achievement of one of the performance metrics applicable to awards of performance stock units made to executive officers of the Company in October 2018. If no Performance Metric is achieved during the Performance Period, all of the Performance-Based Shares shall be forfeited.

Equity. Subject the following with respect to long-term incentive awards granted to you under the LTIP (or any predecessor or successor plan to the remaining provisions LTIP): (I) All awards of this paragraphstock options that have not vested and become exercisable on the date of such termination, all but which are at least 25% vested, shall accelerate and vest immediately on the Release Effective Date, and will continue to be exercisable for the greater of Executive’s unvested and outstanding equity awards that would have become vested had Executive remained twenty-four (24) months or the period provided in accordance with the employ terms of the Company for grant; provided, however, that in no event shall the twelve exercise period extend beyond their expiration date. (12II) All awards of stock options that have not vested (either in accordance with their terms or pursuant to clause (I) above) and become exercisable on the date of such termination, but which would otherwise vest within the twenty-four (24) month period following Executive’s the termination date, shall accelerate and vest immediately on the Release Effective Date, and will continue to be exercisable for the greater of twenty-four (24) months or the period provided in accordance with the terms of the grant; provided, however, that in no event shall the exercise period extend beyond their expiration date. (III) All awards of stock options that have previously vested and become exercisable by the date of such termination shall remain exercisable for the greater of twenty-four (24) months or the period provided in accordance with the terms of the grant; provided, however, that in no event shall the exercise period extend beyond their expiration date. (IV) With respect to each award of RSUs that is at least 25% vested on the date of your termination, the unvested portion shall accelerate and vest immediately on the Release Effective Date and be settled within ten (10) business days thereafter; provided, however, that to the extent that you are a “specified employee” (within the meaning of Code Section 409A Joseph ▇. ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇ July 20, 2009 and determined pursuant to procedures adopted by CBS) at the time of your termination and any portion of your RSUs that would otherwise be settled during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such portion shall immediately vest and become exercisable as be settled on the earlier of (x) the first business day of the seventh calendar month following the calendar month in which your termination of employment occurs or (y) your death. (V) With respect to all awards of RSUs that are not at least 25% vested on the date of Executive’s your termination. If, however, an outstanding equity award is to vest, and/or the amount of the award to vest, is to be determined, in part or in whole, based on the achievement of performance criteria, and the performance period for achievement of such performance will expire but which would otherwise vest within the twelve twenty-four (1224) month period following Executive’s the termination of employmentdate, then shall accelerate and vest immediately on the equity award will vest as to the amount of the equity award that would have vested had Executive remained employed through such twelve (12) month period Release Effective Date and the determination of the achievement of the performance criteria by the Administrator (with the amount of the award vesting based upon the extent to which the performance criteria was so determined to have been achieved). The settlement of any awards that vest pursuant to the preceding sentence shall take place at the time the Administrator determines to what extent the performance criteria for the performance period have been achieved. If the performance period for achievement of such performance will not expire be settled within the twelve (12) month period following Executive’s termination of employment, the award will terminate unvested upon Executive’s termination and Executive will not be entitled to any shares or other payment of consideration with respect to the award. In addition, with respect to equity awards granted after the effective date of the Original Agreement, Executive will have twelve (12) months following any such termination of employment in which to exercise any stock options, stock appreciation rights, or similar rights to acquire Company common stock, but in no event will such equity award be permitted to be exercised beyond the earlier of the original maximum term of such equity award or ten (10) years from business days thereafter; provided, however, that to the original grant date extent compliance with the performance-based compensation exception is required in order to ensure the deductibility of any such equity awardRSU under Code Section 162(m), such RSU shall vest if and when the CBS Compensation Committee certifies that the performance goal relating to such RSU has been met, or, if later, the Release Effective Date, and shall be settled within ten (10) business days thereafter; provided, further, that to the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by CBS) at the time of your termination and any portion of your RSUs that would otherwise be settled during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such portion shall be settled on the Permissible Payment Date.

