Common use of Qualifying Termination Clause in Contracts

Qualifying Termination. The Company may terminate your employment as CEO and President without Cause at any time and for any reason with notice or you may resign your employment as CEO and President for Good Reason upon thirty (30) days advance written notice. If your employment as CEO and President is terminated due to a Qualifying Termination, then you will be eligible to receive the items set forth below subject to your timely compliance with Section 6(e) and further provided that no payments for such Qualifying Termination shall be made until on or after the date of a “separation from service” within the meaning of Code Section 409A. (i) If the Company terminates your employment as CEO and President between July 1 and September 15 of a given fiscal year, the Company shall pay you for any accrued but unpaid bonus payable pursuant to Section 3(b) above with respect to the immediately preceding completed fiscal year (with such payment occurring at the same time that the final bonus payment would be made if you had remained employed and taking into account any interim payments previously made) (the “Earned Bonus”); (ii) The Company shall pay you a pro rata portion of any bonus payable pursuant to Section 3(b) above in respect of the fiscal year in which the Termination Date occurs, if any, pro-rated for the number of days in such fiscal year in which you were employed over the number of total calendar days in such fiscal year (with such payment occurring at the same time that the bonus payment would be made if you had remained employed) (the “Pro Rata Bonus”); (iii) Subject to Section 10 below, the Company shall provide you with cash payments over the eighteen (18)-month period following your Termination Date (the ​ ​ ​ “Severance Period”) equal in the aggregate to your then current annual Base Salary (prior to any reduction giving rise to Good Reason) pro-rated for the Severance Period. The cash payments provided by this subpart (iii) shall be paid to you in substantially equal installments payable under regular payroll practices over the Severance Period, provided that once such payments commence, they will include any unpaid amounts accrued from your Termination Date; (iv) The Company shall continue to pay the Company portion of the premiums for your Company group medical insurance coverage (or alternative comparable coverage) during the Severance Period provided you continue to timely pay (including pursuant to deductions from payments you receive during the Severance Period in accordance with the Company’s regular payroll practices) the same portion (if any) of the necessary premium that you were responsible to pay as of immediately before your Termination Date. In all cases, the coverage (and/or reimbursement payments) provided in this subpart shall immediately terminate if you are offered comparable coverage in connection with your employment by another employer; and (v) For purposes of this Agreement, you may resign your employment from the Company as CEO and President for “Good Reason” within ninety (90) days after the date that any one of the following events described in subparts (1) through (3) (any one of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company has not cured or remedied the Good Reason event within thirty (30) days after its receipt of your written notice (such notice shall describe in reasonable detail the basis and underlying facts supporting your belief that a Good Reason event has occurred). Such notice of your intention to resign for Good Reason must be provided to the Company within sixty (60) days of the initial existence of a Good Reason event. Failure to timely provide such written notice to the Company or failure to timely resign your employment for Good Reason means that you will be deemed to have consented to and waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed subject to the terms of this Agreement. “Good Reason” means:

Qualifying Termination. The Company may terminate your employment as CEO and President without Cause at any time and for any reason with notice or you may resign your employment as CEO and President for Good Reason upon thirty (30) days advance written notice. If your employment as CEO and President is terminated due to during the Term without Cause (as defined below) by the Company or by you for “Good Reason” (as defined below) (each, a “Qualifying Termination, then you will be eligible to receive the items set forth below subject to your timely compliance with Section 6(e) and further provided that no payments for such Qualifying Termination shall be made until on or after the date of a “separation from service” within the meaning of Code Section 409A. (i) If the Company terminates your employment as CEO and President between July 1 and September 15 of a given fiscal year”), the Company shall pay you for any accrued but unpaid bonus payable pursuant (or cause to occur, as applicable) each of the following: (A) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 3(b409A) above with respect to from the immediately preceding completed fiscal year Company (with such payment occurring at “Termination Date”) and the same time that last installment being paid on the final bonus payment would be made if you had remained employed and taking into account any interim payments previously made) (first anniversary of the “Earned Bonus”)Termination Date; (iiB) The Company shall pay you a pro rata portion pro-rated cash Performance Bonus, calculated as follows: the product of any bonus payable pursuant to Section 3(b(x) above in respect of the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination Date occursoccurred, assuming that the Qualifying Termination had not occurred and that you remained as Chief Financial Officer and Chief Operating Officer of the Company through the end of such fiscal year, which Performance Bonus, if any, pro-rated for shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days in such of the Company’s fiscal year in which you were employed over prior to the number of total calendar days in such fiscal year (with such payment occurring at the same time that the bonus payment would be made if you had remained employed) (the “Pro Rata Bonus”); (iii) Subject to Section 10 below, the Company shall provide you with cash payments over the eighteen (18)-month period following your Termination Date (and the ​ ​ ​ “Severance Period”) equal in the aggregate to your then current annual Base Salary (prior to any reduction giving rise to Good Reason) denominator of which is 365 days. This pro-rated for the Severance Period. The cash payments provided by this subpart Performance Bonus (iiia “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in substantially equal installments payable under regular payroll practices over which the Severance Period, provided that once such payments commence, they will include any unpaid amounts accrued from your Qualifying Termination Datehas occurred; (ivC) The the Company shall will continue to pay the cost (to the same extent that the Company portion was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the premiums for your Company group medical insurance coverage (or alternative comparable coverage) during the Severance Period same extent provided you continue to timely pay (including pursuant to deductions from payments you receive during the Severance Period in accordance with by the Company’s regular payroll practicesgroup plans immediately before the Termination Date for twelve (12) months after the same portion Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any) , during this time unless you do so at your own expense. The period of the necessary premium that you were responsible to pay as such COBRA Benefits shall be considered part of immediately before your Termination Date. In all cases, the COBRA coverage (and/or reimbursement payments) provided in this subpart shall immediately terminate if you are offered comparable coverage in connection with your employment by another employerentitlement period; and (vD) the “Accrued Obligations” (defined below) as of the Termination Date. For purposes avoidance of this Agreementdoubt, you the payments and benefits that may resign your employment from the Company as CEO be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and President for “Good Reason” within ninety (90) days after the date that any if payments and benefits are provided under either one of the following events described in subparts (1) through (3) (any these subsections, then no payments or benefits will otherwise be provided again under either one of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company has not cured or remedied the Good Reason event within thirty (30) days after its receipt of your written notice (such notice shall describe in reasonable detail the basis and underlying facts supporting your belief that a Good Reason event has occurred). Such notice of your intention to resign for Good Reason must be provided to the Company within sixty (60) days of the initial existence of a Good Reason event. Failure to timely provide such written notice to the Company or failure to timely resign your employment for Good Reason means that you will be deemed to have consented to and waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed subject to the terms of this Agreement. “Good Reason” means:these subsections.

Qualifying Termination. The Company may terminate your employment as CEO and President without Cause at any time and for any reason with notice or you may resign your employment as CEO and President for Good Reason upon thirty (30) days advance written notice. If your employment as CEO and President is terminated due to during the Term without Cause (as defined below) by the Company or by you for “Good Reason” (as defined below) (each, a “Qualifying Termination, then you will be eligible to receive the items set forth below subject to your timely compliance with Section 6(e) and further provided that no payments for such Qualifying Termination shall be made until on or after the date of a “separation from service” within the meaning of Code Section 409A. (i) If the Company terminates your employment as CEO and President between July 1 and September 15 of a given fiscal year”), the Company shall pay you for any accrued but unpaid bonus payable pursuant (or cause to occur, as applicable) each of the following: (A) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 3(b409A) above with respect to from the immediately preceding completed fiscal year Company (with such payment occurring at “Termination Date”) and the same time that last installment being paid on the final bonus payment would be made if you had remained employed and taking into account any interim payments previously made) (first anniversary of the “Earned Bonus”)Termination Date; (iiB) The Company shall pay you a pro rata portion pro-rated cash Performance Bonus, calculated as follows: the product of any bonus payable pursuant to Section 3(b(x) above in respect of the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination Date occursoccurred, assuming that the Qualifying Termination had not occurred and that you remained as President of Consumer Electronics of the Company through the end of such fiscal year, which Performance Bonus, if any, pro-rated for shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days in such of the Company’s fiscal year in which you were employed over prior to the number of total calendar days in such fiscal year (with such payment occurring at the same time that the bonus payment would be made if you had remained employed) (the “Pro Rata Bonus”); (iii) Subject to Section 10 below, the Company shall provide you with cash payments over the eighteen (18)-month period following your Termination Date (and the ​ ​ ​ “Severance Period”) equal in the aggregate to your then current annual Base Salary (prior to any reduction giving rise to Good Reason) denominator of which is 365 days. This pro-rated for the Severance Period. The cash payments provided by this subpart Performance Bonus (iiia “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in substantially equal installments payable under regular payroll practices over which the Severance Period, provided that once such payments commence, they will include any unpaid amounts accrued from your Qualifying Termination Datehas occurred; (ivC) The the Company shall will continue to pay the cost (to the same extent that the Company portion was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the premiums for your Company group medical insurance coverage (or alternative comparable coverage) during the Severance Period same extent provided you continue to timely pay (including pursuant to deductions from payments you receive during the Severance Period in accordance with by the Company’s regular payroll practicesgroup plans immediately before the Termination Date for twelve (12) months after the same portion Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any) , during this time unless you do so at your own expense. The period of the necessary premium that you were responsible such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to pay as of immediately before your Termination Date. In all cases, the coverage (and/or reimbursement payments) provided in this subpart shall immediately terminate if you are offered comparable coverage in connection with your employment by another employeryou; and (vD) the “Accrued Obligations” (defined below) as of the Termination Date. For purposes avoidance of this Agreementdoubt, you the payments and benefits that may resign your employment from the Company as CEO be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and President for “Good Reason” within ninety (90) days after the date that any if payments and benefits are provided under either one of the following events described in subparts (1) through (3) (any these subsections, then no payments or benefits will otherwise be provided again under either one of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company has not cured or remedied the Good Reason event within thirty (30) days after its receipt of your written notice (such notice shall describe in reasonable detail the basis and underlying facts supporting your belief that a Good Reason event has occurred). Such notice of your intention to resign for Good Reason must be provided to the Company within sixty (60) days of the initial existence of a Good Reason event. Failure to timely provide such written notice to the Company or failure to timely resign your employment for Good Reason means that you will be deemed to have consented to and waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed subject to the terms of this Agreement. “Good Reason” means:these subsections.

Qualifying Termination. The If, during the Term, you are no longer serving as the Chief Executive Officer of the Company may terminate because either (1) the Company has terminated your employment as CEO and President Chief Executive Officer without Cause at any time and “Cause” (defined below), or (2) you resign as Chief Executive Officer for any reason with notice or you may resign your employment “Good Reason” (as CEO and President for Good Reason upon thirty defined below) (30) days advance written notice. If your employment as CEO and President is terminated due to each, a “Qualifying Termination, then you will be eligible to receive the items set forth below subject to your timely compliance with Section 6(e) and further provided that no payments for such Qualifying Termination shall be made until on or after the date of a “separation from service” within the meaning of Code Section 409A. (i) If the Company terminates your employment as CEO and President between July 1 and September 15 of a given fiscal year”), the Company shall pay you for any accrued but unpaid bonus payable pursuant (or cause to Section 3(boccur, as applicable) above each of the following: (A) cash severance installment payments in an aggregate amount equal to two hundred percent (200%) of your annual Base Salary as in effect on your “Qualifying Termination Date” (as defined below) (“Cash Severance”) with respect the first installment of Cash Severance (in an amount equal to three months of Base Salary) being paid on the immediately preceding completed fiscal year (90th day after the Termination Date and with the remaining amount of Cash Severance being paid in equal monthly pro-rata installments commencing four months after the Termination Date such payment occurring at the same time that the final bonus payment would be made if you had remained employed and taking into account any interim payments previously made) (last installment is paid on the “Earned Bonus”)second anniversary of the Termination Date; (iiB) The Company shall pay you a pro rata portion pro-rated cash Performance Bonus, calculated as follows: the product of any bonus payable pursuant to Section 3(b(x) above in respect of the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination Date occursoccurred, assuming that the Qualifying Termination had not occurred and that you remained as Chief Executive Officer of the Company through the end of such fiscal year, which Performance Bonus, if any, pro-rated for shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days in such of the Company’s fiscal year in which you were employed over prior to the number of total calendar days in such fiscal year (with such payment occurring at the same time that the bonus payment would be made if you had remained employed) (the “Pro Rata Bonus”); (iii) Subject to Section 10 below, the Company shall provide you with cash payments over the eighteen (18)-month period following your Qualifying Termination Date and the denominator of which is 365 days. You shall also be eligible for a discretionary bonus (as determined by the ​ ​ ​ “Severance Period”Board or a compensation committee of the Board) equal in for the aggregate to your then current annual Base Salary (prior to any reduction giving rise to Good Reason) portion of the year served through the Qualifying Termination Date. The pro-rated for the Severance Period. The cash payments provided by Performance Bonus and any such discretionary bonus described in this subpart clause (iiid)(i)(B) (collectively, a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in substantially equal installments payable under regular payroll practices over which the Severance Period, provided that once such payments commence, they will include any unpaid amounts accrued from your Qualifying Termination Datehas occurred; (ivC) The the Company shall will continue to pay the cost (to the same extent that the Company was doing so immediately before the Qualifying Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Qualifying Termination Date for eighteen (18) months after the Qualifying Termination Date provided that you are not an employee of the Company after the Qualifying Termination Date, or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). In addition, to the extent that you are no longer an employee of the Company after the Qualifying Termination Date, the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Qualifying Termination Date) of all other benefits being provided to you immediately prior to the Qualifying Termination Date (the “Other Benefits”), for eighteen (18) months after the Qualifying Termination Date. If you remain as an employee of the Company after a Qualifying Termination Date, the benefits provided by the Company to you under this Section 3(d)(i)(C) shall begin to be payable to you from the Termination Date (as determined with reference to your employment with the Company which continued after the Qualifying Termination) and shall be paid until the earlier of (x) eighteen (18) months after such Termination Date; or (y) you become eligible to receive group health coverage from another employer. You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; (D) the portion of the premiums for your Company group medical insurance coverage “Options” (or alternative comparable coverage) defined below), including any additional stock options and other equity compensation incentives granted to you during the Severance Period provided you continue to timely pay Term (including pursuant to deductions from payments you receive during collectively, the Severance Period in accordance with “Equity Incentives”), that would have vested (assuming that your employment had continued and where vesting is based solely on continued employment) through the Company’s regular payroll practicestwenty-four (24) month period following the same portion (if any) of Qualifying Termination Date, shall automatically vest and become exercisable on the necessary premium that you were responsible to pay as of immediately before your Qualifying Termination Date. In all casesaddition, in the event that any portion of the Equity Incentives vest based on continued employment on an annual or “cliff” basis and the date of any such annual or cliff vesting is outside of the twenty-four (24) month forward vesting period mentioned in the preceding sentence (each, a “Cliff Vesting Award”), then the portion of the Cliff Vesting Award that, but for such Qualifying Termination, would have vested from the date of grant of the Cliff Vesting Award through the twenty-four (24) month period following such Qualifying Termination if the Cliff Vesting Award vested on a monthly basis over its vesting period rather than 100% at the end of the vesting period, shall automatically vest and become exercisable as of the Qualifying Termination Date. If and to the extent any portion of the Equity Incentives are performance-based and/or are subject to any vesting conditions other than the passage of time (including without limitation the “Performance Options”, defined below) (collectively, the coverage (and/or reimbursement payments) provided “Performance Awards”), then such Equity Incentives shall vest and become exercisable based on the terms set forth in this subpart shall immediately terminate if you are offered comparable coverage in connection with your employment by another employer; and (v) For purposes of this the applicable Performance Award Agreement, you may resign your employment from it being understood that the Company as CEO and President for “Good Reason” within ninety shall structure the Performance Awards to include the concept of twenty-four (9024) days month forward vesting with respect to time-based vesting requirements after the date that any one Qualifying Termination Date and a measurement of the following events described in subparts (1) through (3) (any one performance standard as of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company has not cured or remedied the Good Reason event within thirty (30) days after its receipt of your written notice (such notice shall describe in reasonable detail the Qualifying Termination Date, on a pro-rated basis and underlying facts supporting your belief that a Good Reason event has occurred). Such notice of your intention to resign for Good Reason must be provided with reference to the Company within sixty (60) days Qualifying Termination Date or in any other manner determined by the Company. The vested Equity Incentives as of the initial existence Qualifying Termination Date (including any Options that were subject to accelerated vesting pursuant to this clause (D)) shall be exercisable by you until the earliest to occur of a Good Reason event. Failure to timely provide such written notice to (x) twelve (12) months following the Company or failure to timely resign your employment for Good Reason means that you will be deemed to have consented to and waived date on which the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed subject Equity Incentives vest pursuant to the terms of this Agreementclause (D); (y) the scheduled expiration date of the Options or other equity incentives; or (z) the date on which the Options are canceled (and not substituted or assumed) pursuant to a Change in Control (defined below) or merger or acquisition or similar transaction involving the Company; and (E) the “Accrued Obligations” (defined below) as of the Termination Date. “Good Reason” means:For avoidance of doubt, the payments and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsections.

Qualifying Termination. The Company may terminate your employment as CEO and President without Cause at any time and for any reason with notice or you may resign your employment as CEO and President for Good Reason upon thirty (30) days advance written notice. If your employment as CEO and President is terminated due to during the Term without Cause (as defined below) by the Company or by you for “Good Reason” (as defined below) (each, a “Qualifying Termination, then you will be eligible to receive the items set forth below subject to your timely compliance with Section 6(e) and further provided that no payments for such Qualifying Termination shall be made until on or after the date of a “separation from service” within the meaning of Code Section 409A. (i) If the Company terminates your employment as CEO and President between July 1 and September 15 of a given fiscal year”), the Company shall pay you for any accrued but unpaid bonus payable pursuant (or cause to occur, as applicable) each of the following: (A) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 3(b409A) above with respect to from the immediately preceding completed fiscal year Company (with such payment occurring at “Termination Date”) and the same time that last installment being paid on the final bonus payment would be made if you had remained employed and taking into account any interim payments previously made) (first anniversary of the “Earned Bonus”)Termination Date; (iiB) The Company shall pay you a pro rata portion pro-rated cash Performance Bonus, calculated as follows: the product of any bonus payable pursuant to Section 3(b(x) above in respect of the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination Date occursoccurred, assuming that the Qualifying Termination had not occurred and that you remained as President of Worldwide Cinema of the Company through the end of such fiscal year, which Performance Bonus, if any, pro-rated for shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days in such of the Company’s fiscal year in which you were employed over prior to the number of total calendar days in such fiscal year (with such payment occurring at the same time that the bonus payment would be made if you had remained employed) (the “Pro Rata Bonus”); (iii) Subject to Section 10 below, the Company shall provide you with cash payments over the eighteen (18)-month period following your Termination Date (and the ​ ​ ​ “Severance Period”) equal in the aggregate to your then current annual Base Salary (prior to any reduction giving rise to Good Reason) denominator of which is 365 days. This pro-rated for the Severance Period. The cash payments provided by this subpart Performance Bonus (iiia “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in substantially equal installments payable under regular payroll practices over which the Severance Period, provided that once such payments commence, they will include any unpaid amounts accrued from your Qualifying Termination Datehas occurred; (ivC) The the Company shall will continue to pay the cost (to the same extent that the Company portion was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the premiums for your Company group medical insurance coverage (or alternative comparable coverage) during the Severance Period same extent provided you continue to timely pay (including pursuant to deductions from payments you receive during the Severance Period in accordance with by the Company’s regular payroll practicesgroup plans immediately before the Termination Date for twelve (12) months after the same portion Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any) , during this time unless you do so at your own expense. The period of the necessary premium that you were responsible such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to pay as of immediately before your Termination Date. In all cases, the coverage (and/or reimbursement payments) provided in this subpart shall immediately terminate if you are offered comparable coverage in connection with your employment by another employeryou; and (vD) the “Accrued Obligations” (defined below) as of the Termination Date. For purposes avoidance of this Agreementdoubt, you the payments and benefits that may resign your employment from the Company as CEO be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and President for “Good Reason” within ninety (90) days after the date that any if payments and benefits are provided under either one of the following events described in subparts (1) through (3) (any these subsections, then no payments or benefits will otherwise be provided again under either one of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company has not cured or remedied the Good Reason event within thirty (30) days after its receipt of your written notice (such notice shall describe in reasonable detail the basis and underlying facts supporting your belief that a Good Reason event has occurred). Such notice of your intention to resign for Good Reason must be provided to the Company within sixty (60) days of the initial existence of a Good Reason event. Failure to timely provide such written notice to the Company or failure to timely resign your employment for Good Reason means that you will be deemed to have consented to and waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed subject to the terms of this Agreement. “Good Reason” means:these subsections.