Equity. Subject the following with respect to awards granted to you under the LTIP (or any predecessor plan to the remaining provisions LTIP): (I) All stock option awards (or portions thereof) that have not vested and become exercisable on the date of this paragraphsuch termination shall accelerate and vest immediately on the Release Effective Date (as defined in paragraph 7(i) above), and will continue to be exercisable until their expiration date; (II) All stock option awards (or portions thereof) that have previously vested and become exercisable by the date of such termination shall remain exercisable until their ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ October 18, 2018 expiration date; and (III) With respect to all awards of Executive’s unvested RSUs and outstanding other equity awards (or portions thereof) that have not vested on the date your employment is terminated, such awards shall accelerate and vest immediately on the Release Effective Date and be settled within ten (10) business days thereafter; provided, however, that with respect to any RSU and other equity awards that remain subject to performance-based vesting conditions on your termination date, in the event and limited to the extent that compliance with the performance-based compensation exception is required in order to ensure the deductibility of any such RSU or other equity award under Code Section 162(m), such award shall vest if and to the extent the Committee certifies that the performance goal relating to such award has been met, or, if later, the Release Effective Date, and shall be settled within ten (10) business days thereafter; provided, further, that with respect to any RSU and other equity awards that remain subject to performance-based vesting conditions on your termination date, in the event and to the extent that compliance with the performance-based compensation exception under Code Section 162(m) is not required in order to ensure the deductibility of any such RSU or other equity award, such award shall immediately vest (with an assumption that the performance goal was achieved at target level, if and to the extent applicable) on the Release Effective Date and be settled within ten (10) business days thereafter. Notwithstanding the foregoing, to the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by CBS) at the time of your termination and any portion of your RSUs or other equity awards that would have become vested had Executive remained in otherwise be settled during the employ of the Company for the twelve (12) six-month period following Executive’s your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such portion shall immediately vest and become exercisable as of the date of Executive’s termination. If, however, an outstanding equity award is to vest, and/or the amount of the award to vest, is to instead be determined, in part or in whole, based settled on the achievement of performance criteria, and the performance period for achievement of such performance will expire within the twelve (12) month period following Executive’s termination of employment, then the equity award will vest as to the amount of the equity award that would have vested had Executive remained employed through such twelve (12) month period and the determination of the achievement of the performance criteria by the Administrator (with the amount of the award vesting based upon the extent to which the performance criteria was so determined to have been achieved). The settlement of any awards that vest pursuant to the preceding sentence shall take place at the time the Administrator determines to what extent the performance criteria for the performance period have been achieved. If the performance period for achievement of such performance will not expire within the twelve (12) month period following Executive’s termination of employment, the award will terminate unvested upon Executive’s termination and Executive will not be entitled to any shares or other payment of consideration with respect to the award. In addition, with respect to equity awards granted after the effective date of the Original Agreement, Executive will have twelve (12) months following any such termination of employment in which to exercise any stock options, stock appreciation rights, or similar rights to acquire Company common stock, but in no event will such equity award be permitted to be exercised beyond the earlier of the original maximum term of such equity award or ten (10) years from the original grant date of such equity award.Permissible Payment Date; and

Equity. Subject to the remaining provisions of this paragraph, all of Executive’s unvested and outstanding (a) The Company recognizes that equity awards that would have become vested had Executive remained participation in the employ Company through the grant of options is essential to induce Executive to agree to continue to provide the services pursuant to this Agreement. Accordingly, (i) on the Commencement Date the Company shall grant to Executive a five (5) year stock option to purchase 375,000 shares of the Company's Common Stock and (ii) on the one year anniversary of the Commencement Date the Company shall grant to Executive a five (5) year stock option to purchase a minimum of 375,000 shares of the Company's Common Stock, provided, that, Executive's employment has not been terminated by the Company for cause as defined in Section 9(a) hereof or terminated by Executive without good reason as defined in Section 10 hereof (collectively, the twelve "NEW OPTIONS"). The exercise price per share of the New Options shall equal the closing price of the Company's common stock on the date of grant of each New Options (12the Commencement Date shall be the date of grant for the New Options to purchase 375,000 shares issued on the date hereof). The New