Qualifying Termination. The Company may terminate your employment as CEO and President without Cause at any time and for any reason with notice or you may resign your employment as CEO and President for Good Reason upon thirty (30) days advance written notice. If your employment as CEO and President is terminated due to In the event of a Qualifying Termination, then you will be eligible to receive the items set forth below subject to your timely compliance with Section 6(e) and further provided that no payments for such Qualifying Termination shall be made until on or after the date of a “separation from service” within the meaning of Code Section 409A. you (i) If continuing to comply with your obligations under your Employee Confidential Information and Inventions Assignment Agreement and (ii) delivering to the Company terminates your employment as CEO (and President between July 1 not revoking) an effective, general release of claims in a form and September 15 of a given fiscal year, manner acceptable to the Company shall pay you for any accrued but unpaid bonus payable pursuant to Section 3(b) above with respect to the immediately preceding completed fiscal year (with such payment occurring at the same time that the final bonus payment would be made if you had remained employed and taking into account any interim payments previously made) (the “Earned BonusRelease”); (ii) The Company shall pay you a pro rata portion of any bonus payable pursuant to Section 3(b) above in respect of the fiscal year in which the Termination Date occurs, if any, pro-rated for the number of days in such fiscal year in which you were employed over the number of total calendar days in such fiscal year (with such payment occurring at the same time that the bonus payment would be made if you had remained employedRelease becoming effective (and non-revocable) (the “Pro Rata Bonus”); (iii) Subject to Section 10 below, the Company shall provide you with cash payments over the eighteen (18)-month period following your Termination Date (the ​ ​ ​ “Severance Period”) equal in the aggregate to your then current annual Base Salary (prior to any reduction giving rise to Good Reason) pro-rated for the Severance Period. The cash payments provided by this subpart (iii) shall be paid to you in substantially equal installments payable under regular payroll practices over the Severance Period, provided that once such payments commence, they will include any unpaid amounts accrued from your Termination Date; (iv) The Company shall continue to pay the Company portion of the premiums for your Company group medical insurance coverage (or alternative comparable coverage) during the Severance Period provided you continue to timely pay (including pursuant to deductions from payments you receive during the Severance Period in accordance with the Company’s regular payroll practices) the same portion (if any) of the necessary premium that you were responsible to pay as of immediately before your Termination Date. In all cases, the coverage (and/or reimbursement payments) provided in this subpart shall immediately terminate if you are offered comparable coverage in connection with your employment by another employer; and (v) For purposes of this Agreement, you may resign your employment from the Company as CEO and President for “Good Reason” within ninety (90) days after the date that any one of the following events described in subparts (1) through (3) (any one of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company has not cured or remedied the Good Reason event within thirty (30) days after its receipt of your written notice (such notice shall describe in reasonable detail the basis and underlying facts supporting your belief that a Good Reason event has occurred). Such notice of your intention to resign for Good Reason must be provided to the Company within no later than sixty (60) days following your termination of employment (collectively, the “CIIAA/Release Requirements”): (1) With respect to any Tranche for which the applicable 60-Day Price Milestone has not been met prior to your Qualifying Termination or would otherwise be deemed met pursuant to Section 1(c)(i) above, such Tranche will vest if such 60-Day Price Milestone is met during the 12-month period following your Qualifying Termination or, if earlier, by the last day of the initial existence Performance Period (such measurement period, the “Qualifying Termination Period”). The effective date of a Good Reason eventany such vesting will be the later of the applicable Certification Date for such Tranche or the effective date of the Release (such effective date of vesting, the “Qualifying Termination Vesting Date”). Failure In order to timely provide such written notice give effect to the Company intent of this Section 1(c)(iii)(1), if this Section 1(c)(iii)(1) is applicable, then such Tranche will remain outstanding and will not terminate until the following: (x) if such Tranche does not vest in accordance with this Section 1(c)(iii)(1), the last day of the Qualifying Termination Period; or failure (y) if such Tranche does vest in accordance with this Section 1(c)(iii)(1), the expiration of the term of the Option (as determined in accordance with Section 3 below). (2) With respect to timely resign your employment any Tranche for Good Reason means that you will which the applicable 60-Day Price Milestone has been achieved prior to a Qualifying Termination or would otherwise be deemed met pursuant to have consented to and waived Section 1(c)(i) above, but in either case, the Good Reason event. If the Company does timely cure or remedy the Good Reason eventapplicable Earliest Vesting Date has not occurred, then (i) if you may either resign satisfy the CIIAA/Release Requirements, such Tranche (x) will vest as of the effective date of the Release and (y) will not terminate until the expiration of the term of the Option (as determined in accordance with Section 3 below); or (ii) if you do not satisfy the CIIAA/Release Requirements and your employment without Good Reason or you may continue Continuous Service terminates upon such Qualifying Termination, such portion will terminate automatically upon such Qualifying Termination. In order to remain employed subject give effect to the terms intent of this Agreement. “Good Reason” means:Section 1(c)(iii)(2), if this Section 1(c)(iii)(2) is applicable, then such portion will remain outstanding and will not terminate until the latest potential effective date of the Release.

Qualifying Termination. The Company may terminate your employment as CEO and President without Cause at any time and for any reason with notice or you may resign your employment as CEO and President for Good Reason upon thirty (30) days advance written notice. If your employment as CEO and President is terminated due to during the Term without Cause (as defined below) by the Company or by you for “Good Reason” (as defined below) (each, a “Qualifying Termination, then you will be eligible to receive the items set forth below subject to your timely compliance with Section 6(e) and further provided that no payments for such Qualifying Termination shall be made until on or after the date of a “separation from service” within the meaning of Code Section 409A. (i) If the Company terminates your employment as CEO and President between July 1 and September 15 of a given fiscal year”), the Company shall pay you for any accrued but unpaid bonus payable pursuant (or cause to occur, as applicable) each of the following: (A) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 3(b409A) above with respect to from the immediately preceding completed fiscal year Company (with such payment occurring at “Termination Date”) and the same time that last installment being paid on the final bonus payment would be made if you had remained employed and taking into account any interim payments previously made) (first anniversary of the “Earned Bonus”)Termination Date; (iiB) The Company shall pay you a pro rata portion pro-rated cash Performance Bonus, calculated as follows: the product of any bonus payable pursuant to Section 3(b(x) above in respect of the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination Date occursoccurred, assuming that the Qualifying Termination had not occurred and that you remained as President of the Company through the end of such fiscal year, which Performance Bonus, if any, pro-rated for shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days in such of the Company’s fiscal year in which you were employed over prior to the number of total calendar days in such fiscal year (with such payment occurring at the same time that the bonus payment would be made if you had remained employed) (the “Pro Rata Bonus”); (iii) Subject to Section 10 below, the Company shall provide you with cash payments over the eighteen (18)-month period following your Termination Date (and the ​ ​ ​ “Severance Period”) equal in the aggregate to your then current annual Base Salary (prior to any reduction giving rise to Good Reason) denominator of which is 365 days. This pro-rated for the Severance Period. The cash payments provided by this subpart Performance Bonus (iiia “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in substantially equal installments payable under regular payroll practices over which the Severance Period, provided that once such payments commence, they will include any unpaid amounts accrued from your Qualifying Termination Datehas occurred; (ivC) The the Company shall will continue to pay the cost (to the same extent that the Company portion was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the premiums for your Company group medical insurance coverage (or alternative comparable coverage) during the Severance Period same extent provided you continue to timely pay (including pursuant to deductions from payments you receive during the Severance Period in accordance with by the Company’s regular payroll practicesgroup plans immediately before the Termination Date for twelve (12) months after the same portion Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any) , during this time unless you do so at your own expense. The period of the necessary premium that you were responsible such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to pay as of immediately before your Termination Date. In all cases, the coverage (and/or reimbursement payments) provided in this subpart shall immediately terminate if you are offered comparable coverage in connection with your employment by another employeryou; and (vD) the “Accrued Obligations” (defined below) as of the Termination Date. For purposes avoidance of this Agreementdoubt, you the payments and benefits that may resign your employment from the Company as CEO be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and President for “Good Reason” within ninety (90) days after the date that any if payments and benefits are provided under either one of the following events described in subparts (1) through (3) (any these subsections, then no payments or benefits will otherwise be provided again under either one of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company has not cured or remedied the Good Reason event within thirty (30) days after its receipt of your written notice (such notice shall describe in reasonable detail the basis and underlying facts supporting your belief that a Good Reason event has occurred). Such notice of your intention to resign for Good Reason must be provided to the Company within sixty (60) days of the initial existence of a Good Reason event. Failure to timely provide such written notice to the Company or failure to timely resign your employment for Good Reason means that you will be deemed to have consented to and waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed subject to the terms of this Agreement. “Good Reason” means:these subsections.

Qualifying Termination. The Company may terminate your employment as CEO and President without Cause at any time and for any reason with notice or you may resign your employment as CEO and President for Good Reason upon thirty (30) days advance written notice. If your employment as CEO and President Subject to Section 4(a)(ii), if during the Term there is terminated due to a Qualifying Termination, then you will shall be eligible to receive each of the items set forth below following: (A) cash severance payments (“Cash Severance”) in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date being paid, subject to Section 14 below, in eleven monthly pro-rata installments with the first installment of Cash Severance being paid on the 60th day after your timely compliance with Section 6(eSeparation from Service from the Company and the last installment being paid on the first anniversary of the Termination Date; and (B) and further to the extent permitted by applicable laws without incurring statutory penalties, the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee health benefits coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group health plans immediately before the Termination Date (“COBRA Benefits”) for twelve (12) months after the Termination Date or until you become eligible for group health insurance benefits from another employer, whichever occurs first, provided that no payments for such Qualifying Termination shall be made until on or after the date of a “separation from service” within the meaning of Code Section 409A. you timely elect COBRA coverage. You agree (i) If at any time either before or during the period of time you are receiving benefits under this subsection (B) or section 4(a)(ii)(b) below, to inform the Company terminates your employment as CEO and President between July 1 and September 15 of a given fiscal year, the Company shall pay you for any accrued but unpaid bonus payable pursuant to Section 3(b) above with respect to the immediately preceding completed fiscal year (with such payment occurring at the same time that the final bonus payment would be made promptly in writing if you had remained employed become eligible to receive group health coverage from another employer and taking into account to respond to any interim payments previously made) (the “Earned Bonus”); Company inquiries confirming that you did not become eligible for other coverage; and (ii) The Company shall pay that you a pro rata portion may not increase the number of any bonus payable pursuant to Section 3(b) above in respect of the fiscal year in which the Termination Date occursyour designated dependents, if any, pro-rated for the number of days in such fiscal year in which during this time unless you were employed over the number of total calendar days in such fiscal year (with such payment occurring do so at the same time that the bonus payment would be made if you had remained employed) (the “Pro Rata Bonus”); (iii) Subject to Section 10 below, the Company shall provide you with cash payments over the eighteen (18)-month period following your Termination Date (the ​ ​ ​ “Severance Period”) equal in the aggregate to your then current annual Base Salary (prior to any reduction giving rise to Good Reason) pro-rated for the Severance Periodown expense. The cash payments provided by this subpart (iii) period of such COBRA Benefits shall be paid to you in substantially equal installments payable under regular payroll practices over the Severance Period, provided that once such payments commence, they will include any unpaid amounts accrued from considered part of your Termination Date; (iv) The Company shall continue to pay the Company portion of the premiums for your Company group medical insurance COBRA coverage (or alternative comparable coverage) during the Severance Period provided you continue to timely pay (including pursuant to deductions from payments you receive during the Severance Period in accordance with the Company’s regular payroll practices) the same portion (if any) of the necessary premium that you were responsible to pay as of immediately before your Termination Date. In all cases, the coverage (and/or reimbursement payments) provided in this subpart shall immediately terminate if you are offered comparable coverage in connection with your employment by another employerentitlement period; and (vC) For purposes any equity compensation awards (including the Options (if granted)) previously granted to you (but excluding any portion of this Agreement, you may resign your employment from any performance awards which are/were forfeited due to failure to achieve the Company requisite performance objectives) which are outstanding and unvested as CEO and President for “Good Reason” within ninety (90) days after the date that any one of the following events described in subparts (1) through (3) (any Termination Date shall become incrementally vested and exercisable on an accelerated basis as if your Termination Date occurred one of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company has not cured or remedied the Good Reason event within thirty (30) days after its receipt of your written notice (such notice shall describe in reasonable detail the basis and underlying facts supporting your belief that a Good Reason event has occurred). Such notice of your intention to resign for Good Reason must be provided to the Company within sixty (60) days of the initial existence of a Good Reason event. Failure to timely provide such written notice to the Company or failure to timely resign your employment for Good Reason means that you will be deemed to have consented to and waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed subject to the terms of this Agreement. “Good Reason” means:year later.

Qualifying Termination. The Company may terminate your employment as CEO and President without Cause at any time and for any reason with notice or you may resign your employment as CEO and President for Good Reason upon thirty (30) days advance written notice. If your employment as CEO and President is terminated due to during the Term without Cause (as defined below) by the Company or by you for “Good Reason” (as defined below) (each, a “Qualifying Termination”), then the Company shall cause to occur each of the following: (A) pay you will be eligible cash severance installment payments in an aggregate amount equal to receive one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the items set forth below subject to first installment of Cash Severance being paid on the 90th day after your timely compliance with Section 6(e) and further provided that no payments for such Qualifying Termination shall be made until on or after the date of a “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A. 409A (i“Section 409A”)) If from the Company terminates your employment as CEO and President between July 1 and September 15 of a given fiscal year, the Company shall pay you for any accrued but unpaid bonus payable pursuant to Section 3(b) above with respect to the immediately preceding completed fiscal year (with such payment occurring at the same time that the final bonus payment would be made if you had remained employed and taking into account any interim payments previously made) (the “Earned BonusTermination Date”); , and the last installment being paid on the first anniversary of the Termination Date; (iiB) The Company shall pay you a pro rata portion pro-rated cash Performance Bonus, calculated as follows: the product of any bonus payable pursuant to Section 3(b(x) above in respect of the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination Date occursoccurred, assuming that the Qualifying Termination had not occurred and that you remained as General Counsel of the Company through the end of such fiscal year, which Performance Bonus, if any, pro-rated for shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in the 2010 Management Incentive Plan or any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days in such of the Company’s fiscal year in which you were employed over prior to the number of total calendar days in such fiscal year (with such payment occurring at the same time that the bonus payment would be made if you had remained employed) (the “Pro Rata Bonus”); (iii) Subject to Section 10 below, the Company shall provide you with cash payments over the eighteen (18)-month period following your Termination Date (and the ​ ​ ​ “Severance Period”) equal in the aggregate to your then current annual Base Salary (prior to any reduction giving rise to Good Reason) denominator of which is 365 days. This pro-rated for the Severance Period. The cash payments provided by this subpart Performance Bonus (iiia “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in substantially equal installments payable under regular payroll practices over which the Severance PeriodQualifying Termination has occurred; (C) accelerate the vesting of your restricted stock units and other time-based vesting equity awards, if any, in accordance with their applicable vesting schedules, as if you had provided that once such payments commence, they will include any unpaid amounts accrued from your an additional twelve (12) months of service to the Company as its General Counsel as of the Termination Date; ; (ivD) The the Company shall will continue to pay the cost (to the same extent that the Company portion was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the premiums for your Company group medical insurance coverage (or alternative comparable coverage) during the Severance Period same extent provided you continue to timely pay (including pursuant to deductions from payments you receive during the Severance Period in accordance with by the Company’s regular payroll practicesgroup plans immediately before the Termination Date for eighteen (18) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period; provided, however, if the Company determines, in its sole discretion, that it cannot pay for the COBRA Benefits without potentially incurring financial cost or penalties under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then the Company shall, in lieu thereof, pay you a taxable cash amount that it would otherwise have paid for the COBRA Benefits, in monthly installments over the same time period, which payment shall be made regardless of whether you elect health care continuation coverage; and (E) the same portion “Accrued Obligations” (if anydefined below) as of the necessary premium that you were responsible to pay as of immediately before your Termination Date. In all casesFor avoidance of doubt, the coverage (and/or reimbursement payments) provided in this subpart shall immediately terminate if you are offered comparable coverage in connection with your employment by another employer; and (v) For purposes of this Agreement, you payments and benefits that may resign your employment from the Company as CEO and President for “Good Reason” within ninety (90) days after the date that any one of the following events described in subparts (1) through (3) (any one of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company has not cured or remedied the Good Reason event within thirty (30) days after its receipt of your written notice (such notice shall describe in reasonable detail the basis and underlying facts supporting your belief that a Good Reason event has occurred). Such notice of your intention to resign for Good Reason must be provided to the Company within sixty (60under Sections 3(e)(i) days of the initial existence of a Good Reason event. Failure to timely provide such written notice to the Company above or failure to timely resign your employment for Good Reason means that you will 3(e)(ii) below shall not be deemed to have consented to provided more than once and waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed subject to the terms of this Agreement. “Good Reason” means:if payments and benefits are provided under

Qualifying Termination. The Except as applies under paragraph 4(b), if prior to the expiration of the Employment Period (without regard to any early termination of the Employment Period as set forth in this paragraph 4), Executive’s employment by the Company may terminate your employment as CEO and President is terminated without Cause at any time and for any reason with notice or you may resign your employment as CEO and President for Good Reason upon thirty (30) days advance written notice. If your employment as CEO and President is terminated due by Executive pursuant to a Qualifying Constructive Termination, or the Company gives Executive notice pursuant to paragraph 1 of this Agreement that it is not renewing the Employment Period, then you will be eligible to receive (i) the items set forth below subject to your timely compliance with Section 6(e) and further provided that no payments for such Qualifying Termination Employment Period shall be made until on or after deemed to have ended as of the date of a “separation from service” within the meaning termination of Code Section 409A. (i) If employment or the Company terminates your employment as CEO and President between July 1 and September 15 end of a given fiscal year, the Company shall pay you for any accrued but unpaid bonus payable pursuant to Section 3(b) above with respect to Employment Period in the immediately preceding completed fiscal year (with such payment occurring at the same time that the final bonus payment would be made if you had remained employed and taking into account any interim payments previously made) case of non-renewal (the “Earned BonusTermination Date”); , and (ii) The Company Executive shall pay you a pro rata portion of be entitled to receive (A) all earned and accrued Base Salary through the Termination Date, any bonus payable pursuant to Section 3(b) above in respect then accrued and unpaid Bonus for any fiscal year of the fiscal year in Company which ended prior to the Termination Date occursDate, if anyall earned but unused Vacation as of the Termination Date, pro-rated for and, subject to the number timely submission of days in such fiscal year in which you were employed over required documentation, all unpaid, reimbursable Expenses as of the number of total calendar days in such fiscal year (with such payment occurring at the same time that the bonus payment would be made if you had remained employed) (the “Pro Rata Bonus”); (iii) Subject to Section 10 below, the Company shall provide you with cash payments over the eighteen (18)-month period following your Termination Date (the ​ ​ ​ “Severance PeriodAccrued Obligations”), subject to Executive’s continued compliance with paragraphs 6, 7 and 8 hereof, (B) an amount equal in to the aggregate to your then current annual product of (x) two (2) and (y) the sum of Executive’s (I) Base Salary and (prior to any reduction giving rise to Good ReasonII) pro-rated for the Severance Period. The cash payments provided by this subpart (iii) shall be paid to you Target Bonus, payable in substantially equal installments payable under regular payroll practices over the Severance Periodmonthly installments, provided that once such payments commence, they will include any unpaid amounts accrued from your Termination Date; (iv) The Company shall continue to pay the Company portion of the premiums for your Company group medical insurance coverage (or alternative comparable coverage) during the Severance Period provided you continue to timely pay (including pursuant to deductions from payments you receive during the Severance Period in accordance with the Company’s regular normal payroll practicespractices in effect on the Termination Date, for the twelve (12) month period following the Termination Date, (C) an amount (the “Pro-Rata Amount”) equal to the product of (p) the same portion (if any) percentage of the necessary premium days in the applicable calendar year that you were responsible to pay as of immediately before your Termination Date. In all cases, the coverage (and/or reimbursement payments) provided in this subpart shall immediately terminate if you are offered comparable coverage in connection with your employment Executive is employed by another employer; and (v) For purposes of this Agreement, you may resign your employment from the Company as CEO and President (q) Executive’s Bonus for “Good Reason” within ninety the immediately preceding fiscal year, payable upon satisfaction of the conditions under paragraph 4(h) hereof, (90D) days continued Benefits during the period beginning on the Termination Date and ending on the first to occur of (xx) the date eighteen (18) months after the Termination Date and (yy) the first date after the date that any one hereof on which Executive accepts employment from a company or other entity other than a member of the following events described in subparts Company Group, and (1E) through (3) (any one of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only outplacement services provided by a nationally-recognized outplacement firm, such services to be effective if commensurate with the Company has not cured or remedied the Good Reason event within thirty (30) days after its receipt of your written notice (such notice shall describe in reasonable detail the basis and underlying facts supporting your belief that a Good Reason event has occurred). Such notice of your intention to resign for Good Reason must be services commonly provided to the Company within sixty (60) days of the initial existence of a Good Reason event. Failure person in a position comparable to timely provide such written notice Executive’s position as Chief Executive Officer, subject, in each case, to the Company or failure to timely resign your employment for Good Reason means that you will be deemed to have consented to withholding and waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed subject to the terms of this Agreement. “Good Reason” means:other appropriate deductions.