Options shall each vest in equal quarterly amounts over a one year period beginning March 31, 2007 and March 31, 2008, respectively, subject to accelerated vesting in the event of a change of control (as defined in the form of New Option). The form of New Options is attached as EXHIBIT A hereto. In addition to grants of the New Options, the Company agrees on the Commencement Date to extend for an additional 3 years the expiration dates of all options and warrants expiring in calendar year 2007 and 2008 owned by Executive and CMH Capital Management Corp. ("CMH"), an affiliated entity of Executive (the "EXTENDED OPTIONS AND WARRANTS"). A list of the Extended Options and Warrants is set forth on EXHIBIT B hereto. Following the issuance of the New Options (including the New Option in the minimum amount of 375,000 shares to be issued on the one year anniversary of the Commencement Date), when aggregated with the prior options and warrants owned by Executive and CMH (including the Extended Options and Warrants), Executive's ownership in the Company represented by all options and warrants owned by him and CMH (exclusive of ownership of common stock) month period following Executive’s termination of employment shall immediately vest and become exercisable as of the date of Executive’s termination. If, however, an outstanding equity award is hereof will be equal to vest, and/or the amount 21.47% of the award Company's outstanding securities on a fully diluted basis (assuming the exercise and conversion of all outstanding options, warrants and convertible securities (the "DERIVATIVE OWNERSHIP PERCENTAGE"). A list of all options and warrants owned by Executive and CMH including the New Options and the Extended Options and Warrants issued pursuant to vestthis Section 6(a) together with a calculation of the Derivative Ownership Percentage, is attached as EXHIBIT B. The Company agrees to be determinedfile an amendment to its Registration Statement on Form S-8, within 30 days as so directed by Executive, to register the shares underlying the New Options issued on the date hereof pursuant to this Section 6(a) hereof. (b) At anytime during the period ended December 31, 2008, in part the event that the Company completes a financing (either a single transaction or in whole, based on the achievement series of performance criteria, and the performance period for achievement of such performance will expire within the twelve (12transactions) month period following Executive’s termination of employment, then the equity award will vest as to the amount consisting of the equity award that would have vested had Executive remained employed through such twelve (12) month period and the determination issuance of the achievement of the performance criteria by the Administrator (with the amount of the award vesting based upon the extent to which the performance criteria was so determined to have been achieved). The settlement of common stock or any awards that vest pursuant to the preceding sentence shall take place at the time the Administrator determines to what extent the performance criteria for the performance period have been achieved. If the performance period for achievement of such performance will not expire within the twelve (12) month period following Executive’s termination of employment, the award will terminate unvested upon Executive’s termination and Executive will not be entitled to any shares other securities convertible or other payment of consideration with respect to the award. In addition, with respect to equity awards granted after the effective date of the Original Agreement, Executive will have twelve (12) months following any such termination of employment in which to exercise any stock options, stock appreciation rights, or similar rights to acquire Company exercisable into common stock, but Executive shall receive (at the closing of such financing) from the Company, at the same price as the securities issued in no event will the financing, such equity award be permitted number of additional options to purchase Common Stock so that Executive maintains his same Derivative Ownership Percentage as of the date hereof; provided, that, the provisions of this Section 6(b) shall provide anti-dilution protection up to one or more maximum financing(s) aggregating $2.5 million. Any such additional options to be exercised beyond issued to Executive shall immediately vest on the earlier date of grant and shall contain substantially the same provisions (exclusive of the original maximum term of such equity award or ten (10vesting provisions) years from as the original grant date of such equity awardNew Options issued pursuant to Section 6(a) hereof.

Equity. Subject (i) In connection with the commencement of the Executive’s employment and subject to the remaining provisions approval of this paragraphthe Compensation Committee, all the Executive will be granted (A) an award of 102,200 time-based restricted stock units (“RSUs”), which shall vest over four years with 12.5% vesting on the date that is six months after the date on which the Company files a Form 8-K with the Securities and Exchange Commission that discloses the appointment of the Executive (the “First Vesting Date”), with the remainder vesting in equal quarterly installments thereafter, subject in each case to the Executive’s unvested continued service relationship on the applicable vesting date; and outstanding (B) an award of 19,996 RSUs, which shall fully vest on the First Vesting Date, subject to the Executive’s continued service relationship on such date. The RSUs shall otherwise be subject to the terms of and contingent upon the Executive’s execution of a restricted stock unit award agreement substantially identical to those used for Parent’s fiscal year 2024 annual equity awards to other senior executives (the “RSU