Qualifying Termination. The Company may terminate Subject to Section 3(b) below and your continued compliance with the Confidentiality Agreement (as defined below), if your employment as CEO and President without Cause at any time and for any reason with notice or you may resign your employment as CEO and President for Good Reason upon thirty (30) days advance written notice. If your employment as CEO and President is terminated due to a Qualifying Termination, then then, the Company will provide you will be eligible with: (i) payment of any Base Salary that is earned, due and payable to receive you up to and including the items set forth below subject to your timely compliance with Section 6(elast day of employment; (ii) and further provided payment of any Performance Bonus that no payments for such Qualifying Termination shall be made until was earned, but not yet paid, on or after the date of a “separation from service” within the meaning termination; (iii) an amount equal to 12 months of Code Section 409A. (i) If the Company terminates your employment as CEO and President between July 1 and September 15 of a given fiscal year, the Company shall pay you for any accrued but unpaid bonus payable pursuant to Section 3(b) above with respect to the immediately preceding completed fiscal year (with such payment occurring at the same time that the final bonus payment would be made if you had remained employed and taking into account any interim payments previously made) Base Salary then in effect (the “Earned BonusSeverance”); (ii) The Company shall pay you a pro rata portion of any bonus , payable pursuant to Section 3(b) above in respect of the fiscal year in which the Termination Date occurs, if any, pro-rated for the number of days in such fiscal year in which you were employed over the number of total calendar days in such fiscal year (with such payment occurring at the same time that the bonus payment would be made if you had remained employed) (the “Pro Rata Bonus”); (iii) Subject to Section 10 below, the Company shall provide you with cash payments over the eighteen (18)-month period following your Termination Date (the ​ ​ ​ “Severance Period”) equal in the aggregate to your then current annual Base Salary (prior to any reduction giving rise to Good Reason) pro-rated for the Severance Period. The cash payments provided by this subpart (iii) shall be paid to you in substantially equal installments payable under regular payroll practices over the Severance Period, provided that once such payments commence, they will include any unpaid amounts accrued from your Termination Date; (iv) The Company shall continue to pay the Company portion of the premiums for your Company group medical insurance coverage (or alternative comparable coverage) during the Severance Period provided you continue to timely pay (including pursuant to deductions from payments you receive during the Severance Period in accordance with the Company’s normal payroll practices over the 12-month period following the termination of your employment (the “Severance Period”), with such installments commencing on the first regular payroll practices) date following the same portion (if any) effective date of the necessary premium that you were responsible Release (as defined below), and amounts otherwise payable prior to pay as of immediately before your Termination Date. In all casessuch first payroll date shall be paid on such date without interest thereon; (iv) subject to insurer approval and any required exclusions, continued participation under the coverage (and/or reimbursement payments) provided in this subpart shall immediately terminate if you are offered comparable coverage in connection with your Company benefits plans for the minimum period required pursuant to applicable employment by another employeror labour standards legislation; and (v) For purposes the minimum amount of this Agreementvacation pay as may then be required to be paid to your pursuant to applicable employment or labour standards legislation; (vi) all outstanding Time Vesting Awards (as defined below) shall, to the extent then-unvested, vest (and, as applicable, become exercisable) on an accelerated basis as of the Termination Date with respect to the number of shares underlying the award that would have vested had you may resign your remained in continuous employment during the 24-month period following the Termination Date; provided, however, that, with respect to any Time Vesting Award that vests on a quarterly basis, the number of Parent shares that become vested in accordance with the foregoing shall be calculated assuming that the vesting schedule for such award is monthly (rather than quarterly) over the vesting period from the Company as CEO and President for “Good Reason” within ninety (90) days after applicable vesting commencement date. Notwithstanding the foregoing, in the event that such Qualifying Termination occurs during the 24-month period following the date that any one on which a Change in Control is consummated, all of your then-outstanding Time Vesting Awards shall, to the extent then-unvested, become fully vested (and, as applicable, exercisable) on an accelerated basis as of the following events described in subparts Termination Date; and (1vii) through (3) (to the extent that the compensation and benefits set out above do not fully satisfy your entitlements under the applicable employment or labour standards legislation, payment and provision of any one of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only additional compensation and benefits that are then required to be effective if the Company has not cured paid or remedied the Good Reason event within thirty (30) days after its receipt of your written notice (such notice shall describe in reasonable detail the basis and underlying facts supporting your belief that a Good Reason event has occurred). Such notice of your intention to resign for Good Reason must be provided to the Company within sixty (60) days of you to satisfy your minimum entitlements under the initial existence of a Good Reason eventapplicable employment or labour standards legislation. Failure to timely provide such written notice to For absolute clarity, in no case will you receive less than the Company or failure to timely resign your employment for Good Reason means minimum payments and benefits that you will be deemed to have consented to and waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed subject to the terms of this Agreement. “Good Reason” means:are then

Qualifying Termination. The Company may terminate your employment as CEO and President without Cause at any time and for any reason with notice or you may resign your employment as CEO and President for Good Reason upon thirty (30) days advance written notice. If your employment as CEO and President Subject to Section 4(a)(ii), if during the Term there is terminated due to a Qualifying Termination, then you will shall be eligible to receive each of the items set forth below following: (A) cash severance payments (“Cash Severance”) in an aggregate amount equal to fifty percent (50%) of your annual Base Salary as in effect on your Termination Date being paid, subject to Section 14 below, in five monthly pro-rata installments with the first installment of Cash Severance being paid on the 60th day after your timely compliance with Section 6(eSeparation from Service from the Company and the last installment being paid on the six month anniversary of the Termination Date; and (B) and further to the extent permitted by applicable laws without incurring statutory penalties, the Company will continue to pay the cost (to the same extent that the Company was doing so immediately before the Termination Date) for all group employee health benefits coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group health plans immediately before the Termination Date (“COBRA Benefits”) for six (6) months after the Termination Date or until you become eligible for group health insurance benefits from another employer, whichever occurs first, provided that no payments for such Qualifying Termination shall be made until on or after the date of a “separation from service” within the meaning of Code Section 409A. you timely elect COBRA coverage. You agree (i) If at any time either before or during the period of time you are receiving benefits under this subsection (B) or section 4(a)(ii)(b) below, to inform the Company terminates your employment as CEO and President between July 1 and September 15 of a given fiscal year, the Company shall pay you for any accrued but unpaid bonus payable pursuant to Section 3(b) above with respect to the immediately preceding completed fiscal year (with such payment occurring at the same time that the final bonus payment would be made promptly in writing if you had remained employed become eligible to receive group health coverage from another employer and taking into account to respond to any interim payments previously made) (the “Earned Bonus”); Company inquiries confirming that you did not become eligible for other coverage; and (ii) The Company shall pay that you a pro rata portion may not increase the number of any bonus payable pursuant to Section 3(b) above in respect of the fiscal year in which the Termination Date occursyour designated dependents, if any, pro-rated for the number of days in such fiscal year in which during this time unless you were employed over the number of total calendar days in such fiscal year (with such payment occurring do so at the same time that the bonus payment would be made if you had remained employed) (the “Pro Rata Bonus”); (iii) Subject to Section 10 below, the Company shall provide you with cash payments over the eighteen (18)-month period following your Termination Date (the ​ ​ ​ “Severance Period”) equal in the aggregate to your then current annual Base Salary (prior to any reduction giving rise to Good Reason) pro-rated for the Severance Periodown expense. The cash payments provided by this subpart (iii) period of such COBRA Benefits shall be paid to you in substantially equal installments payable under regular payroll practices over the Severance Period, provided that once such payments commence, they will include any unpaid amounts accrued from considered part of your Termination Date; (iv) The Company shall continue to pay the Company portion of the premiums for your Company group medical insurance COBRA coverage (or alternative comparable coverage) during the Severance Period provided you continue to timely pay (including pursuant to deductions from payments you receive during the Severance Period in accordance with the Company’s regular payroll practices) the same portion (if any) of the necessary premium that you were responsible to pay as of immediately before your Termination Date. In all cases, the coverage (and/or reimbursement payments) provided in this subpart shall immediately terminate if you are offered comparable coverage in connection with your employment by another employerentitlement period; and (vC) For purposes any equity compensation awards (including the Option (if granted)) previously granted to you (but excluding any portion of this Agreement, you may resign your employment from any performance awards which are/were forfeited due to failure to achieve the Company requisite performance objectives) which are outstanding and unvested as CEO and President for “Good Reason” within ninety (90) days after the date that any one of the following events described in subparts Termination Date shall become incrementally vested and exercisable on an accelerated basis as if your Termination Date occurred six (16) through (3) (any one of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company has not cured or remedied the Good Reason event within thirty (30) days after its receipt of your written notice (such notice shall describe in reasonable detail the basis and underlying facts supporting your belief that a Good Reason event has occurred). Such notice of your intention to resign for Good Reason must be provided to the Company within sixty (60) days of the initial existence of a Good Reason event. Failure to timely provide such written notice to the Company or failure to timely resign your employment for Good Reason means that you will be deemed to have consented to and waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed subject to the terms of this Agreement. “Good Reason” means:months later.

Qualifying Termination. The Company may terminate your employment as CEO and President without Cause at any time and for any reason with notice or you may resign your employment as CEO and President for Good Reason upon thirty (30) days advance written notice. If your employment as CEO and President is terminated due to during the Term without Cause (as defined below) by the Company or by you for “Good Reason” (as defined below) (each, a “Qualifying Termination”), then the Company shall cause to occur each of the following: (A) pay you will be eligible cash severance installment payments in an aggregate amount equal to receive one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the items set forth below subject to first installment of Cash Severance being paid on the 90th day after your timely compliance with Section 6(e) and further provided that no payments for such Qualifying Termination shall be made until on or after the date of a “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A. 409A (i“Section 409A”)) If from the Company terminates your employment as CEO and President between July 1 and September 15 of a given fiscal year, the Company shall pay you for any accrued but unpaid bonus payable pursuant to Section 3(b) above with respect to the immediately preceding completed fiscal year (with such payment occurring at the same time that the final bonus payment would be made if you had remained employed and taking into account any interim payments previously made) (the “Earned BonusTermination Date”), and the last installment being paid on the first anniversary of the Termination Date; (iiB) The Company shall pay you a pro rata portion pro-rated cash Performance Bonus, calculated as follows: the product of any bonus payable pursuant to Section 3(b(x) above in respect of the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination Date occursoccurred, assuming that the Qualifying Termination had not occurred and that you remained as Chief Financial Officer of the Company through the end of such fiscal year, which Performance Bonus, if any, pro-rated for shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in the 2010 Management Incentive Plan or any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days in such of the Company’s fiscal year in which you were employed over prior to the number of total calendar days in such fiscal year (with such payment occurring at the same time that the bonus payment would be made if you had remained employed) (the “Pro Rata Bonus”); (iii) Subject to Section 10 below, the Company shall provide you with cash payments over the eighteen (18)-month period following your Termination Date (and the ​ ​ ​ “Severance Period”) equal in the aggregate to your then current annual Base Salary (prior to any reduction giving rise to Good Reason) denominator of which is 365 days. This pro-rated for the Severance Period. The cash payments provided by this subpart Performance Bonus (iiia “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in substantially equal installments payable under regular payroll practices over which the Severance PeriodQualifying Termination has occurred; ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ March 25, 2015 (C) accelerate the vesting of your restricted stock units and other time-based vesting equity awards, if any, in accordance with their applicable vesting schedules, as if you had provided that once such payments commence, they will include any unpaid amounts accrued from your an additional twelve (12) months of service to the Company as its Chief Financial Officer as of the Termination Date; (ivD) The the Company shall will continue to pay the cost (to the same extent that the Company portion was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the premiums for your Company group medical insurance coverage (or alternative comparable coverage) during the Severance Period same extent provided you continue to timely pay (including pursuant to deductions from payments you receive during the Severance Period in accordance with by the Company’s regular payroll practicesgroup plans immediately before the Termination Date for eighteen (18) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period; provided, however, if the Company determines, in its sole discretion, that it cannot pay for the COBRA Benefits without potentially incurring financial cost or penalties under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then the Company shall, in lieu thereof, pay you a taxable cash amount that it would otherwise have paid for the COBRA Benefits, in monthly installments over the same portion (if any) time period, which payment shall be made regardless of the necessary premium that whether you were responsible to pay as of immediately before your Termination Date. In all cases, the coverage (and/or reimbursement payments) provided in this subpart shall immediately terminate if you are offered comparable coverage in connection with your employment by another employerelect health care continuation coverage; and (vE) the “Accrued Obligations” (defined below) as of the Termination Date. For purposes avoidance of this Agreementdoubt, you the payments and benefits that may resign be provided under Sections 3(e)(i) above or 3(e)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsections. For avoidance of doubt, any Cash Severance benefits provided under Sections 3(e)(i) above or 3(e)(ii) below shall be calculated prior to giving effect to any reduction in Base Salary or target Performance Bonus that would give rise to your employment from the Company as CEO and President right to terminate for “Good Reason” within ninety (90. Additionally, any Cash Severance benefits provided under Sections CONFIDENTIAL ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ March 25, 2015 3(e)(i) days after the date that above or 3(e)(ii) below shall be calculated prior to giving effect to any one elected or agreed upon temporary forbearance from payment of the following events described in subparts (1) through (3) (any one of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company has not cured Base Salary or remedied the Good Reason event within thirty (30) days after its receipt of your written notice (such notice shall describe in reasonable detail the basis and underlying facts supporting your belief that a Good Reason event has occurred). Such notice of your intention to resign for Good Reason must be provided to the Company within sixty (60) days of the initial existence of a Good Reason event. Failure to timely provide such written notice to the Company or failure to timely resign your employment for Good Reason means that you will be deemed to have consented to and waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed subject to the terms of this Agreement. “Good Reason” means:Performance Bonus.

Qualifying Termination. The Company may terminate your employment as CEO and President without Cause at any time and for any reason with notice or you may resign your employment as CEO and President for Good Reason upon thirty (30) days advance written notice. If your employment as CEO and President is terminated due to during the Term without Cause (as defined below) by the Company or by you for “Good Reason” (as defined below) (each, a “Qualifying Termination”), then the Company shall cause to occur each of the following: (A) pay you will be eligible cash severance installment payments in an aggregate amount equal to receive one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the items set forth below subject to first installment of Cash Severance being paid on the 90th day after your timely compliance with Section 6(e) and further provided that no payments for such Qualifying Termination shall be made until on or after the date of a “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A. 409A (i“Section 409A”)) If from the Company terminates your employment as CEO and President between July 1 and September 15 of a given fiscal year, the Company shall pay you for any accrued but unpaid bonus payable pursuant to Section 3(b) above with respect to the immediately preceding completed fiscal year (with such payment occurring at the same time that the final bonus payment would be made if you had remained employed and taking into account any interim payments previously made) (the “Earned BonusTermination Date”), and the last installment being paid on the first anniversary of the Termination Date; (iiB) The Company shall pay you a pro rata portion pro-rated cash Performance Bonus, calculated as follows: the product of any bonus payable pursuant to Section 3(b(x) above in respect of the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination Date occursoccurred, assuming that the Qualifying Termination had not occurred and that you remained as Executive Vice President, Global Operations of the Company through the end of such fiscal year, which Performance Bonus, if any, pro-rated for shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in the 2010 Management Incentive Plan or any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days in such of the Company’s fiscal year in which you were employed over the number of total calendar days in such fiscal year (with such payment occurring at the same time that the bonus payment would be made if you had remained employed) (the “Pro Rata Bonus”); (iii) Subject to Section 10 below, the Company shall provide you with cash payments over the eighteen (18)-month period following your Termination Date (the ​ ​ ​ “Severance Period”) equal in the aggregate to your then current annual Base Salary (prior to any reduction giving rise to Good Reason) the Termination ▇▇▇ ▇▇▇▇▇▇ March 25, 2015 Date and the denominator of which is 365 days. This pro-rated for the Severance Period. The cash payments provided by this subpart Performance Bonus (iiia “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in substantially equal installments payable under regular payroll practices over which the Severance PeriodQualifying Termination has occurred; (C) accelerate the vesting of your restricted stock units and other time-based vesting equity awards, if any, in accordance with their applicable vesting schedules, as if you had provided that once such payments commencean additional twelve (12) months of service to the Company as its Executive Vice President, they will include any unpaid amounts accrued from your Global Operations as of the Termination Date; (ivD) The the Company shall will continue to pay the cost (to the same extent that the Company portion was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the premiums for your Company group medical insurance coverage (or alternative comparable coverage) during the Severance Period same extent provided you continue to timely pay (including pursuant to deductions from payments you receive during the Severance Period in accordance with by the Company’s regular payroll practicesgroup plans immediately before the Termination Date for eighteen (18) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period; provided, however, if the Company determines, in its sole discretion, that it cannot pay for the COBRA Benefits without potentially incurring financial cost or penalties under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then the Company shall, in lieu thereof, pay you a taxable cash amount that it would otherwise have paid for the COBRA Benefits, in monthly installments over the same portion (if any) time period, which payment shall be made regardless of the necessary premium that whether you were responsible to pay as of immediately before your Termination Date. In all cases, the coverage (and/or reimbursement payments) provided in this subpart shall immediately terminate if you are offered comparable coverage in connection with your employment by another employerelect health care continuation coverage; and (vE) the “Accrued Obligations” (defined below) as of the Termination Date. For purposes avoidance of this Agreementdoubt, you the payments and benefits that may resign be provided under Sections 3(e)(i) above or 3(e)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsections. For avoidance of doubt, any Cash Severance ▇▇▇ ▇▇▇▇▇▇ March 25, 2015 benefits provided under Sections 3(e)(i) above or 3(e)(ii) below shall be calculated prior to giving effect to any reduction in Base Salary or target Performance Bonus that would give rise to your employment from the Company as CEO and President right to terminate for “Good Reason” within ninety (90. Additionally, any Cash Severance benefits provided under Sections 3(e)(i) days after the date that above or 3(e)(ii) below shall be calculated prior to giving effect to any one elected or agreed upon temporary forbearance from payment of the following events described in subparts (1) through (3) (any one of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company has not cured Base Salary or remedied the Good Reason event within thirty (30) days after its receipt of your written notice (such notice shall describe in reasonable detail the basis and underlying facts supporting your belief that a Good Reason event has occurred). Such notice of your intention to resign for Good Reason must be provided to the Company within sixty (60) days of the initial existence of a Good Reason event. Failure to timely provide such written notice to the Company or failure to timely resign your employment for Good Reason means that you will be deemed to have consented to and waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed subject to the terms of this Agreement. “Good Reason” means:Performance Bonus.

Qualifying Termination. The Company may terminate your employment as CEO and President without Cause at any time and for any reason with notice or you may resign your employment as CEO and President for Good Reason upon thirty (30) days advance written notice. If your employment as CEO and President is terminated due to If, during the Term, Executive incurs a Qualifying Termination, then you will be eligible to receive the items set forth below subject to your and conditioned upon Executive’s timely execution of a settlement agreement in a form prescribed by the Company, which shall be in full and final settlement of all and any rights and claims which the Executive has or may have against the Company and any of its subsidiaries and affiliates, and any of its or their directors, officers, employees and shareholders, arising from or in connection with his employment or directorships and / or their termination (including both contractual and statutory employment claims in the UK) (the “Release”) which becomes effective as soon as reasonably practicable following the Termination Date, but in no event later than five (5) days following the Termination Date and Executive’s continued compliance with the provisions of Section 6(e) and further provided that no payments for such Qualifying Termination shall be made until on or after the date of a “separation from service” within the meaning of Code Section 409A. (i) If the Company terminates your employment as CEO and President between July 1 and September 15 of a given fiscal year6 hereof, the Company shall pay you for any accrued but unpaid bonus payable pursuant or provide to Section 3(b) above with respect Executive the following (in addition to the Accrued Obligations): (i) The Company shall continue to pay to Executive amounts equal to Executive’s then-current Base Salary (which, in the event of a resignation by Executive for Good Reason due to a material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately preceding completed fiscal year (with prior to such payment occurring at the same time that the final bonus payment would be made if you had remained employed and taking into account any interim payments previously madereduction) (the “Earned BonusContinued Salary Severance”) during the period commencing on the Termination Date and ending on the last day of the then-current Term (the “Severance Period”);. The Company shall pay the Continued Salary Severance in substantially equal installments in accordance with the Company’s customary payroll practices during the Severance Period; provided, that no such payments shall be made prior to the date on which the Release becomes effective and irrevocable and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Continued Salary Severance payments shall be made prior to the beginning of the second (2nd) such calendar year (and any payments otherwise payable prior thereto shall instead be paid on the first regularly scheduled Company payroll date occurring in the latter such calendar year or, if later, the first regularly scheduled Company payroll date occurring after the Release becomes effective and irrevocable (in either case, the “First Payroll Date”)). (ii) The Company shall pay you to Executive a pro rata portion lump sum payment (the “Lump Sum Severance”) equal to (A) two (2) times the Average Compensation less (B) an amount equal to the Continued Salary Severance, payable in a single lump sum cash payment on the First Payroll Date. For purposes of any bonus payable pursuant this Agreement, “Average Compensation” is the average of the sum of Executive’s actual (x) EU-DOCS\45887982.1 Base Salary (which, in the event of a resignation by Executive for Good Reason due to Section 3(ba material reduction in Executive’s Base Salary, shall be the Base Salary in effect immediately prior to such reduction) above and (y) Annual Bonus, in respect of each case, for the three (3) fiscal years ending immediately prior to the fiscal year in which the Qualifying Termination Date occurs. For the avoidance of doubt, if any, pro-rated for in no event shall the number of days in such fiscal year in which you were employed over the number of total calendar days in such fiscal year (with such payment occurring at the same time that the bonus payment would be made if you had remained employed) (the “Pro Rata Bonus”); (iii) Subject to Section 10 below, the Company shall provide you with cash payments over the eighteen (18)-month period following your Termination Date (the ​ ​ ​ “Severance Period”) equal in the aggregate to your then current annual Base Salary (prior to any reduction giving rise to Good Reason) pro-rated for the Severance Period. The cash payments provided by this subpart (iii) shall be paid to you in substantially equal installments payable under regular payroll practices over the Severance Period, provided that once such payments commence, they will include any unpaid amounts accrued from your Termination Date; (iv) The Company shall continue to pay the Company portion sum of the premiums for your Company group medical insurance coverage Lump Sum Severance plus the Continued Salary Severance exceed two (or alternative comparable coverage2) during times the Severance Period provided you continue to timely pay (including pursuant to deductions from payments you receive during the Severance Period in accordance with the Company’s regular payroll practices) the same portion (if any) of the necessary premium that you were responsible to pay as of immediately before your Termination Date. In all cases, the coverage (and/or reimbursement payments) provided in this subpart shall immediately terminate if you are offered comparable coverage in connection with your employment by another employer; and (v) For purposes of this Agreement, you may resign your employment from the Company as CEO and President for “Good Reason” within ninety (90) days after the date that any one of the following events described in subparts (1) through (3) (any one of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company has not cured or remedied the Good Reason event within thirty (30) days after its receipt of your written notice (such notice shall describe in reasonable detail the basis and underlying facts supporting your belief that a Good Reason event has occurred). Such notice of your intention to resign for Good Reason must be provided to the Company within sixty (60) days of the initial existence of a Good Reason event. Failure to timely provide such written notice to the Company or failure to timely resign your employment for Good Reason means that you will be deemed to have consented to and waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed subject to the terms of this Agreement. “Good Reason” means:Average Compensation.

Qualifying Termination. The Company may terminate your employment as CEO and President without Cause at any time and for any reason with notice or you may resign your employment as CEO and President for Good Reason upon thirty (30) days advance written notice. If your employment as CEO and President Subject to Section 4(a)(ii), if during the Term there is terminated due to a Qualifying Termination, then you will shall be eligible to receive each of the items set forth below subject to your timely compliance with Section 6(e) and further provided that no payments for such Qualifying Termination shall be made until on or after the date of a “separation from service” within the meaning of Code Section 409A.following: (iA) If the Company terminates cash severance payments (“Cash Severance”) in an aggregate amount equal to one hundred and fifty percent (150%) of your employment annual Base Salary as CEO and President between July 1 and September 15 of a given fiscal year, the Company shall pay you for any accrued but unpaid bonus payable pursuant to Section 3(b) above with respect to the immediately preceding completed fiscal year (with such payment occurring at the same time that the final bonus payment would be made if you had remained employed and taking into account any interim payments previously made) (the “Earned Bonus”); (ii) The Company shall pay you a pro rata portion of any bonus payable pursuant to Section 3(b) above in respect of the fiscal year in which the Termination Date occurs, if any, pro-rated for the number of days in such fiscal year in which you were employed over the number of total calendar days in such fiscal year (with such payment occurring at the same time that the bonus payment would be made if you had remained employed) (the “Pro Rata Bonus”); (iii) Subject to Section 10 below, the Company shall provide you with cash payments over the eighteen (18)-month period following effect on your Termination Date (the ​ ​ ​ “Severance Period”) equal being paid, subject to Section 14 below, in the aggregate to your then current annual Base Salary (prior to any reduction giving rise to Good Reason) pro-rated for rata installments on the Company’s normal payroll dates with the first installment of Cash Severance Period. The cash payments provided by this subpart (iii) shall be being paid to you in substantially equal installments payable under regular payroll practices over on the Severance Period, provided that once such payments commence, they will include any unpaid amounts accrued 60th day after your Separation from your Service from the Company and the last installment being paid on the eighteen month anniversary of the Termination Date; (ivB) The to the extent permitted by applicable laws without incurring statutory penalties, the Company shall will continue to pay the cost (to the same extent that the Company portion was doing so immediately before the Termination Date) for all group employee health benefits coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the premiums for your Company group medical insurance coverage (or alternative comparable coverage) during the Severance Period same extent provided you continue to timely pay (including pursuant to deductions from payments you receive during the Severance Period in accordance with by the Company’s regular payroll practicesgroup health plans immediately before the Termination Date (“COBRA Benefits”) for eighteen (18) months after the same portion Termination Date or until you become eligible for group health insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage. You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (B) or section 4(a)(ii)(b) below, to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer and to respond to any Company inquiries confirming that you did not become eligible for other coverage; and (ii) that you may not increase the number of your designated dependents, if any) , during this time unless you do so at your own expense. The period of the necessary premium that you were responsible to pay as such COBRA Benefits shall be considered part of immediately before your Termination Date. In all cases, the COBRA coverage (and/or reimbursement payments) provided in this subpart shall immediately terminate if you are offered comparable coverage in connection with your employment by another employerentitlement period; and (vC) For purposes any equity compensation awards (including the Option (if granted)) previously granted to you (but excluding any portion of this Agreement, you may resign your employment from any performance awards which are/were forfeited due to failure to achieve the Company requisite performance objectives) which are outstanding and unvested as CEO and President for “Good Reason” within ninety (90) days after the date that any one of the following events described in subparts Termination Date shall become incrementally vested and exercisable on an accelerated basis as if your Termination Date occurred eighteen (118) through (3) (any one of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company has not cured or remedied the Good Reason event within thirty (30) days after its receipt of your written notice (such notice shall describe in reasonable detail the basis and underlying facts supporting your belief that a Good Reason event has occurred). Such notice of your intention to resign for Good Reason must be provided to the Company within sixty (60) days of the initial existence of a Good Reason event. Failure to timely provide such written notice to the Company or failure to timely resign your employment for Good Reason means that you will be deemed to have consented to and waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed subject to the terms of this Agreement. “Good Reason” means:months later.

Qualifying Termination. The Company may terminate your employment as CEO and President without Cause at any time and for any reason with notice or you may resign your employment as CEO and President for Good Reason upon thirty (30) days advance written notice. If your employment as CEO and President is terminated due to a Qualifying Termination, then you will be eligible to receive during the items set forth below subject to your timely compliance with Section 6(e) and further provided that no payments for such Qualifying Termination shall be made until on or after Employment Period the date of Executive suffers a “separation from service” (as defined in Treasury Regulation §1.409A-1(h)) because his employment is terminated either (1) by the Corporation other than for Cause or, Disability or by reason of the Executive’s death or (2) by the Executive for Good Reason (each, a “Qualifying Termination”), then, on the date that is six months after the Date of Termination (or, if earlier than the end of such six-month period, within 30 days following the meaning date of Code Section 409A.the Executive’s death), the Corporation will pay to the Executive (except as provided below) as compensation for services rendered to the Corporation: (1) A lump-sum cash amount equal to the sum of: (i) If the Company terminates your employment as CEO and President between July 1 and September 15 Executive’s unpaid Base Salary through the Date of a given fiscal year, the Company shall pay you for any accrued but unpaid bonus payable pursuant to Section 3(b) above with respect to the immediately preceding completed fiscal year Termination (with such payment occurring at the same rate in effect on the Date of Termination or, if higher, at the highest rate in effect at any time that within the final bonus payment would be made if you had remained employed and taking into account any interim payments previously made) (90-day period preceding the “Earned Bonus”Effective Date);; plus (ii) The Company shall pay you that portion of the target Annual Bonus under the Corporation’s incentive compensation plans or any similar plans or programs then in effect determined by multiplying the target Annual Bonus by the fraction arrived at by dividing the number of full weeks for which the Executive was employed during the Fiscal Year in which his Date of Termination occurred by 52; plus (iii) a pro rata portion of the target payments under the Corporation’s long-term performance bonus (“LTI”) plans, or any bonus payable pursuant similar plans or programs then in effect, adopted with respect to Section 3(b) above in the current Fiscal Year and with respect to each of the fiscal year immediately two preceding Fiscal Years. In each case, the pro rata portion of the LTI payment shall be determined by dividing the number of full weeks for which the Executive was employed since the beginning of the Fiscal Year with respect to which the relevant LTI plan was adopted to his Date of Termination by 156; plus (iv) any unpaid vacation under the Corporation’s vacation policy in effect at the Date of Termination (or, if more favorable to the Executive, under any vacation policy of the Corporation in effect at any time within the 90-day period preceding the Effective Date). (2) A lump-sum cash amount equal to the sum of: (i) threetwo times the Executive’s highest annual rate of Base Salary in effect during the 12-month period prior to the Date of Termination; plus (ii) threetwo times the Executive’s target annual bonus in effect for the Fiscal Year in which the Termination Date Change of Control occurs, if any, pro-rated for the number of days in such fiscal year in which you were employed over the number of total calendar days in such fiscal year (with such payment occurring at the same time that the bonus payment would be made if you had remained employed) (the “Pro Rata Bonus”); ; plus (iii) Subject to Section 10 below, three times the Company shall provide you with cash payments over the eighteen (18)-month period following your Termination Date (the ​ ​ ​ “Severance Period”) equal in the aggregate to your then current annual Base Salary (prior to any reduction giving rise to Good Reason) pro-rated target LTI payment for the Severance PeriodFiscal Year in which the Change of Control occurs. The cash payments provided by Any amount paid to the Executive pursuant to this subpart (iiiSection 7(d)(2) shall be paid offset by any other amount of severance relating to you in substantially equal installments payable under regular payroll practices over salary or bonus continuation to be received by the Severance Period, provided that once such payments commence, they will include any unpaid amounts accrued from your Termination Date; (iv) The Company shall continue to pay the Company portion Executive upon termination of the premiums for your Company group medical insurance coverage (Executive’s employment under any other severance plan, policy, employment agreement or alternative comparable coverage) during the Severance Period provided you continue to timely pay (including pursuant to deductions from payments you receive during the Severance Period in accordance with the Company’s regular payroll practices) the same portion (if any) arrangement of the necessary premium that you were responsible to pay as of immediately before your Termination Date. In all cases, the coverage (and/or reimbursement payments) provided in this subpart shall immediately terminate if you are offered comparable coverage in connection with your employment by another employer; andCorporation. (v) For purposes of this Agreement, you may resign your employment from the Company as CEO and President for “Good Reason” within ninety (90) days after the date that any one of the following events described in subparts (1) through (3) (any one of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company has not cured or remedied the Good Reason event within thirty (30) days after its receipt of your written notice (such notice shall describe in reasonable detail the basis and underlying facts supporting your belief that a Good Reason event has occurred). Such notice of your intention to resign for Good Reason must be provided A lump sum cash amount equal to the Company within sixty excess of (60i) days the actuarial present value as of the initial existence Date of a Good Reason event. Failure to timely provide such written notice Termination of the benefits that would be accrued under the FedEx Corporation Employees’ Pension Plan and the FedEx Corporation Retirement Parity Pension Plan determined by assuming that (A) the Executive has earned an additional 36 months of the Executive’s highest annual rate of Base Salary in effect during the 12-month period prior to the Company or failure to timely resign your employment Date of Termination and target annual bonus in effect for Good Reason means that you will be deemed to have consented to the Fiscal Year in which the Change of Control occurs and waived (B) the Good Reason event. If Executive is credited with an additional 36 months of age and service under such plans, over (ii) the Company does timely cure or remedy actuarial present value of the Good Reason event, then you may either resign your employment actual benefits accrued by the Executive as of the Date of Termination under such plans without Good Reason or you may continue to remain employed subject the assumptions set forth in clauses (A) and (B) of this Section (7)(d)(3). (4) A lump sum cash amount equal to the terms Corporation’s cost (determined as of this Agreement. “Good Reason” means:the Date of Termination) of 36 months of coverage under

Qualifying Termination. The Company may terminate your employment as CEO and President without Cause at any time and for any reason with notice or you may resign your employment as CEO and President for Good Reason upon thirty (30) days advance written notice. If your employment as CEO and President is terminated due to during the Term without Cause (as defined below) by the Company or by you for “Good Reason” (as defined below) (each, a “Qualifying Termination”), then the Company shall cause to occur each of the following: (A) pay you will be eligible cash severance installment payments in an aggregate amount equal to receive one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the items set forth below subject to first installment of Cash Severance being paid on the 90th day after your timely compliance with Section 6(e) and further provided that no payments for such Qualifying Termination shall be made until on or after the date of a “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 409A. 409A (i“Section 409A”)) If from the Company terminates your employment as CEO and President between July 1 and September 15 of a given fiscal year, the Company shall pay you for any accrued but unpaid bonus payable pursuant to Section 3(b) above with respect to the immediately preceding completed fiscal year (with such payment occurring at the same time that the final bonus payment would be made if you had remained employed and taking into account any interim payments previously made) (the “Earned BonusTermination Date”); , and the last installment being paid on the first anniversary of the Termination Date; (iiB) The Company shall pay you a pro rata portion pro-rated cash Performance Bonus, calculated as follows: the product of any bonus payable pursuant to Section 3(b(x) above in respect of the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination Date occursoccurred, assuming that the Qualifying Termination had not occurred and that you remained as President, Worldwide Cinema of the Company through the end of such fiscal year, which Performance Bonus, if any, pro-rated for shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in the 2010 Management Incentive Plan or any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days in such of the Company’s fiscal year in which you were employed over prior to the number of total calendar days in such fiscal year (with such payment occurring at the same time that the bonus payment would be made if you had remained employed) (the “Pro Rata Bonus”); (iii) Subject to Section 10 below, the Company shall provide you with cash payments over the eighteen (18)-month period following your Termination Date (and the ​ ​ ​ “Severance Period”) equal in the aggregate to your then current annual Base Salary (prior to any reduction giving rise to Good Reason) denominator of which is 365 days. This pro-rated for the Severance Period. The cash payments provided by this subpart Performance Bonus (iiia “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in substantially equal installments payable under regular payroll practices over which the Severance PeriodQualifying Termination has occurred; (C) accelerate the vesting of your RSUs and other time-based vesting equity awards, if any, in accordance with their applicable vesting schedules, as if you had provided that once such payments commencean additional twelve (12) months of service to the Company as its President, they will include any unpaid amounts accrued from your Worldwide Cinema as of the Termination Date; ; (ivD) The the Company shall will continue to pay the cost (to the same extent that the Company portion was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the premiums for your Company group medical insurance coverage (or alternative comparable coverage) during the Severance Period same extent provided you continue to timely pay (including pursuant to deductions from payments you receive during the Severance Period in accordance with by the Company’s regular payroll practicesgroup plans immediately before the Termination Date for eighteen (18) months after the Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period; provided, however, if the Company determines, in its sole discretion, that it cannot pay for the COBRA Benefits without potentially incurring financial cost or penalties under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then the Company shall, in lieu thereof, pay you a taxable cash amount that it would otherwise have paid for the COBRA Benefits, in monthly installments over the same time period, which payment shall be made regardless of whether you elect health care continuation coverage; and (E) the same portion “Accrued Obligations” (if anydefined below) as of the necessary premium that you were responsible to pay as of immediately before your Termination Date. In all casesFor avoidance of doubt, the coverage (and/or reimbursement payments) provided in this subpart shall immediately terminate if you are offered comparable coverage in connection with your employment by another employer; and (v) For purposes of this Agreement, you payments and benefits that may resign your employment from the Company as CEO and President for “Good Reason” within ninety (90) days after the date that any one of the following events described in subparts (1) through (3) (any one of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company has not cured or remedied the Good Reason event within thirty (30) days after its receipt of your written notice (such notice shall describe in reasonable detail the basis and underlying facts supporting your belief that a Good Reason event has occurred). Such notice of your intention to resign for Good Reason must be provided to the Company within sixty (60under Sections 3(e)(i) days of the initial existence of a Good Reason event. Failure to timely provide such written notice to the Company above or failure to timely resign your employment for Good Reason means that you will 3(e)(ii) below shall not be deemed to have consented to provided more than once and waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed subject to the terms of this Agreement. “Good Reason” means:if payments and benefits are provided under