Agreement”). (ii) In addition, in connection with the commencement of the Executive’s employment and subject to the approval of the Compensation Committee, the Executive will be granted an award of 122,196 performance-based restricted stock units (“PSUs”). These PSUs will include the same financial performance metrics and other terms that would have become vested had Executive remained apply to PSU grants made to other Company senior executives for fiscal year 2024. The PSUs shall otherwise be subject to the terms of and contingent upon the Executive’s execution of a performance stock unit award agreement substantially identical to those used for Parent’s fiscal year 2024 annual equity awards to other senior executives (the “PSU Agreement”) and will vest in accordance with the terms of the PSU Agreement. The PSU Agreement, together with the RSU Agreement and any applicable equity incentive plan(s), are collectively referred to herein as the “Equity Documents”. (iii) Notwithstanding anything to the contrary in the employ Equity Documents, (A) in the event of a termination by the Company without Cause or by the Executive for Good Reason in either event prior to the one (1) year anniversary of the Company for the twelve (12) month period following Executive’s termination of employment shall immediately vest and become exercisable as of the grant date of Executive’s termination. If, however, an outstanding equity award is to vest, and/or the amount of the award to vest, is to be determined, in part or in whole, based on the achievement of performance criteria, and the performance period for achievement of such performance will expire within the twelve (12) month period following Executive’s termination of employment, then the equity award will vest as to the amount of the equity award awards described in Sections 2(f)(i) and (ii) above (the “Grant Date”) and outside the Change in Control Period (as such terms are defined below): (x) the portion of the RSUs described in Section 2(f)(i) of this Agreement that would have vested had Executive remained employed through such twelve on or prior to the one (121) month period and the determination year anniversary of the achievement Grant Date shall immediately accelerate and become nonforfeitable as of the performance criteria by the Administrator (with the amount later of the award vesting based upon the extent to which the performance criteria was so determined to have been achieved). The settlement Date of any awards that vest pursuant to the preceding sentence shall take place at the time the Administrator determines to what extent the performance criteria for the performance period have been achieved. If the performance period for achievement of such performance will not expire within the twelve (12) month period following Executive’s termination of employment, the award will terminate unvested upon Executive’s termination and Executive will not be entitled to any shares Termination or other payment of consideration with respect to the award. In addition, with respect to equity awards granted after the effective date of the Original AgreementSeparation Agreement and Release (as defined below); and (y) the portion of the PSUs described in Section 2(f)(ii) of this Agreement that would have vested, Executive subject to fiscal year 2024 performance, on or prior to the one (1) year anniversary of the Grant Date (or, if later, the date that the Board or a committee thereof determines Company performance for fiscal year 2024 with respect to the PSUs) shall immediately accelerate and become nonforfeitable as of the latest of the Date of Termination, the effective date of the Separation Agreement and Release and the date that the Board or a committee thereof determines Company performance for fiscal year 2024 with respect to the PSUs; (B) to the extent the parties to a Change in Control (as defined below) do not provide for the assumption, continuation or substitution of Unvested Equity Awards (as defined below), upon Executive’s continued employment with the Company through the effective time of the Change in Control, all Unvested Equity Awards as of immediately prior to the effective time of the Change in Control shall immediately accelerate and become fully exercisable or nonforfeitable as of the effective time of the Change in Control; provided that, in the case of any performance-based stock award, full vesting will have twelve mean vesting at target level; and provided further that, if the effective time of the Change in Control occurs as of or following the last day of the applicable performance period but prior to vesting of any performance-based stock award, full vesting will mean vesting at the level determined based on actual performance as of the end of the performance period; (12C) months following any for the avoidance of doubt, if the parties to a Change in Control do not provide for the assumption, continuation or substitution of vested Awards (as defined in the Equity Documents) held by the Executive, then such termination of employment in which to exercise any stock options, stock appreciation rights, or similar rights to acquire Company common stockvested Awards shall not be terminated, but rather will be settled upon such Change in no Control (or the earliest date consistent with Section 409A) based on the consideration payable in respect of Parent common stock in connection with that Change in Control; and (D) Section 6(a)(ii) of this Agreement shall apply in the event will of a termination by the Company without Cause or by the Executive for Good Reason in either event within the Change in Control Period (as such equity award be permitted to be exercised beyond the earlier of the original maximum term of such equity award or ten (10) years from the original grant date of such equity awardterms are defined below).