Qualifying Termination. The Company may terminate your employment as CEO and President without Cause If, at any time and for any reason with notice during the Vesting Period, the Participant ceases to be employed by the Corporation or you may resign your its Subsidiaries (the date of such termination of employment is referred to as CEO and President the Participant’s “Severance Date”) as a result of (i) the Participant’s death or Disability or (ii) a termination of employment by the Corporation or one of its Subsidiaries without Cause or by Participant for Good Reason upon thirty (30) days advance written notice. If your employment each as CEO defined herein), then, subject to the following paragraph and President is terminated due to a Qualifying Termination, then you will be eligible to receive the items release requirement set forth below in the last paragraph of this Section 8(a), (x) the Performance LTIP Units will remain outstanding during the remainder of the Vesting Period and will remain subject to your timely compliance with Section 6(e3, and (y) and further provided that no payments for such Qualifying Termination shall be made until on or after the date of a “separation from service” within the meaning of Code Section 409A. (i) If the Company terminates your employment as CEO and President between July 1 and September 15 of a given fiscal year, the Company shall pay you for any accrued but unpaid bonus payable pursuant to Section 3(b) above Participant will vest with respect to the immediately preceding completed fiscal year (number of Performance LTIP Units that would have vested in accordance with such payment occurring at the same time that the final bonus payment would be made if you had remained employed and taking into account any interim payments previously made) (the “Earned Bonus”); (ii) The Company shall pay you a pro rata portion of any bonus payable pursuant to Section 3(b) above in respect of the fiscal year in which the Termination Date occurs3, if any, pro-rated had the Participant remained employed until the end of the Vesting Period. In the event Participant’s termination of service is due to a “Qualifying Retirement” during the Performance Period (as defined in the Corporation’s Retirement Policy as in effect on the Award Date), the Performance LTIP Units will be subject to the pro rata vesting treatment set forth in the Retirement Policy (and the requirements set forth therein). In the event that the Participant’s employment terminates in the circumstances described in the preceding paragraph (including a Qualifying Retirement) and the Severance Date occurs on or before the last day of the second year of the Performance Period and on or before the Severance Date, or after the Severance Date and before the last day of the second year of the Performance Period, an Interim Date (as defined in Exhibit A) has been or is established with respect to Peer Group I (as such term is defined in Exhibit A), the Performance Period with respect to Peer Group I will end on such Interim Date (in the event there has been more than one Interim Date on or prior to the Severance Date, the most recent Interim Date on or prior to the Severance Date; and in the event that there has been an Interim Date on or prior to the Severance Date, any new Interim Date after the Severance Date shall be disregarded) and there will be no new or additional measurement period with respect to Peer Group I after such Interim Date as otherwise provided for in Exhibit A. In such circumstances, the determination as to whether the Corporation has attained the performance goals set forth in Exhibit A with respect to Peer Group I for the number Performance Period shall be made by the Committee based solely on performance through such applicable Interim Date, such determination to be made no later than March 15 of days the year that follows the later of the Severance Date or the applicable Interim Date as to Peer Group I (such determination to be the Committee Determination as to Peer Group I). In such circumstances, any Performance LTIP Units corresponding to Peer Group I that are not vested on the date of such Committee Determination (after giving effect to such Committee Determination) shall be cancelled and forfeited. No additional Performance LTIP Units will vest pursuant to Section 8(b) or Exhibit A with respect to performance after, or a Change in Control Event that occurs after, the applicable Interim Date. Any benefit to the Participant pursuant to the preceding paragraphs of this Section 8 (including in connection with a Qualifying Retirement, but other than in connection with the Participant’s death) is subject to the condition that (i) the Participant has fully executed a valid and effective release (in the form attached to the Severance Plan or, if such release is executed on or after a Change in Control Event, in the form attached to the CIC Severance Plan, in each case for terminations governed by such severance plan, or in such fiscal year other form as the Committee may reasonably require in the circumstances, including as set forth in the Retirement Policy, which you were employed over other form shall be substantially similar to the number of total calendar days form attached to the Severance Plan or the CIC Severance Plan, as the case may be, and in such fiscal year (any case that would otherwise apply in the circumstances but with such payment occurring at changes as the same Committee may determine to be required or reasonably advisable in order to make the release enforceable and otherwise compliant with applicable laws), (ii) such executed release is delivered by the Participant to the Corporation so that it is received by the Corporation in the time that the bonus payment would be made if you had remained employed) (the “Pro Rata Bonus”); period specified below, and (iii) Subject such release is not revoked by the Participant (pursuant to Section 10 belowany revocation rights afforded by applicable law). In order to satisfy the requirements of this paragraph, the Company shall provide you with cash payments over the eighteen (18)-month period following your Termination Date (the ​ ​ ​ “Severance Period”) equal Participant’s release referred to in the aggregate preceding sentence must be delivered by the Participant to your then current annual Base Salary the Corporation so that it is received by the Corporation no later than twenty-five (prior to any reduction giving rise to Good Reason25) pro-rated for the Severance Period. The cash payments provided by this subpart (iii) shall be paid to you in substantially equal installments payable under regular payroll practices over the Severance Period, provided that once such payments commence, they will include any unpaid amounts accrued from your Termination Date; (iv) The Company shall continue to pay the Company portion of the premiums for your Company group medical insurance coverage (or alternative comparable coverage) during the Severance Period provided you continue to timely pay (including pursuant to deductions from payments you receive during the Severance Period in accordance with the Company’s regular payroll practices) the same portion (if any) of the necessary premium that you were responsible to pay as of immediately before your Termination Date. In all cases, the coverage (and/or reimbursement payments) provided in this subpart shall immediately terminate if you are offered comparable coverage in connection with your employment by another employer; and (v) For purposes of this Agreement, you may resign your employment from the Company as CEO and President for “Good Reason” within ninety (90) calendar days after the Participant’s Severance Date (or such later date that any one as may be required for an enforceable release of the following events described Participant’s claims under the United States Age Discrimination in subparts Employment Act of 1967, as amended (1“ADEA”), to the extent the ADEA is applicable in the circumstances, in which case the Participant will be provided with either twenty-one (21) through or forty-five (345) (any one days, depending on the circumstances of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company has not cured or remedied termination, to consider the Good Reason event within thirty (30) days after its receipt of your written notice (such notice shall describe in reasonable detail the basis and underlying facts supporting your belief that a Good Reason event has occurredrelease). Such notice of your intention to resign for Good Reason must In addition, the Corporation may require that the Participant’s release be provided to executed no earlier than the Company within sixty (60) days of the initial existence of a Good Reason event. Failure to timely provide such written notice to the Company or failure to timely resign your employment for Good Reason means that you will be deemed to have consented to and waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed subject to the terms of this Agreement. “Good Reason” means:Participant’s Severance Date.

Qualifying Termination. The Company may terminate your employment as CEO and President without Cause at any time and for any reason with notice or you may resign your employment as CEO and President for Good Reason upon thirty (30) days advance written notice. If your employment as CEO and President is terminated due to during the Term without Cause (as defined below) by the Company or by you for “Good Reason” (as defined below) (each, a “Qualifying Termination, then you will be eligible to receive the items set forth below subject to your timely compliance with Section 6(e) and further provided that no payments for such Qualifying Termination shall be made until on or after the date of a “separation from service” within the meaning of Code Section 409A. (i) If the Company terminates your employment as CEO and President between July 1 and September 15 of a given fiscal year”), the Company shall pay you for any accrued but unpaid bonus payable pursuant (or cause to occur, as applicable) each of the following: (A) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 3(b) above with respect to the immediately preceding completed fiscal year 409A (with such payment occurring at the same time that the final bonus payment would be made if you had remained employed and taking into account any interim payments previously made) (the “Earned BonusSection 409A”)) from the Company (“Termination Date”), and the last installment being paid on the first anniversary of the Termination Date; (iiB) The Company shall pay you a pro rata portion pro-rated cash Performance Bonus, calculated as follows: the product of any bonus payable pursuant to Section 3(b(x) above in respect of the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination Date occursoccurred, assuming that the Qualifying Termination had not occurred and that you remained as Executive Vice-President, Mobile and Consumer of the Company through the end of such fiscal year, which Performance Bonus, if any, pro-rated for shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in the 2010 Management Incentive Plan or any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days in such of the Company’s fiscal year in which you were employed over prior to the number of total calendar days in such fiscal year (with such payment occurring at the same time that the bonus payment would be made if you had remained employed) (the “Pro Rata Bonus”); (iii) Subject to Section 10 below, the Company shall provide you with cash payments over the eighteen (18)-month period following your Termination Date (and the ​ ​ ​ “Severance Period”) equal in the aggregate to your then current annual Base Salary (prior to any reduction giving rise to Good Reason) denominator of which is 365 days. This pro-rated for the Severance Period. The cash payments provided by this subpart Performance Bonus (iiia “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in substantially equal installments payable under regular payroll practices over which the Severance Period, provided that once such payments commence, they will include any unpaid amounts accrued from your Qualifying Termination Datehas occurred; (ivC) The the Company shall will continue to pay the cost (to the same extent that the Company portion was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the premiums for your Company group medical insurance coverage (or alternative comparable coverage) during the Severance Period same extent provided you continue to timely pay (including pursuant to deductions from payments you receive during the Severance Period in accordance with by the Company’s regular payroll practicesgroup plans immediately before the Termination Date for twelve (12) months after the same portion Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any) , during this time unless you do so at your own expense. The period of the necessary premium that you were responsible to pay as such COBRA Benefits shall be considered part of immediately before your Termination Date. In all cases, the COBRA coverage (and/or reimbursement payments) provided in this subpart shall immediately terminate if you are offered comparable coverage in connection with your employment by another employerentitlement period; and (vD) the “Accrued Obligations” (defined below) as of the Termination Date. For purposes avoidance of this Agreementdoubt, you the payments and benefits that may resign your employment from the Company as CEO be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and President for “Good Reason” within ninety (90) days after the date that any if payments and benefits are provided under either one of the following events described in subparts (1) through (3) (any these subsections, then no payments or benefits will otherwise be provided again under either one of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company has not cured or remedied the Good Reason event within thirty (30) days after its receipt of your written notice (such notice shall describe in reasonable detail the basis and underlying facts supporting your belief that a Good Reason event has occurred). Such notice of your intention to resign for Good Reason must be provided to the Company within sixty (60) days of the initial existence of a Good Reason event. Failure to timely provide such written notice to the Company or failure to timely resign your employment for Good Reason means that you will be deemed to have consented to and waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed subject to the terms of this Agreement. “Good Reason” means:these subsections.

Qualifying Termination. The If (1) the Company may terminate your terminates the Executive’s employment as CEO and President without Cause at any time and for any reason with notice other than for Cause, Disability or you may resign your death or (2) the Executive terminates employment as CEO and President for Good Reason upon thirty (30) days advance written notice. If your employment as CEO and President is terminated due to each, a “Qualifying Termination”), then you will be eligible to receive in either case more than six months prior to, or more than 24 months following, a Change in Control (as defined in the items set forth below subject to your timely compliance with Section 6(e) 2018 Equity Incentive Plan of Columbia Banking System, Inc. and further provided that no payments including, for such Qualifying Termination shall be made until on or after the date avoidance of a “separation from service” within doubt, the meaning of Code Section 409A.Merger): (i) If the Company terminates your employment as CEO and President between July 1 and September 15 of a given fiscal year, the Company shall pay you for to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of (1) the Executive’s accrued Annual Base Salary and any accrued but unpaid bonus payable pursuant to Section 3(bvacation pay through the Date of Termination, (2) above with respect the Executive’s business expenses that have not been reimbursed by the Company as of the Date of Termination that were incurred by the Executive prior to the Date of Termination in accordance with the applicable Company policy, and (3) the Executive’s Annual Bonus earned for the fiscal year immediately preceding completed the fiscal year (with in which the Date of Termination occurs if such payment occurring at bonus has been determined but not paid as of the same time that the final bonus payment would be made if you had remained employed and taking into account any interim payments previously made) Date of Termination (the sum of the amounts described in clauses (1) through (3) shall be hereinafter referred to as the “Earned BonusAccrued Obligations”); (ii) subject to Section 4(e), the Company shall pay to the Executive a cash severance benefit in an amount equal to two times the Executive’s Annual Base Salary (the “Severance Benefits”). The Company shall pay you the Severance Benefits in substantially equal installments in accordance with the Company’s normal payroll policies over the two-year period following the Date of Termination; provided that the first payment shall be made on the 60th day following the Date of Termination and shall include all installments otherwise payable within such 60-day period; (iii) subject to Section 4(e), the Company shall pay to the Executive in a lump sum in cash a pro rata portion of any bonus payable pursuant to Section 3(b) above Annual Bonus earned for the year in respect which the Date of Termination occurs (with proration determined based on the number of months in the fiscal year in which the Termination Date occurs, if any, pro-rated for Executive is employed with the number of days in such fiscal year in which you were employed over Company). The Company shall pay the number of total calendar days in such fiscal year (with such payment occurring prorated Annual Bonus at the same time that the bonus payment would be made if you had remained employed) (the “Pro Rata Bonus”); (iii) Subject to Section 10 below, as the Company shall provide you with cash payments over pays annual bonuses to active employees (and no later than March 15 of the eighteen (18)-month period year following your Termination Date (the ​ ​ ​ “Severance Period”) equal in fiscal year to which the aggregate to your then current annual Base Salary (prior to any reduction giving rise to Good Reason) pro-rated for the Severance Period. The cash payments provided by this subpart (iii) shall be paid to you in substantially equal installments payable under regular payroll practices over the Severance Period, provided that once such payments commence, they will include any unpaid amounts accrued from your Termination DateAnnual Bonus relates); (iv) The subject to Section 4(e), a pro rata portion of any long-term incentive awards granted to the Executive shall vest as follows: (1) a pro rata portion of any long-term incentive award that is not subject to performance-based vesting conditions shall vest as of the Date of Termination (with proration determined based on the number of months in the applicable vesting period in which the Executive is employed with the Company) and (2) a pro rata portion of any long-term incentive award that is subject to performance-based vesting conditions shall vest as of the regularly scheduled vesting date based on actual performance (with proration determined based on the number of months in the applicable vesting period in which the Executive is employed with the Company), and, in each case, any payment or delivery shall be made in respect of such awards within 60 days following vesting subject to compliance with Section 409A of the Code. For illustrative purposes only, if the Executive holds 96 restricted shares that are scheduled to vest over a four-year period (the “Illustrative Vesting Period”) and that are not subject to performance vesting, and the Executive’s employment terminates 15.5 months after the beginning of the Illustrative Vesting Period, then 16/48 of the restricted shares (32 restricted shares) will vest upon the Executive’s termination (regardless of the vesting schedule set forth in the award and without duplication of any previous vesting) subject to Section 4(e) and the remaining 64 restricted shares will be forfeited; (v) subject to Section 4(e), for the 24-month period immediately following the Date of Termination, the Company shall continue the health and welfare benefits provided to pay the Executive and his dependents at the levels provided to active employees; provided that, if the Company portion determines that such continuation is not feasible without the payment of the premiums for your Company group medical insurance coverage (taxes or alternative comparable coverage) during the Severance Period provided you continue to timely pay (including pursuant to deductions from payments you receive during the Severance Period in accordance with the Company’s regular payroll practices) the same portion (if any) of the necessary premium that you were responsible to pay as of immediately before your Termination Date. In all casespenalties or is not permissible under applicable law, the coverage Company and the Executive shall cooperate in good faith to modify this section in such a manner that does not materially increase the cost to the Company (and/or reimbursement payments) provided in this subpart shall immediately terminate if you are offered comparable coverage in connection with your employment by another employercollectively, the “Welfare Benefits”); and (vvi) For purposes to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or that the Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”). As used in this Agreement, you may resign your employment from the Company as CEO and President for term “Good Reasonaffiliated companies” within ninety (90) days after shall include any company controlled by, controlling or under common control with the date that any one of the following events described in subparts (1) through (3) (any one of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company has not cured or remedied the Good Reason event within thirty (30) days after its receipt of your written notice (such notice shall describe in reasonable detail the basis and underlying facts supporting your belief that a Good Reason event has occurred). Such notice of your intention to resign for Good Reason must be provided to the Company within sixty (60) days of the initial existence of a Good Reason event. Failure to timely provide such written notice to the Company or failure to timely resign your employment for Good Reason means that you will be deemed to have consented to and waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed subject to the terms of this Agreement. “Good Reason” means:Company.

Qualifying Termination. The Company may terminate your employment as CEO and President CFO with or without Cause at any time and for any reason with notice notice, or you may resign your employment as CEO and President CFO for Good Reason upon thirty (30) days advance written notice. If your employment as CEO and President CFO is terminated due to a Qualifying Termination, then you will be eligible to receive the items set forth below subject to your timely compliance with Section 6(e7(e) and further provided that no payments for such Qualifying Termination shall be made until on or after the date of a “separation from service” within the meaning of Code Section 409A. (i) If the Company terminates your employment as CEO and President CFO between July 1 and September 15 1 of a given fiscal year, the Company shall pay you for any accrued but unpaid bonus payable pursuant to Section 3(b) above with respect to the immediately preceding completed fiscal year (with such payment occurring at the same time that the final bonus payment would be made if you had remained employed and taking into account any interim payments previously made) (the “Earned Bonus”); (ii) The Company shall pay you a pro rata portion of any bonus payable pursuant to Section 3(b) above in respect of the fiscal year in which the Termination Date occurs, if any, pro-rated for the number of days in such fiscal year in which you were employed over the number of total calendar days in such fiscal year (with such payment occurring at the same time that the bonus payment would be made if you had remained employed) (the “Pro Rata Bonus”); (iii) Subject to Section 10 11 below, the Company shall provide you with cash payments over the eighteen six (18)-month 6)-month period following your Termination Date (the ​ ​ ​ “Severance Period”) equal in the aggregate to your then current annual Base Salary (prior to any reduction giving rise to Good Reason) pro-rated for the Severance Periodsuch period. The cash payments provided by this subpart (iii) shall be paid to you in substantially equal installments payable under regular payroll practices over the Severance Period, provided that ; once such payments commence, they will include any unpaid amounts accrued from your Termination Date; (iv) Subject to Section 7(g) and Section 18 below, your then outstanding equity awards shall be governed by the terms of the applicable Company equity incentive plan and award agreement(s); (v) The Company shall continue to pay the Company portion of the premiums for your Company group medical insurance coverage (or alternative comparable coverage) during for up to six (6) months after the Severance Period Termination Date provided you continue to timely pay (including pursuant to deductions from payments you receive during the Severance Period in accordance with the Company’s regular payroll practices) the same portion (if any) of the necessary premium that you were responsible to pay as of immediately before your Termination Date. In all cases, the coverage (and/or reimbursement payments) provided in this subpart shall immediately terminate if you are offered comparable coverage in connection with your employment by another employer; and (vvi) For purposes of this Agreement, you may resign your employment from the Company as CEO and President CFO for “Good Reason” within ninety (90) days after the date that any one of the following events described in subparts (1) through (3) (any one of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company has not cured or remedied the Good Reason event within thirty (30) days after its receipt of your written notice (such notice shall describe in reasonable detail the basis and underlying facts supporting your belief that a Good Reason event has occurred). Such notice of your intention to resign for Good Reason must be provided to the Company within sixty (60) days of the initial existence of a Good Reason event. Failure to timely provide such written notice to the Company or failure to timely resign your employment for Good Reason means that you will be deemed to have consented to and waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed subject to the terms of this Agreement. “Good Reason” means:

Qualifying Termination. The Company may terminate your employment as CEO and President without Cause at any time and for any reason with notice or you may resign your employment as CEO and President for Good Reason upon thirty (30) days advance written notice. If your employment as CEO and President is terminated due to a Qualifying Termination, then you will be eligible to receive during the items set forth below subject to your timely compliance with Section 6(e) and further provided that no payments for such Qualifying Termination shall be made until on or after Employment Period the date of Executive suffers a “separation from service” (as defined in Treasury Regulation §1.409A-1(h)) because his employment is terminated either by the Corporation other than for Cause or Disability or by reason of the Executive’s death or by the Executive for Good Reason (a “Qualifying Termination”), then, on the date that is six months after the Date of Termination (or, if earlier than the end of such six-month period, within 30 days following the meaning date of Code Section 409A.the Executive’s death), the Corporation will pay to the Executive (except as provided below) as compensation for services rendered to the Corporation: (1) A lump-sum cash amount equal to the sum of: (i) If the Company terminates your employment as CEO and President between July 1 and September 15 Executive’s unpaid Base Salary through the Date of a given fiscal year, the Company shall pay you for any accrued but unpaid bonus payable pursuant to Section 3(b) above with respect to the immediately preceding completed fiscal year Termination (with such payment occurring at the same rate in effect on the Date of Termination or, if higher, at the highest rate in effect at any time that within the final bonus payment would be made if you had remained employed and taking into account any interim payments previously made) (90-day period preceding the “Earned Bonus”Effective Date);; plus (ii) The Company shall pay you that portion of the target Annual Bonus under the Corporation’s incentive compensation plans or any similar plans or programs then in effect determined by multiplying the target Annual Bonus by the fraction arrived at by dividing the number of full weeks for which the Executive was employed during the Fiscal Year in which his Date of Termination occurred by 52; plus (iii) a pro rata portion of the target payments under the Corporation’s long-term performance bonus (“LTI”) plans, or any bonus payable pursuant similar plans or programs then in effect, adopted with respect to Section 3(b) above in the current Fiscal Year and with respect to each of the fiscal year immediately two preceding Fiscal Years. In each case, the pro rata portion of the LTI payment shall be determined by dividing the number of full weeks for which the Executive was employed since the beginning of the Fiscal Year with respect to which the relevant LTI plan was adopted to his Date of Termination by 156; plus (iv) any unpaid vacation under the Corporation’s vacation policy in effect at the Date of Termination (or, if more favorable to the Executive, under any vacation policy of the Corporation in effect at any time within the 90-day period preceding the Effective Date). (2) A lump-sum cash amount equal to the sum of: (i) three times the Executive’s highest annual rate of Base Salary in effect during the 12-month period prior to the Date of Termination; plus (ii) three times the target annual bonus in effect for the Fiscal Year in which the Termination Date Change of Control occurs, if any, pro-rated for the number of days in such fiscal year in which you were employed over the number of total calendar days in such fiscal year (with such payment occurring at the same time that the bonus payment would be made if you had remained employed) (the “Pro Rata Bonus”);; plus (iii) Subject to Section 10 below, three times the Company shall provide you with cash payments over the eighteen (18)-month period following your Termination Date (the ​ ​ ​ “Severance Period”) equal in the aggregate to your then current annual Base Salary (prior to any reduction giving rise to Good Reason) pro-rated target LTI payment for the Severance PeriodFiscal Year in which the Change of Control occurs. The cash payments provided by Any amount paid to the Executive pursuant to this subpart (iiiSection 7(d)(2) shall be paid offset by any other amount of severance relating to you in substantially equal installments payable salary or bonus continuation to be received by the Executive upon termination of the Executive’s employment under regular payroll practices over any other severance plan, policy, employment agreement or arrangement of the Severance Period, provided that once such payments commence, they will include any unpaid amounts accrued from your Termination Date;Corporation. (iv3) The Company shall continue A lump sum cash amount equal to pay the Company portion excess of (i) the actuarial present value as of the premiums for your Company group medical insurance coverage Date of Termination of the benefits that would be accrued under the FedEx Corporation Employees’ Pension Plan and the FedEx Corporation Retirement Parity Pension Plan determined by assuming that (or alternative comparable coverageA) the Executive has earned an additional 36 months of the Executive’s highest annual rate of Base Salary in effect during the Severance Period provided you continue 12-month period prior to timely pay the Date of Termination and target annual bonus in effect for the Fiscal Year in which the Change of Control occurs and (including pursuant to deductions from payments you receive during the Severance Period in accordance with the Company’s regular payroll practicesB) the same portion Executive is credited with an additional 36 months of age and service under such plans, over (if anyii) the actuarial present value of the actual benefits accrued by the Executive as of the Date of Termination under such plans without the assumptions set forth in clauses (A) and (B) of this Section (7)(d)(3). For purposes of determining actuarial present value under this Section 7(d)(3): (i) the most current Mortality Table (assuming a blend of 50 percent of male mortality rates and 50 percent of female mortality rates) shall be utilized; and (ii) the interest rate on 30-year U.S. Treasury securities for the month of May preceding the Fiscal Year in which the Date of Termination occurs shall be used (such rate is the “applicable interest rate” under Section 417(e)(3)(A)(ii)(II) of the necessary premium that you were responsible Internal Revenue Code). (4) A lump sum cash amount equal to pay the Corporation’s cost (determined as of immediately before your Termination Date. In all casesthe Date of Termination) of 36 months of coverage under each plan and policy providing medical, the dental, vision, accident, disability and life coverage (and/or reimbursement payments) provided in this subpart shall immediately terminate if you are offered comparable coverage in connection with your employment by another employer; and (v) For purposes of this Agreement, you may resign your employment from the Company as CEO and President for “Good Reason” within ninety (90) days after the date that any one of the following events described in subparts (1) through (3) (any one of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company has not cured or remedied the Good Reason event within thirty (30) days after its receipt of your written notice (such notice shall describe in reasonable detail the basis and underlying facts supporting your belief that a Good Reason event has occurred). Such notice of your intention to resign for Good Reason must be provided respect to the Company within sixty (60) days of Executive and his covered dependents, determined at the initial existence of a Good Reason event. Failure to timely provide such written notice same coverage level and upon the same terms as in effect immediately prior to the Company or failure to timely resign your employment for Good Reason means that you will be deemed to have consented to and waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed subject to the terms Date of this Agreement. “Good Reason” means:Termination.

Qualifying Termination. The Company may terminate your employment as CEO and President without Cause at any time and for any reason with notice or you may resign your employment as CEO and President for Good Reason upon thirty (30) days advance written notice. If your employment as CEO and President Subject to Section 4(a)(ii), if during the Term there is terminated due to a Qualifying Termination, then you will shall be eligible to receive each of the items set forth below subject to your timely compliance with Section 6(e) and further provided that no payments for such Qualifying Termination shall be made until on or after the date of a “separation from service” within the meaning of Code Section 409A.following: (iA) If the Company terminates cash severance payments (“Cash Severance”) in an aggregate amount equal to fifty percent (50%) of your employment annual Base Salary as CEO and President between July 1 and September 15 of a given fiscal year, the Company shall pay you for any accrued but unpaid bonus payable pursuant to Section 3(b) above with respect to the immediately preceding completed fiscal year (with such payment occurring at the same time that the final bonus payment would be made if you had remained employed and taking into account any interim payments previously made) (the “Earned Bonus”); (ii) The Company shall pay you a pro rata portion of any bonus payable pursuant to Section 3(b) above in respect of the fiscal year in which the Termination Date occurs, if any, pro-rated for the number of days in such fiscal year in which you were employed over the number of total calendar days in such fiscal year (with such payment occurring at the same time that the bonus payment would be made if you had remained employed) (the “Pro Rata Bonus”); (iii) Subject to Section 10 below, the Company shall provide you with cash payments over the eighteen (18)-month period following effect on your Termination Date (the ​ ​ ​ “Severance Period”) equal being paid, subject to Section 14 below, in the aggregate to your then current annual Base Salary (prior to any reduction giving rise to Good Reason) five monthly pro-rated for rata installments with the first installment of Cash Severance Period. The cash payments provided by this subpart (iii) shall be being paid to you in substantially equal installments payable under regular payroll practices over on the Severance Period, provided that once such payments commence, they will include any unpaid amounts accrued 60th day after your Separation from your Service from the Company and the last installment being paid on the six month anniversary of the Termination Date; (ivB) The to the extent permitted by applicable laws without incurring statutory penalties, the Company shall will continue to pay the cost (to the same extent that the Company portion was doing so immediately before the Termination Date) for all group employee health benefits coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the premiums for your Company group medical insurance coverage (or alternative comparable coverage) during the Severance Period same extent provided you continue to timely pay (including pursuant to deductions from payments you receive during the Severance Period in accordance with by the Company’s regular payroll practicesgroup health plans immediately before the Termination Date (“COBRA Benefits”) for six (6) months after the same portion Termination Date or until you become eligible for group health insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage. You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (B) or section 4(a)(ii)(b) below, to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer and to respond to any Company inquiries confirming that you did not become eligible for other coverage; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period; (C) a cash payment (paid, subject to Section 14 below, on the 60th day after your Separation from Service from the Company) in an amount equal to twenty-five percent (25%) of the necessary premium that you were responsible to pay your annual Base Salary as of immediately before in effect on your Termination Date. In all cases, the coverage (and/or reimbursement payments) provided in this subpart shall immediately terminate if you are offered comparable coverage in connection with your employment by another employer; and (vD) For purposes any equity compensation awards (including the Option (if granted)) previously granted to you (but excluding any portion of this Agreement, you may resign your employment from any performance awards which are/were forfeited due to failure to achieve the Company requisite performance objectives) which are outstanding and unvested as CEO and President for “Good Reason” within ninety (90) days after the date that any one of the following events described in subparts Termination Date shall become incrementally vested and exercisable on an accelerated basis as if your Termination Date occurred six (16) through (3) (any one of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company has not cured or remedied the Good Reason event within thirty (30) days after its receipt of your written notice (such notice shall describe in reasonable detail the basis and underlying facts supporting your belief that a Good Reason event has occurred). Such notice of your intention to resign for Good Reason must be provided to the Company within sixty (60) days of the initial existence of a Good Reason event. Failure to timely provide such written notice to the Company or failure to timely resign your employment for Good Reason means that you will be deemed to have consented to and waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed subject to the terms of this Agreement. “Good Reason” means:months later.

Qualifying Termination. The Company may terminate your employment as CEO and President without Cause at any time and for any reason with notice or you may resign your employment as CEO and President for Good Reason upon thirty (30) days advance written notice. If your employment as CEO and President is terminated due to a Qualifying Termination, then you will be eligible to receive the items set forth below subject to your timely compliance with Section 6(e7(e) and further provided that no payments for such Qualifying Termination shall be ​ ​ ​ ​ made until on or after the date of a “separation from service” within the meaning of Code Section 409A. (i) If the Company terminates your employment as CEO and President between July 1 and September 15 of a given fiscal year, the Company shall pay you for any accrued but unpaid bonus payable pursuant to Section 3(b) above with respect to the immediately preceding completed fiscal year (with such payment occurring at the same time that the final bonus payment would be made if you had remained employed and taking into account any interim payments previously made) (the “Earned Bonus”); (ii) The Company shall pay you a pro rata portion of any bonus payable pursuant to Section 3(b) above in respect of the fiscal year in which the Termination Date occurs, if any, pro-rated for the number of days in such fiscal year in which you were employed over the number of total calendar days in such fiscal year (with such payment occurring at the same time that the bonus payment would be made if you had remained employed) (the “Pro Rata Bonus”); (iii) Subject to Section 10 11 below, the Company shall provide you with cash payments over the lesser of (1) the eighteen (18)-month period following your Termination Date and (2) the ​ ​ ​ period from your Termination Date through the end of the expected term (as applicable, the “Severance Period”) equal in the aggregate to your then current annual Base Salary (prior to any reduction giving rise to Good Reason) pro-rated for the Severance Period. The cash payments provided by this subpart (iii) shall be paid to you in substantially equal installments payable under regular payroll practices over the Severance Period, provided that once such payments commence, they will include any unpaid amounts accrued from your Termination Date; (iv) The Company shall continue to pay the Company portion of the premiums for your Company group medical insurance coverage (or alternative comparable coverage) during the Severance Period provided you continue to timely pay (including pursuant to deductions from payments you receive during the Severance Period in accordance with the Company’s regular payroll practices) the same portion (if any) of the necessary premium that you were responsible to pay as of immediately before your Termination Date. In all cases, the coverage (and/or reimbursement payments) provided in this subpart shall immediately terminate if you are offered comparable coverage in connection with your employment by another employer; and (v) For purposes of this Agreement, you may resign your employment from the Company as CEO and President for “Good Reason” within ninety (90) days after the date that any one of the following events described in subparts (1) through (3) (any one of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company has not cured or remedied the Good Reason event within thirty (30) days after its receipt of your written notice (such notice shall describe in reasonable detail the basis and underlying facts supporting your belief that a Good Reason event has occurred). Such notice of your intention to resign for Good Reason must be provided to the Company within sixty (60) days of the initial existence of a Good Reason event. Failure to timely provide such written notice to the Company or failure to timely resign your employment for Good Reason means that you will be deemed to have consented to and waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed subject to the terms of this Agreement. “Good Reason” means:: ​ ​ ​ ​

Qualifying Termination. The Company may terminate your employment as CEO and President without Cause If, at any time and for any reason with notice during the Vesting Period, the Participant ceases to be employed by the Corporation or you may resign your its Subsidiaries (the date of such termination of employment is referred to as CEO and President the Participant’s “Severance Date”) as a result of (i) the Participant’s death or Disability or (ii) a termination of employment by the Corporation or one of its Subsidiaries without Cause or by Participant for Good Reason upon thirty (30) days advance written notice. If your employment each as CEO defined herein), then, subject to the following paragraph and President is terminated due to a Qualifying Termination, then you will be eligible to receive the items release requirement set forth below in the last paragraph of this Section 8(a), (x) the Performance LTIP Units will remain outstanding during the remainder of the Vesting Period and will remain subject to your timely compliance with Section 6(e3, and (y) and further provided that no payments for such Qualifying Termination shall be made until on or after the date of a “separation from service” within the meaning of Code Section 409A. (i) If the Company terminates your employment as CEO and President between July 1 and September 15 of a given fiscal year, the Company shall pay you for any accrued but unpaid bonus payable pursuant to Section 3(b) above Participant will vest with respect to the immediately preceding completed fiscal year (number of Performance LTIP Units that would have vested in accordance with such payment occurring at the same time that the final bonus payment would be made if you had remained employed and taking into account any interim payments previously made) (the “Earned Bonus”); (ii) The Company shall pay you a pro rata portion of any bonus payable pursuant to Section 3(b) above in respect of the fiscal year in which the Termination Date occurs3, if any, pro-rated had the Participant remained employed until the end of the Vesting Period. In the event that the Participant’s employment terminates in the circumstances described in the preceding paragraph and the Severance Date occurs on or before the last day of the second year of the Performance Period and on or before the Severance Date, or after the Severance Date and before the last day of the second year of the Performance Period, an Interim Date (as defined in Exhibit A) has been or is established with respect to Peer Group I (as such term is defined in Exhibit A), the Performance Period with respect to Peer Group I will end on such Interim Date (in the event there has been more than one Interim Date on or prior to the Severance Date, the most recent Interim Date on or prior to the Severance Date; and in the event that there has been an Interim Date on or prior to the Severance Date, any new Interim Date after the Severance Date shall be disregarded) and there will be no new or additional measurement period with respect to Peer Group I after such Interim Date as otherwise provided for in Exhibit A. In such circumstances, the determination as to whether the Corporation has attained the performance goals set forth in Exhibit A with respect to Peer Group I for the number Performance Period shall be made by the Committee based solely on performance through such applicable Interim Date, such determination to be made no later than March 15 of days the year that follows the later of the Severance Date or the applicable Interim Date as to Peer Group I (such determination to be the Committee Determination as to Peer Group I). In such circumstances, any Performance LTIP Units corresponding to Peer Group I that are not vested on the date of such Committee Determination (after giving effect to such Committee Determination) shall be cancelled and forfeited. No additional Performance LTIP Units will vest pursuant to Section 8(b) or Exhibit A with respect to performance after, or a Change in Control Event that occurs after, the applicable Interim Date. Any benefit to the Participant pursuant to the preceding paragraphs of this Section 8 (other than in connection with the Participant’s death) is subject to the condition that (i) the Participant has fully executed a valid and effective release (in the form attached to the Severance Plan or, if such fiscal year release is executed on or after a Change in Control Event, in the form attached to the CIC Severance Plan, or in either case such other form as the Committee may reasonably require in the circumstances, which you were employed over other form shall be substantially similar to the number of total calendar days form attached to the Severance Plan or the CIC Severance Plan, as the case may be, that would otherwise apply in such fiscal year (the circumstances but with such payment occurring at changes as the same Committee may determine to be required or reasonably advisable in order to make the release enforceable and otherwise compliant with applicable laws), (ii) such executed release is delivered by the Participant to the Corporation so that it is received by the Corporation in the time that the bonus payment would be made if you had remained employed) (the “Pro Rata Bonus”); period specified below, and (iii) Subject such release is not revoked by the Participant (pursuant to Section 10 belowany revocation rights afforded by applicable law). In order to satisfy the requirements of this paragraph, the Company shall provide you with cash payments over the eighteen (18)-month period following your Termination Date (the ​ ​ ​ “Severance Period”) equal Participant’s release referred to in the aggregate preceding sentence must be delivered by the Participant to your then current annual Base Salary the Corporation so that it is received by the Corporation no later than twenty-five (prior to any reduction giving rise to Good Reason25) pro-rated for the Severance Period. The cash payments provided by this subpart (iii) shall be paid to you in substantially equal installments payable under regular payroll practices over the Severance Period, provided that once such payments commence, they will include any unpaid amounts accrued from your Termination Date; (iv) The Company shall continue to pay the Company portion of the premiums for your Company group medical insurance coverage (or alternative comparable coverage) during the Severance Period provided you continue to timely pay (including pursuant to deductions from payments you receive during the Severance Period in accordance with the Company’s regular payroll practices) the same portion (if any) of the necessary premium that you were responsible to pay as of immediately before your Termination Date. In all cases, the coverage (and/or reimbursement payments) provided in this subpart shall immediately terminate if you are offered comparable coverage in connection with your employment by another employer; and (v) For purposes of this Agreement, you may resign your employment from the Company as CEO and President for “Good Reason” within ninety (90) calendar days after the Participant’s Severance Date (or such later date that any one as may be required for an enforceable release of the following events described Participant’s claims under the United States Age Discrimination in subparts Employment Act of 1967, as amended (1“ADEA”), to the extent the ADEA is applicable in the circumstances, in which case the Participant will be provided with either twenty-one (21) through or forty-five (345) (any one days, depending on the circumstances of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company has not cured or remedied termination, to consider the Good Reason event within thirty (30) days after its receipt of your written notice (such notice shall describe in reasonable detail the basis and underlying facts supporting your belief that a Good Reason event has occurredrelease). Such notice of your intention to resign for Good Reason must In addition, the Corporation may require that the Participant’s release be provided to executed no earlier than the Company within sixty (60) days of the initial existence of a Good Reason event. Failure to timely provide such written notice to the Company or failure to timely resign your employment for Good Reason means that you will be deemed to have consented to and waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed subject to the terms of this Agreement. “Good Reason” means:Participant’s Severance Date.

Qualifying Termination. The Except as applies under paragraph 4(b), if Executive’s employment by the Company may terminate your employment as CEO and President is terminated without Cause at any time and for any reason with notice (as herein defined) or you may resign your employment as CEO and President for Good Reason upon thirty (30) days advance written notice. If your employment as CEO and President is terminated due by Executive pursuant to a Qualifying TerminationConstructive Termination (as herein defined), then you will be eligible to receive (i) the items set forth below subject to your timely compliance with Section 6(e) and further provided that no payments for such Qualifying Termination Employment Period shall be made until on or after deemed to have ended as of the date of a “separation from service” within the meaning termination of Code Section 409A. (i) If the Company terminates your employment as CEO and President between July 1 and September 15 of a given fiscal year, the Company shall pay you for any accrued but unpaid bonus payable pursuant to Section 3(b) above with respect to the immediately preceding completed fiscal year (with such payment occurring at the same time that the final bonus payment would be made if you had remained employed and taking into account any interim payments previously made) (the “Earned BonusTermination Date”); , and (ii) The Company Executive shall pay you a pro rata portion of be entitled to receive (A) all earned and accrued Base Salary through the Termination Date, any bonus payable pursuant to Section 3(b) above in respect then accrued and unpaid Bonus for any fiscal year of the fiscal year in Company which ended prior to the Termination Date occursDate, if anyall earned but unused Vacation as of the Termination Date, pro-rated for and, subject to the number timely submission of days in such fiscal year in which you were employed over required documentation, all unpaid, reimbursable Expenses as of the number of total calendar days in such fiscal year (with such payment occurring at the same time that the bonus payment would be made if you had remained employed) (the “Pro Rata Bonus”); (iii) Subject to Section 10 below, the Company shall provide you with cash payments over the eighteen (18)-month period following your Termination Date (the ​ ​ ​ “Severance PeriodAccrued Obligations”), and subject to Executive’s continued compliance with paragraphs 6, 7, 8, 9 and 10 hereof, (B) an amount equal in the aggregate to your then current annual one times (1X) Executive’s Base Salary (prior to any reduction giving rise to Good Reason) pro-rated for in effect on the Severance Period. The cash payments provided by this subpart (iii) shall be paid to you in substantially equal installments payable under regular payroll practices over the Severance Period, provided that once such payments commence, they will include any unpaid amounts accrued from your Termination Date; (iv) The Company shall continue to pay the Company portion of the premiums for your Company group medical insurance coverage (or alternative comparable coverage) during the Severance Period provided you continue to timely pay (including pursuant to deductions from payments you receive during the Severance Period , payable in equal monthly installments, in accordance with the Company’s regular normal payroll practicespractices in effect on the Termination Date, for the twelve (12) month period following the Termination Date, (C) an amount (the “Pro-Rata Amount”) equal to the product of (p) the same portion (if any) percentage of the necessary premium days in the applicable calendar year that you were responsible Executive is employed by the Company and (q) Executive’s annual Bonus for such full year if Executive’s employment had not terminated (without regard to pay as any subjective performance goals), payable in accordance with paragraph 3(c) hereof, (D) the Signing Bonus, payable in a lump sum on the sixtieth (60th) day following termination, if not previously paid, (E) if the Executive and/or his dependents elect continuation coverage under COBRA, payment by the Company of immediately before your the COBRA premiums for the Executive and/or his dependents in the same amount paid by the Company prior to the Termination Date. In all cases, Date during the coverage period beginning on the Termination Date and ending on the first to occur of (and/or reimbursement paymentsxx) provided in this subpart shall immediately terminate if you are offered comparable coverage in connection with your employment by the date twelve (12) months after the Termination Date and (yy) the first day Executive becomes eligible for similar benefits under another employer; and ’s plans, (vF) For purposes to the extent allowed under the applicable plans, continued participation in the Company’s life, long-term disability, and group accident plans beginning on the Termination Date and ending on the first to occur of this Agreement, you may resign your employment from (xx) the Company as CEO and President for “Good Reason” within ninety date twelve (9012) days months after the date that any one of Termination Date and (yy) the following events described in subparts first day Executive becomes eligible for similar benefits under another employer’s plans, and (1G) through (3) (any one of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only outplacement services provided by a nationally-recognized outplacement firm, such services to be effective if commensurate with the Company has not cured or remedied the Good Reason event within thirty (30) days after its receipt of your written notice (such notice shall describe in reasonable detail the basis and underlying facts supporting your belief that a Good Reason event has occurred). Such notice of your intention to resign for Good Reason must be services commonly provided to a person in a position comparable to Executive’s position with the Company within sixty (60) days of the initial existence of a Good Reason event. Failure Company, subject, in each case, to timely provide such written notice to the Company or failure to timely resign your employment for Good Reason means that you will be deemed to have consented to withholding and waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed subject to the terms of this Agreement. “Good Reason” means:other appropriate deductions.