Equity. (i) Subject to the remaining provisions approval of this paragraph, all the Compensation Committee of Executive’s unvested and outstanding equity awards that would have become vested had Executive remained in the employ Board of Directors of the Company for and the twelve terms and conditions of the Company’s 2015 Stock Incentive Plan and the applicable award agreement, the Executive shall be granted a stock option to purchase ____ shares of the Company’s common stock with an exercise price equal to the fair market value of the Company’s common stock on the date of grant (12) month the “Option Grant”). The Option Grant shall vest as follows: 25% of shares subject to the Option Grant will vest, subject to the Executive’s continued provision of services to the Company, on the first anniversary of the Executive’s first day of employment with the Company (such date, the “▇▇▇▇▇ ▇▇▇▇ Date”), and the remaining shares subject to the Option Grant will vest over the three-year period following the ▇▇▇▇▇ ▇▇▇▇ Date, in equal quarterly installments, subject to the Executive’s termination continued provision of employment services to the Company. The Executive may be eligible to receive additional equity grants as the Board of Directors of the Company shall immediately deem appropriate in its sole discretion. (ii) Immediately prior to a Change in Control, fifty percent (50%) of the unvested portion of any outstanding equity award held by the Executive shall vest and become exercisable or free from forfeiture or repurchase, as applicable, such that the remaining unvested portion of the Executive’s equity award shall vest, in substantially equal quarterly installments over a period of two years following the Change in Control or, if shorter, the remaining period of the original vesting schedule set forth in the applicable award agreement; provided, however, that if the acquiring or succeeding corporation (or an affiliate thereof) in such Change in Control does not agree to assume the Executive’s outstanding unvested equity awards or substitute such awards for equivalent awards, one hundred percent (100%) of the Executive’s outstanding unvested equity awards shall vest and become exercisable or free from forfeiture or repurchase, as applicable, prior to the Change in Control; provided, further, however, that the foregoing shall not replace any more favorable vesting acceleration provision provided for in any equity award agreement governing an equity award held by the Executive. (iii) Upon a termination of the Executive’s employment due to the Executive’s death or Disability, any vested equity awards as of the date of Executive’s termination. If, however, an outstanding equity award is to vest, and/or the amount of the award to vest, is to be determined, in part or in whole, based on the achievement of performance criteria, and the performance period for achievement of such performance will expire within the twelve (12) month period following Executive’s termination of employment, then the equity award will vest as to the amount of the equity award that would have vested had Executive remained employed through such twelve (12) month period and the determination of the achievement of the performance criteria by the Administrator (with the amount of the award vesting based upon the extent to which the performance criteria was so determined to have been achieved). The settlement of any awards that vest pursuant to the preceding sentence date shall take place at the time the Administrator determines to what extent the performance criteria remain exercisable for the performance period have been achieved. If the performance period for achievement of such performance will not expire within the twelve (12) month period following Executive’s termination of employment, the award will terminate unvested upon Executive’s termination and Executive will not be entitled to any shares or other payment of consideration with respect to the award. In addition, with respect to equity awards granted after the effective date of the Original Agreement, Executive will have twelve (12) months following any such the termination of employment in which to exercise any stock options, stock appreciation rights, or similar rights to acquire Company common stock, but in no event will such equity award be permitted to be exercised beyond the earlier of the original maximum term of such equity award or ten (10) years from the original grant date of such equity awarddate.

Equity. Subject In accordance with the Employment Agreement, on the Resignation Date, 50% of each outstanding unvested equity award issued to Executive, (excluding, for this purpose, the performance-based grant dated June 4, 2013 (the “Performance Award”) which is addressed below) shall automatically become vested and, if applicable, exercisable and any forfeiture restrictions or rights of repurchase thereto shall immediately lapse. The remaining provisions of this paragraph, all 50% of Executive’s unvested and outstanding equity awards that would have (again excluding the Performance Award) shall continue to vest in accordance with the respective terms of Executive’s outstanding award agreements and the terms of the Company’s equity plan under which they were granted through June 1, 2016. All equity awards unvested as of June 1, 2016 shall be immediately forfeited and of no further force or effect. With respect to Executive’s Performance Award, (i) on the Resignation Date, an additional 15,609 shares of the earned Performance Award shall automatically become vested had Executive remained in the employ and, if applicable, exercisable and any forfeiture restrictions or rights of repurchase thereto shall immediately lapse and (ii) all remaining shares of the Company for Performance Award, to the twelve (12) month period following Executive’s termination of employment extent not already vested, shall be immediately vest and become exercisable forfeited as of the date Resignation Date and of no further force or effect. Executive agrees that 24,167 shares under the non-qualified stock option granted to him on August 23, 2012 shall be rescinded by the Company without further consideration (which cancellation shall be based first on the shares to vest after the Resignation Date and the remainder from shares deemed vested on or prior to the Resignation Date). Executive shall have until December 1, 2016 to exercise vested stock options which either are vested as of the Resignation Date or become vested as specifically set forth in this Section 2.b. Except as expressly set forth