Qualifying Termination. The If, during the Term, you are no longer serving as the Chief Executive Officer of the Company may terminate because either (1) the Company has terminated your employment as CEO and President Chief Executive Officer without Cause at any time and “Cause” (defined below), or (2) you resign as Chief Executive Officer for any reason with notice or you may resign your employment “Good Reason” (as CEO and President for Good Reason upon thirty defined below) (30) days advance written notice. If your employment as CEO and President is terminated due to each, a “Qualifying Termination, then you will be eligible to receive the items set forth below subject to your timely compliance with Section 6(e) and further provided that no payments for such Qualifying Termination shall be made until on or after the date of a “separation from service” within the meaning of Code Section 409A. (i) If the Company terminates your employment as CEO and President between July 1 and September 15 of a given fiscal year”), the Company shall pay you for any accrued but unpaid bonus payable pursuant (or cause to Section 3(boccur, as applicable) above each of the following: (A) cash severance installment payments in an aggregate amount equal to two hundred percent (200%) of your annual Base Salary as in effect on your “Qualifying Termination Date” (as defined below) (“Cash Severance”) with respect the first installment of Cash Severance (in an amount equal to three months of Base Salary) being paid on the immediately preceding completed fiscal year (90th day after the Termination Date and with the remaining amount of Cash Severance being paid in equal monthly pro-rata installments commencing four months after the Termination Date such payment occurring at the same time that the final bonus payment would be made if you had remained employed and taking into account any interim payments previously made) (last installment is paid on the “Earned Bonus”)second anniversary of the Termination Date; (iiB) The Company shall pay you a pro rata portion pro-rated cash Performance Bonus, calculated as follows: the product of any bonus payable pursuant to Section 3(b(x) above in respect of the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination Date occursoccurred, assuming that the Qualifying Termination had not occurred and that you remained as Chief Executive Officer of the Company through the end of such fiscal year, which Performance Bonus, if any, pro-rated for shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days in such of the Company’s fiscal year in which you were employed over prior to the number of total calendar days in such fiscal year (with such payment occurring at the same time that the bonus payment would be made if you had remained employed) (the “Pro Rata Bonus”); (iii) Subject to Section 10 below, the Company shall provide you with cash payments over the eighteen (18)-month period following your Qualifying Termination Date and the denominator of which is 365 days. You shall also be eligible for a discretionary bonus (as determined by the ​ ​ ​ “Severance Period”Board or a compensation committee of the Board) equal in for the aggregate to your then current annual Base Salary (prior to any reduction giving rise to Good Reason) portion of the year served through the Qualifying Termination Date. The pro-rated for the Severance Period. The cash payments provided by Performance Bonus and any such discretionary bonus described in this subpart clause (iiid)(i)(B) (collectively, a “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in substantially equal installments payable under regular payroll practices over which the Severance Period, provided that once such payments commence, they will include any unpaid amounts accrued from your Qualifying Termination Datehas occurred; (ivC) The the Company shall will continue to pay the cost (to the same extent that the Company was doing so immediately before the Qualifying Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent provided by the Company’s group plans immediately before the Qualifying Termination Date for eighteen (18) months after the Qualifying Termination Date provided that you are not an employee of the Company after the Qualifying Termination Date, or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”) ; provided, however, if the Company determines, in its sole discretion, that it cannot pay for the COBRA Benefits without potentially incurring financial cost or penalties under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then the Company shall, in lieu thereof, pay you a taxable cash amount that it would otherwise have paid for the COBRA Benefits, in monthly installments over the same time period, which payment shall be made regardless of whether you elect health care continuation coverage. In addition, to the extent that you are no longer an employee of the Company after the Qualifying Termination Date, the Company will ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ March 25, 2015 continue to pay the cost (to the same extent that the Company was doing so immediately before the Qualifying Termination Date) of all other benefits being provided to you immediately prior to the Qualifying Termination Date (the “Other Benefits”), for eighteen (18) months after the Qualifying Termination Date. If you remain as an employee of the Company after a Qualifying Termination Date, the benefits provided by the Company to you under this Section 3(d)(i)(C) shall begin to be payable to you from the Termination Date (as determined with reference to your employment with the Company which continued after the Qualifying Termination) and shall be paid until the earlier of (x) eighteen (18) months after such Termination Date; or (y) you become eligible to receive group health coverage from another employer. You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any, during this time unless you do so at your own expense. The period of such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you; (D) the portion of the premiums for stock options granted to you prior to the Qualifying Termination Date (“Options”) and any other equity compensation incentives granted to you prior to the Qualifying Termination Date (collectively, the “Equity Incentives”), that would have vested (assuming that your Company group medical insurance coverage employment had continued and where vesting is based solely on continued employment) through the twenty-four (or alternative comparable coverage24) during month period following the Severance Period provided you continue to timely pay (including pursuant to deductions from payments you receive during Qualifying Termination Date, shall automatically vest and become exercisable on the Severance Period in accordance with the Company’s regular payroll practices) the same portion (if any) of the necessary premium that you were responsible to pay as of immediately before your Qualifying Termination Date. In all casesaddition, in the event that any portion of the Equity Incentives vest based on continued employment on an annual or “cliff” basis and the date of any such annual or cliff vesting is outside of the twenty-four (24) month forward vesting period mentioned in the preceding sentence (each, a “Cliff Vesting Award”), then the portion of the Cliff Vesting Award that, but for such Qualifying Termination, would have vested from the date of grant of the Cliff Vesting Award through the twenty-four (24) month period following such Qualifying Termination if the Cliff Vesting Award vested on a monthly basis over its vesting period rather than 100% at the end of the vesting period, shall automatically vest and become exercisable as of the Qualifying Termination Date. If and to the extent any portion of the Equity Incentives are performance-based and/or are subject to any vesting conditions other than the passage of time (collectively, the coverage (and/or reimbursement payments) provided “Performance Awards”), then such Equity Incentives shall vest and become exercisable based on the terms set forth in this subpart shall immediately terminate if you are offered comparable coverage in connection with your employment by another employer; and (v) For purposes of this the applicable Performance Award Agreement, you may resign your employment from it being understood that the Company as CEO and President for “Good Reason” within ninety shall structure the Performance Awards to include the concept of twenty-four (9024) days month forward vesting with respect to time-based vesting requirements after the date that any one Qualifying Termination Date and a measurement of the following events described in subparts (1) through (3) (any one performance standard as of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company has not cured or remedied the Good Reason event within thirty (30) days after its receipt of your written notice (such notice shall describe in reasonable detail the Qualifying Termination Date, on a pro-rated basis and underlying facts supporting your belief that a Good Reason event has occurred). Such notice of your intention to resign for Good Reason must be provided with reference to the Company within sixty (60) days Qualifying Termination Date or in any other manner determined by the Company. The vested Equity Incentives as of the initial existence Qualifying Termination Date (including any Options that were subject to accelerated vesting pursuant to this clause (D)) shall be exercisable by you until the earliest to occur of a Good Reason event. Failure to timely provide such written notice to (x) twelve (12) months following the Company or failure to timely resign your employment for Good Reason means that you will be deemed to have consented to and waived date on which the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed subject Equity Incentives vest pursuant to the terms of this Agreementclause (D); (y) the scheduled expiration date of the Options or other equity incentives; or (z) the date on which the Options are canceled (and not substituted or assumed) pursuant to a Change in Control (defined below) or merger or acquisition or similar transaction involving the Company; and (E) the “Accrued Obligations” (defined below) as of the Termination Date. “For avoidance of doubt, the payments and benefits that may be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and if payments and benefits are provided under either one of these subsections, then no payments or benefits will otherwise be provided again under either one of these subsections. For avoidance of doubt, any Cash Severance benefits provided under Sections 3(d)(i) above or 3(d)(ii) below shall be calculated prior to giving effect to any reduction in Base Salary or target Performance Bonus that would give rise to your right to terminate for Good Reason” means:. Additionally, any Cash Severance benefits provided under Sections 3(d)(i) above or 3(d)(ii) below shall be calculated prior to giving effect to any elected or agreed upon temporary forbearance from payment of the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ March 25, 2015 Page 5 Base Salary or Performance Bonus.

Qualifying Termination. The Company may terminate your employment as CEO and President without Cause at any time and for any reason with notice or you may resign your employment as CEO and President for Good Reason upon thirty (30) days advance written notice. If your employment as CEO and President Subject to Section 4(a)(ii), if during the Term there is terminated due to a Qualifying Termination, then you will shall be eligible to receive each of the items set forth below subject to your timely compliance with Section 6(e) and further provided that no payments for such Qualifying Termination shall be made until on or after the date of a “separation from service” within the meaning of Code Section 409A.following: (iA) If the Company terminates cash severance payments (“Cash Severance”) in an aggregate amount equal to fifty percent (50%) of your employment annual Base Salary as CEO and President between July 1 and September 15 of a given fiscal year, the Company shall pay you for any accrued but unpaid bonus payable pursuant to Section 3(b) above with respect to the immediately preceding completed fiscal year (with such payment occurring at the same time that the final bonus payment would be made if you had remained employed and taking into account any interim payments previously made) (the “Earned Bonus”); (ii) The Company shall pay you a pro rata portion of any bonus payable pursuant to Section 3(b) above in respect of the fiscal year in which the Termination Date occurs, if any, pro-rated for the number of days in such fiscal year in which you were employed over the number of total calendar days in such fiscal year (with such payment occurring at the same time that the bonus payment would be made if you had remained employed) (the “Pro Rata Bonus”); (iii) Subject to Section 10 below, the Company shall provide you with cash payments over the eighteen (18)-month period following effect on your Termination Date (the ​ ​ ​ “Severance Period”) equal being paid, subject to Section 14 below, in the aggregate to your then current annual Base Salary (prior to any reduction giving rise to Good Reason) five monthly pro-rated for rata installments with the first installment of Cash Severance Period. The cash payments provided by this subpart (iii) shall be being paid to you in substantially equal installments payable under regular payroll practices over on the Severance Period, provided that once such payments commence, they will include any unpaid amounts accrued 60th day after your Separation from your Service from the Company and the last installment being paid on the six month anniversary of the Termination Date; (ivB) The to the extent permitted by applicable laws without incurring statutory penalties, the Company shall will continue to pay the cost (to the same extent that the Company portion was doing so immediately before the Termination Date) for all group employee health benefits coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the premiums for your Company group medical insurance coverage (or alternative comparable coverage) during the Severance Period same extent provided you continue to timely pay (including pursuant to deductions from payments you receive during the Severance Period in accordance with by the Company’s regular payroll practicesgroup health plans immediately before the Termination Date (“COBRA Benefits”) for six (6) months after the same portion Termination Date or until you become eligible for group health insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage. You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (B) or section 4(a)(ii)(b) below, to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer and to respond to any Company inquiries confirming that you did not become eligible for other coverage; and (ii) that you may not increase the number of your designated dependents, if any) , during this time unless you do so at your own expense. The period of the necessary premium that you were responsible to pay as such COBRA Benefits shall be considered part of immediately before your Termination Date. In all cases, the COBRA coverage (and/or reimbursement payments) provided in this subpart shall immediately terminate if you are offered comparable coverage in connection with your employment by another employerentitlement period; and (vC) For purposes any equity compensation awards (including the Option (if granted)) previously granted to you (but excluding any portion of this Agreement, you may resign your employment from any performance awards which are/were forfeited due to failure to achieve the Company requisite performance objectives) which are outstanding and unvested as CEO of the Termination Date shall become incrementally vested and President for “Good Reason” within ninety (90) days exercisable on an accelerated basis in an amount equal to the number that would have vested at the next vesting date that would have occurred after the date that any one of the following events described in subparts (1) through (3) (any one of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company has not cured or remedied the Good Reason event within thirty (30) days after its receipt of your written notice (such notice shall describe in reasonable detail the basis and underlying facts supporting your belief that a Good Reason event has occurred). Such notice of your intention to resign for Good Reason must be provided to the Company within sixty (60) days of the initial existence of a Good Reason event. Failure to timely provide such written notice to the Company or failure to timely resign your employment for Good Reason means that you will be deemed to have consented to and waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed subject to the terms of this Agreement. “Good Reason” means:Termination Date.

Qualifying Termination. The Company may terminate your employment as CEO and President without Cause at any time and for any reason with notice or you may resign your employment as CEO and President for Good Reason upon thirty (30) days advance written notice. If your employment as CEO and President is terminated due to during the Term without Cause (as defined below) by the Company or by you for “Good Reason” (as defined below) (each, a “Qualifying Termination, then you will be eligible to receive the items set forth below subject to your timely compliance with Section 6(e) and further provided that no payments for such Qualifying Termination shall be made until on or after the date of a “separation from service” within the meaning of Code Section 409A. (i) If the Company terminates your employment as CEO and President between July 1 and September 15 of a given fiscal year”), the Company shall pay you for any accrued but unpaid bonus payable pursuant (or cause to occur, as applicable) each of the following: (A) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 3(b409A) above with respect to from the immediately preceding completed fiscal year Company (with such payment occurring at “Termination Date”) and the same time that last installment being paid on the final bonus payment would be made if you had remained employed and taking into account any interim payments previously made) (first anniversary of the “Earned Bonus”)Termination Date; (iiB) The Company shall pay you a pro rata portion pro-rated cash Performance Bonus, calculated as follows: the product of any bonus payable pursuant to Section 3(b(x) above in respect of the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination Date occursoccurred, assuming that the Qualifying Termination had not occurred and that you remained as the Managing Director through the end of such fiscal year, which Performance Bonus, if any, pro-rated for shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days in such of the Company’s fiscal year in which you were employed over prior to the number of total calendar days in such fiscal year (with such payment occurring at the same time that the bonus payment would be made if you had remained employed) (the “Pro Rata Bonus”); (iii) Subject to Section 10 below, the Company shall provide you with cash payments over the eighteen (18)-month period following your Termination Date (and the ​ ​ ​ “Severance Period”) equal in the aggregate to your then current annual Base Salary (prior to any reduction giving rise to Good Reason) denominator of which is 365 days. This pro-rated for the Severance Period. The cash payments provided by this subpart Performance Bonus (iiia “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in substantially equal installments payable under regular payroll practices over which the Severance Period, provided that once such payments commence, they will include any unpaid amounts accrued from your Qualifying Termination Datehas occurred; (ivC) The the Company shall will continue to pay the cost (to the same extent that the Company portion was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or any comparable UK law, to the premiums for your Company group medical insurance coverage (or alternative comparable coverage) during the Severance Period same extent provided you continue to timely pay (including pursuant to deductions from payments you receive during the Severance Period in accordance with by the Company’s regular payroll practicesgroup plans immediately before the Termination Date for twelve (12) months after the same portion Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage or coverage under any comparable UK law (in either case, “COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any) , during this time unless you do so at your own expense. The period of the necessary premium that you were responsible such COBRA Benefits shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to pay as of immediately before your Termination Date. In all cases, the coverage (and/or reimbursement payments) provided in this subpart shall immediately terminate if you are offered comparable coverage in connection with your employment by another employeryou; and (vD) the “Accrued Obligations” (defined below) as of the Termination Date. For purposes avoidance of this Agreementdoubt, you the payments and benefits that may resign your employment from the Company as CEO be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and President for “Good Reason” within ninety (90) days after the date that any if payments and benefits are provided under either one of the following events described in subparts (1) through (3) (any these subsections, then no payments or benefits will otherwise be provided again under either one of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company has not cured or remedied the Good Reason event within thirty (30) days after its receipt of your written notice (such notice shall describe in reasonable detail the basis and underlying facts supporting your belief that a Good Reason event has occurred). Such notice of your intention to resign for Good Reason must be provided to the Company within sixty (60) days of the initial existence of a Good Reason event. Failure to timely provide such written notice to the Company or failure to timely resign your employment for Good Reason means that you will be deemed to have consented to and waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed subject to the terms of this Agreement. “Good Reason” means:these subsections.