in this Section 2, Executive’s termination. If, however, an outstanding equity award is to vest, and/or the amount of the award to vest, is to be determined, in part or in whole, based on the achievement of performance criteria, and the performance period for achievement of such performance will expire within the twelve (12) month period following Executive’s termination of employment, then the equity award will vest as to the amount of the equity award that would have vested had Executive remained employed through such twelve (12) month period and the determination of the achievement of the performance criteria by the Administrator (with the amount of the award vesting based upon the extent to which the performance criteria was so determined to have been achieved). The settlement of any awards that vest pursuant to the preceding sentence shall take place at the time the Administrator determines to what extent the performance criteria for the performance period have been achieved. If the performance period for achievement of such performance will not expire within the twelve (12) month period following Executive’s termination of employment, the award will terminate unvested upon Executive’s termination and Executive will not be entitled to any shares or other payment of consideration with respect to the award. In addition, rights with respect to equity awards granted after to him shall be governed by the effective date applicable equity plan, award and agreement (the “Equity Agreements”). For the avoidance of doubt, Exhibit A hereto sets forth a list of all stock options and other equity awards (i) vested as of the Original AgreementResignation Date (including those already vested prior to the Resignation Date), Executive will have twelve (12ii) months following any such termination unvested as of employment in which to exercise any stock options, stock appreciation rights, or similar rights to acquire Company common stockthe Resignation Date, but in no event will such equity award be permitted continuing to be exercised beyond the earlier vest by their terms until June 1, 2016 and (iii) forfeited as of the original maximum term Resignation Date. For the further avoidance of such equity award or ten (10) years from doubt, the original grant date of such equity awardvesting and exercise terms set forth in this Section 2.b. supersede and replace all vesting and exercise terms stated in the Equity Agreements and the Employment Agreement.

Equity. (i) The Company and Executive acknowledge that subject to the terms of the Equity Incentive Plan for Executive Employees of Avago Technologies Limited and Subsidiaries, as amended from time to time (the “Equity Incentive Plan”), Executive has been granted options to purchase an aggregate of 1,350,000 ordinary shares of the Company in the amounts and with the exercise prices set forth on Exhibit A (the “Current Options”). The Company and Executive agree that Executive shall not exercise any Current Options and that all Current Options shall terminate unexercised pursuant to such Current Options terms on the 90th day following the Termination Date. (ii) Subject to the remaining provisions Executive’s fulfillment of his obligations pursuant to subparagraph (i), as soon as administratively practicable following Executive’s execution and, as applicable, non-revocation of this paragraphAgreement, all the Company shall grant to Executive options to purchase 1,033,332 ordinary shares of the Company pursuant to the Equity Incentive Plan in the amounts and with the exercise prices and vesting schedules set forth on Exhibit B (the “New Options”). All then vested New Options shall automatically be exercised upon the earliest to occur of (A) a change in control of the Company (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the Department of Treasury proposed and final regulations promulgated thereunder), (B) a termination of Executive’s unvested and outstanding equity awards that would have become vested had Executive remained in the employ service as a member of the Company Company’s board of directors for any reason or no reason, or (C) immediately prior to the twelve (12) month period following Executive’s termination of employment shall immediately vest and become exercisable as fifth anniversary of the date of grant of such New Options. (iii) Notwithstanding anything in subparagraph (ii) to the contrary and subject to Executive’s termination. If, however, an outstanding equity award is to vest, and/or the amount fulfillment of the award to vest, is to be determined, in part or in whole, based on the achievement of performance criteria, and the performance period for achievement of such performance will expire within the twelve (12) month period following Executive’s termination of employment, then the equity award will vest as to the amount of the equity award that would have vested had Executive remained employed through such twelve (12) month period and the determination of the achievement of the performance criteria by the Administrator (with the amount of the award vesting based upon the extent to which the performance criteria was so determined to have been achieved). The settlement of any awards that vest his obligations pursuant to subparagraph (i), if as of June 30, 2007 the preceding sentence shall take place at the time the Administrator determines to what extent the performance criteria Company’s shareholders have not approved a plan or agreement necessary for the performance period have been achieved. If the performance period for achievement of such performance will not expire within the twelve (12) month period following Executive’s termination of employmentNew Options to begin to vest and become exercisable, the award will terminate unvested upon Executive’s termination and Company shall cause Avago U.S. to pay to Executive will not as soon as practicable thereafter a cash lump sum of $1,715,329. Upon such payment the New Options shall be entitled to any shares or other payment of consideration with respect to the award. In addition, with respect to equity awards granted after the effective date of the Original Agreement, Executive will have twelve (12) months following any such termination of employment in which to exercise any stock options, stock appreciation rights, or similar rights to acquire Company common stock, but in no event will such equity award be permitted to be exercised beyond the earlier of the original maximum term of such equity award or ten (10) years from the original grant date of such equity awardautomatically terminated.