Qualifying Termination. The If (1) the Company may terminate your terminates the Executive’s employment as CEO and President without Cause at any time and for any reason with notice other than for Cause, Disability or you may resign your death or (2) the Executive terminates employment as CEO and President for Good Reason upon thirty (30) days advance written notice. If your employment as CEO and President is terminated due to each, a “Qualifying Termination”), then you will be eligible to receive in either case more than six months prior to, or more than 24 months following, a Change in Control (as defined in the items set forth below subject to your timely compliance with Section 6(e) 2018 Equity Incentive Plan of Columbia Banking System, Inc. and further provided that no payments including, for such Qualifying Termination shall be made until on or after the date avoidance of a “separation from service” within doubt, the meaning of Code Section 409A.Merger): (i) If the Company terminates your employment as CEO and President between July 1 and September 15 of a given fiscal year, the Company shall pay you for to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of (1) the Executive’s accrued Annual Base Salary and any accrued but unpaid bonus payable pursuant to Section 3(bvacation pay through the Date of Termination, (2) above with respect the Executive’s business expenses that have not been reimbursed by the Company as of the Date of Termination that were incurred by the Executive prior to the Date of Termination in accordance with the applicable Company policy, and (3) the Executive’s Annual Bonus earned for the fiscal year immediately preceding completed the fiscal year (with in which the Date of Termination occurs if such payment occurring at bonus has been determined but not paid as of the same time that the final bonus payment would be made if you had remained employed and taking into account any interim payments previously made) Date of Termination (the sum of the amounts described in clauses (1) through (3) shall be hereinafter referred to as the “Earned BonusAccrued Obligations”); (ii) subject to Section 4(e), the Company shall pay to the Executive a cash severance benefit in an amount equal to two times the Executive’s Annual Base Salary (the “Severance Benefits”). The Company shall pay you the Severance Benefits in substantially equal installments in accordance with the Company’s normal payroll policies over the two-year period following the Date of Termination; provided that the first payment shall be made on the 60th day following the Date of Termination and shall include all installments otherwise payable within such 60-day period; (iii) subject to Section 4(e), the Company shall pay to the Executive in a lump sum in cash a pro rata portion of any bonus payable pursuant to Section 3(b) above Annual Bonus earned for the year in respect which the Date of Termination occurs (with proration determined based on the number of months in the fiscal year in which the Termination Date occurs, if any, pro-rated for Executive is employed with the number of days in such fiscal year in which you were employed over Company). The Company shall pay the number of total calendar days in such fiscal year (with such payment occurring prorated Annual Bonus at the same time that the bonus payment would be made if you had remained employed) (the “Pro Rata Bonus”); (iii) Subject to Section 10 below, as the Company shall provide you with cash payments over pays annual bonuses to active employees (and no later than March 15 of the eighteen (18)-month period year following your Termination Date (the ​ ​ ​ “Severance Period”) equal in fiscal year to which the aggregate to your then current annual Base Salary (prior to any reduction giving rise to Good Reason) pro-rated for the Severance Period. The cash payments provided by this subpart (iii) shall be paid to you in substantially equal installments payable under regular payroll practices over the Severance Period, provided that once such payments commence, they will include any unpaid amounts accrued from your Termination DateAnnual Bonus relates); (iv) The Company shall continue subject to pay the Company Section 4(e), a pro rata portion of any long-term incentive awards granted to the premiums for your Company group medical insurance coverage Executive shall vest as follows: (or alternative comparable coverage1) during a pro rata portion of any long-term incentive award that is not subject to performance-based vesting conditions shall vest as of the Severance Period provided you continue to timely pay Date of Termination (including pursuant to deductions from payments you receive during with proration determined based on the Severance Period number of months in accordance the applicable vesting period in which the Executive is employed with the Company’s regular payroll practices) the same and (2) a pro rata portion (if any) of any long-term incentive award that is subject to performance-based vesting conditions shall vest as of the necessary premium regularly scheduled vesting date based on actual performance (with proration determined based on the number of months in the applicable vesting period in which the Executive is employed with the Company), and, in each case, any payment or delivery shall be made in respect of such awards within 60 days following vesting subject to compliance with Section 409A of the Code. For illustrative purposes only, if the Executive holds 96 restricted shares that you were responsible are scheduled to pay as vest over a four-year period (the “Illustrative Vesting Period”) and that are not subject to performance vesting, and the Executive’s employment terminates 15.5 months after the beginning of immediately before your Termination Date. In all casesthe Illustrative Vesting Period, then 16/48 of the coverage restricted shares (and/or reimbursement payments32 restricted shares) provided will vest upon the Executive’s termination (regardless of the vesting schedule set forth in this subpart shall immediately terminate if you are offered comparable coverage in connection with your employment by another employer; andthe award and without duplication of any previous vesting) subject to Section 4(e) and the remaining 64 restricted shares will be forfeited; (v) For purposes subject to Section 4(e), for the 24-month period immediately following the Date of Termination, the Company shall continue the health and welfare benefits 4844-0817-3566 v.6 provided to the Executive and his dependents at the levels provided to active employees; provided that, if the Company determines that such continuation is not feasible without the payment of taxes or penalties or is not permissible under applicable law, the Company and the Executive shall cooperate in good faith to modify this section in such a manner that does not materially increase the cost to the Company (collectively, the “Welfare Benefits”); and (vi) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or that the Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”). As used in this Agreement, you may resign your employment from the Company as CEO and President for term “Good Reasonaffiliated companies” within ninety (90) days after shall include any company controlled by, controlling or under common control with the date that any one of the following events described in subparts (1) through (3) (any one of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company has not cured or remedied the Good Reason event within thirty (30) days after its receipt of your written notice (such notice shall describe in reasonable detail the basis and underlying facts supporting your belief that a Good Reason event has occurred). Such notice of your intention to resign for Good Reason must be provided to the Company within sixty (60) days of the initial existence of a Good Reason event. Failure to timely provide such written notice to the Company or failure to timely resign your employment for Good Reason means that you will be deemed to have consented to and waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed subject to the terms of this Agreement. “Good Reason” means:Company.

Qualifying Termination. The Company may terminate your employment as CEO and President without Cause at any time and for any reason with notice or you may resign your employment as CEO and President for Good Reason upon thirty (30) days advance written notice. If your employment as CEO and President is terminated due to In the event of a Qualifying Termination, then you will be eligible to the Executive shall receive the items set forth below subject following benefits: (i) Payment of all Accrued Obligations in a lump sum on the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation or incentive compensation shall be determined and paid in accordance with the terms of the relevant plan as applicable to your timely compliance the Executive, (ii) Payment in a lump sum on the Date of Termination of a pro rata cash bonus for the year in which the Date of Termination occurs, determined and paid in accordance with Section 6(ethe terms of the then current annual bonus plan applicable to the Executive, (iii) Payment in a lump sum on the Date of Termination of a salary replacement amount equal to three hundred percent (300%) of the annual base salary required to be paid to Executive pursuant to Paragraph 3(a) above, or if greater, the rate of annual salary as in effect immediately prior to the Date of Termination, (iv) Payment in a lump sum on the Date of Termination of a bonus replacement amount equal to three hundred percent (300%) of the highest of the annual bonus paid or payable to the Executive for the three (3) years preceding the year in which the Date of Termination occurs or, if greater, the Executive’s target bonus for year in which the Date of Termination occurs, (v) Payment in a lump sum on the Date of Termination of a retirement replacement amount equal to 300% of the sum of the Member Investment and further Stock Ownership Plan, Retirement Income Plan and Unfunded Deferred Compensation Plan contributions made or credited by the Corporation for the benefit of the Executive for the plan year of each such plan during which the Date of Termination occurs or, if greater, for the plan year of each such plan (or any successor or replacement plan) immediately preceding the plan year in which the Effective Date occurs, (vi) Continuation, for a period of three (3) years after the Date of Termination, of the following employee benefits on terms at least as favorable to the Executive as those which would have been provided if the Executive’s employment had continued for that no payments time pursuant to this Agreement, with the cost of such benefits to be paid by the Corporation: medical and dental benefits, life and disability insurance, and executive physical examinations (“Corporation-Paid Coverage”). Corporation-Paid Coverage shall be paid directly by the Corporation to the applicable insurer and/or administrator when premiums for such Qualifying Termination shall be made until coverage are due in accordance with the terms and conditions of the applicable insurance policy or administrative services agreement. Notwithstanding the foregoing, if the Executive is a “specified employee” (as described in Section 7 below) on or after the date of a the Executive’s “separation from service” within (as described in Section 7 below), continued coverage under the meaning disability and life insurance plans shall be solely at the expense of Code the Executive for the period beginning on the date of the Executive’s separation and ending six (6) months thereafter. On the date six (6) months and one (1) day following his or her separation (or, in the event of his or her death, at such earlier time as provided in Section 409A. (i) If the Company terminates your employment as CEO and President between July 1 and September 15 of a given fiscal year7 below), the Company Corporation shall pay you reimburse the Executive for any accrued but unpaid bonus the Corporation-Paid Coverage under the disability and life insurance plans portion of such expense in a lump sum cash payment. Thereafter, Corporation-Paid Coverage under the disability and life insurance plans shall be paid directly by the Corporation to the applicable insurer and/or administrator when premiums for such coverage are due in accordance with the terms and conditions of the applicable insurance policy or administrative services agreement. To the extent the Corporation is unable to provide comparable insurance for reasons other than cost, the Corporation may provide a lesser level or no coverage and compensate the Executive for the difference in coverage through a cash lump sum payment grossed up for taxes, payable pursuant on the Date of Termination. This payment will be tied to Section 3(bthe cost of an individual insurance policy if it were assumed to be available. Upon the expiration of the coverage provided under this paragraph (vi), the Executive and Executive’s dependents will be entitled to elect Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) above continuation coverage on the same basis as would be extended with respect to the immediately preceding completed fiscal year (with such payment occurring an employee whose employment terminated at the same time that of such expiration and for purposes of Title X of COBRA, the final bonus payment would date of the “qualifying event” for the Executive and Executive’s dependents shall be the date upon which the Corporation-Paid Coverage terminates, (vii) Outplacement services, at the expense of the Corporation, from a provider reasonably selected by the Executive, provided however, to the extent the outplacement services are taxable under the Internal Revenue Code, the expenses must be incurred before the last day of the second year following separation from service and the reimbursement must be made if you had remained employed and taking into account any interim payments previously made) (before the “Earned Bonus”);last day of the third year following separation from service, and (iiviii) The Company shall pay you a pro rata portion of any bonus payable pursuant to Section 3(b) above in respect of Tax preparation services for the fiscal Executive’s taxable year in which the Date of Termination Date occurs, if any, pro-rated for the number of days in such fiscal year in which you were employed over the number of total calendar days in such fiscal year (with such payment occurring provided at the expense of the Corporation, on the same time that basis as provided to Executive immediately prior to the bonus payment would Effective Date provided however, to the extent the tax preparation services are taxable under the Internal Revenue Code, the expenses must be incurred before the last day of the second year following separation from service and the reimbursement must be made if you had remained employed) (before the “Pro Rata Bonus”); (iii) Subject to Section 10 below, the Company shall provide you with cash payments over the eighteen (18)-month period following your Termination Date (the ​ ​ ​ “Severance Period”) equal in the aggregate to your then current annual Base Salary (prior to any reduction giving rise to Good Reason) pro-rated for the Severance Period. The cash payments provided by this subpart (iii) shall be paid to you in substantially equal installments payable under regular payroll practices over the Severance Period, provided that once such payments commence, they will include any unpaid amounts accrued from your Termination Date; (iv) The Company shall continue to pay the Company portion last day of the premiums for your Company group medical insurance coverage (or alternative comparable coverage) during the Severance Period provided you continue to timely pay (including pursuant to deductions third year following separation from payments you receive during the Severance Period in accordance with the Company’s regular payroll practices) the same portion (if any) of the necessary premium that you were responsible to pay as of immediately before your Termination Date. In all cases, the coverage (and/or reimbursement payments) provided in this subpart shall immediately terminate if you are offered comparable coverage in connection with your employment by another employer; and (v) For purposes of this Agreement, you may resign your employment from the Company as CEO and President for “Good Reason” within ninety (90) days after the date that any one of the following events described in subparts (1) through (3) (any one of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company has not cured or remedied the Good Reason event within thirty (30) days after its receipt of your written notice (such notice shall describe in reasonable detail the basis and underlying facts supporting your belief that a Good Reason event has occurred). Such notice of your intention to resign for Good Reason must be provided to the Company within sixty (60) days of the initial existence of a Good Reason event. Failure to timely provide such written notice to the Company or failure to timely resign your employment for Good Reason means that you will be deemed to have consented to and waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed subject to the terms of this Agreement. “Good Reason” means:service.

Qualifying Termination. The Company may terminate your employment as CEO and President without Cause If, at any time and for any reason with notice during the Vesting Period, the Participant ceases to be employed by the Corporation or you may resign your its Subsidiaries (the date of such termination of employment is referred to as CEO and President the Participant’s “Severance Date”) as a result of (i) the Participant’s death or Disability, or (ii) a termination of employment by the Corporation or one of its Subsidiaries without Cause or by Participant for Good Reason upon thirty (30each as defined herein), then, subject to the following paragraph and the release requirement set forth in the last paragraph of this Section 8(a), (x) days advance written notice. If your employment as CEO the Performance Units will remain outstanding during the remainder of the Vesting Period and President is terminated due will remain subject to a Qualifying TerminationSection 3, then you and (y) the Participant will be eligible entitled to receive the items set forth below subject to your timely compliance number of Performance Units the Participant would have received in accordance with Section 6(e) and further provided that no payments for such Qualifying Termination shall be made until on or after the date of a “separation from service” within the meaning of Code Section 409A. (i) If the Company terminates your employment as CEO and President between July 1 and September 15 of a given fiscal year, the Company shall pay you for any accrued but unpaid bonus payable pursuant to Section 3(b) above with respect to the immediately preceding completed fiscal year (with such payment occurring at the same time that the final bonus payment would be made if you had remained employed and taking into account any interim payments previously made) (the “Earned Bonus”); (ii) The Company shall pay you a pro rata portion of any bonus payable pursuant to Section 3(b) above in respect of the fiscal year in which the Termination Date occurs3, if any, pro-rated had the Participant remained employed until the end of the Vesting Period. In the event Participant’s termination of service is due to a “Qualifying Retirement” during the Performance Period (as defined in the Corporation’s Retirement Policy as in effect on the Award Date), the Performance Units will be subject to the pro rata vesting treatment set forth in the Retirement Policy (and the requirements set forth therein). In the event that the Participant’s employment terminates in the circumstances described in the preceding paragraph (including a Qualifying Retirement) and the Severance Date occurs on or before the last day of the second year of the Performance Period and on or before the Severance Date, or after the Severance Date and before the last day of the second year of the Performance Period, an Interim Date (as defined in Exhibit A) has been or is established with respect to Peer Group I (as such term is defined in Exhibit A), the Performance Period with respect to Peer Group I will end on such Interim Date (in the event there has been more than one Interim Date on or prior to the Severance Date, the most recent Interim Date on or prior to the Severance Date; and in the event that there has been an Interim Date on or prior to the Severance Date, any new Interim Date after the Severance Date shall be disregarded) and there will be no new or additional measurement period with respect to Peer Group I after such Interim Date as otherwise provided for in Exhibit A. In such circumstances, the determination as to whether the Corporation has attained the performance goals set forth in Exhibit A with respect to Peer Group I for the number Performance Period shall be made by the Committee based solely on performance through such applicable Interim Date, such determination to be made no later than March 15 of days the year that follows the later of the Severance Date or the applicable Interim Date as to Peer Group I (such determination to be the Committee Determination as to Peer Group I). In such circumstances, any Performance Units corresponding to Peer Group I that are not vested on the date of such Committee Determination (after giving effect to such Committee Determination) shall terminate. No additional Performance Units will vest pursuant to Section 9(b) or Exhibit A with respect to performance after, or a Change in Control Event that occurs after, the applicable Interim Date. Any benefit to the Participant pursuant to the preceding paragraphs of this Section 8 (including in connection with a Qualifying Retirement, but other than in connection with the Participant’s death) is subject to the condition that (i) the Participant has fully executed a valid and effective release (in the form attached to the Severance Plan or, if such release is executed on or after a Change in Control Event, in the form attached to the CIC Severance Plan, in each case for terminations governed by such severance plan, or in such fiscal year other form as the Committee may reasonably require in the circumstances, including as set forth in the Retirement Policy, which you were employed over other form shall be substantially similar to the number of total calendar days form attached to the Severance Plan or the CIC Severance Plan, as the case may be, and in such fiscal year (any case that would otherwise apply in the circumstances but with such payment occurring at changes as the same Committee may determine to be required or reasonably advisable in order to make the release enforceable and otherwise compliant with applicable laws), (ii) such executed release is delivered by the Participant to the Corporation so that it is received by the Corporation in the time that the bonus payment would be made if you had remained employed) (the “Pro Rata Bonus”); period specified below, and (iii) Subject such release is not revoked by the Participant (pursuant to Section 10 belowany revocation rights afforded by applicable law). In order to satisfy the requirements of this paragraph, the Company shall provide you with cash payments over Participant’s release referred to in the eighteen preceding sentence must be delivered by the Participant to the Corporation so that it is received by the Corporation no later than twenty-five (18)-month period following your Termination 25) calendar days after the Participant’s Severance Date (or such later date as may be required for an enforceable release of the ​ ​ ​ Participant’s claims under the United States Age Discrimination in Employment Act of 1967, as amended (“Severance PeriodADEA”) equal ), to the extent the ADEA is applicable in the aggregate to your then current annual Base Salary circumstances, in which case the Participant will be provided with either twenty-one (prior to any reduction giving rise to Good Reason21) proor forty-rated for five (45) days, depending on the Severance Period. The cash payments provided by this subpart (iii) shall be paid to you in substantially equal installments payable under regular payroll practices over the Severance Period, provided that once such payments commence, they will include any unpaid amounts accrued from your Termination Date; (iv) The Company shall continue to pay the Company portion circumstances of the premiums for your Company group medical insurance coverage (or alternative comparable coverage) termination, to consider the release). In addition, the Corporation may require that the Participant’s release be executed no earlier than the Participant’s Severance Date. If the period during which the Severance Period provided you continue Participant is permitted to timely pay (including pursuant to deductions from payments you receive during consider the Severance Period release in accordance with the Company’s regular payroll practices) the same portion (if any) of the necessary premium that you were responsible to pay as of immediately before your Termination Date. In all casesthis paragraph begins in one calendar year and ends in a second calendar year, the coverage (and/or reimbursement payments) provided in this subpart shall immediately terminate if you payment of any Stock Units that remain eligible to vest or are offered comparable coverage in connection with your employment by another employer; and (v) For purposes payable pursuant to the preceding paragraphs of this Agreement, you may resign your employment from Section 8 shall not be made earlier than the Company as CEO and President for “Good Reason” within ninety (90) days after the date that any one of the following events described in subparts (1) through (3) (any one of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company has not cured or remedied the Good Reason event within thirty (30) days after its receipt of your written notice (such notice shall describe in reasonable detail the basis and underlying facts supporting your belief that a Good Reason event has occurred). Such notice of your intention to resign for Good Reason must be provided to the Company within sixty (60) days of the initial existence of a Good Reason event. Failure to timely provide such written notice to the Company or failure to timely resign your employment for Good Reason means that you will be deemed to have consented to and waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed subject to the terms of this Agreement. “Good Reason” means:second calendar year.

Qualifying Termination. The Company may terminate your Notwithstanding Section 7(a) above, if the termination of this Agreement and Employee’s employment as CEO and President without Cause at any time and for any reason with notice or you may resign your employment as CEO and President for Good Reason upon thirty (30) days advance written notice. If your employment as CEO and President is terminated due to hereunder constitutes a Qualifying TerminationTermination (as defined below), then you will be eligible then, in addition to receive the items set forth below Employee’s Accrued Obligations and subject to your timely compliance with Section 6(e7(c) and further provided that no payments for such Qualifying Termination shall be made until on or after the date of a “separation from service” within the meaning of Code Section 409A.below: (i) If the Company terminates your employment as CEO and President between July 1 and September 15 of a given fiscal year, the Company shall be obligated to pay you for any accrued but unpaid bonus payable pursuant to Section 3(bEmployee a severance payment (the “Severance Payment”) above with respect equal to the immediately preceding completed sum of (A) one (1) year of Employee’s Base Salary (at the rate in effect on the Termination Date) plus (B) one (1) times the amount of the Annual Bonus paid to Employee in the prior fiscal year (with such payment occurring at the same time that the final bonus payment would be made if you had remained employed and taking into account any interim payments previously made) (collectively, the “Earned BonusSeverance Payment”);. The Severance Payment shall be paid to Employee in a lump sum on the next regular Company pay date following the 60th day after the Termination Date; and (ii) The if Employee timely elects to continue and maintain group health plan coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay you will reimburse Employee for a pro rata portion of any bonus payable pursuant to Section 3(bthe healthcare continuation payments under COBRA actually paid by Employee for the coverage period ending on the earlier of (A) above in respect the one (1) year anniversary of the fiscal year in Termination Date, and (B) the date Employee becomes eligible to obtain healthcare coverage from a new employer (“COBRA Assistance Period”), which portion will be equal to (x) the Termination Date occursamount of the monthly health care premium payment under COBRA actually paid by Employee for COBRA coverage during the COBRA Assistance Period, less (y) the amount Employee would have been required to contribute toward health insurance coverage during the COBRA Assistance Period if any, pro-rated for the number of days in such fiscal year in which you were employed over the number of total calendar days in such fiscal year (with such payment occurring at the same time that the bonus payment would be made if you Employee had remained employed) an active employee of the Company (the “Pro Rata BonusCOBRA Assistance”); (iii) Subject . Employee agrees to Section 10 below, immediately inform the Company shall provide you with cash payments over the eighteen (18)-month period following your Termination Date (the ​ ​ ​ “Severance Period”) equal in the aggregate if he becomes eligible to your then current annual Base Salary (obtain alternate healthcare coverage from a new employer prior to any reduction giving rise to Good Reasonthe one (1) pro-rated for the Severance Period. The cash payments provided by this subpart (iii) shall be paid to you in substantially equal installments payable under regular payroll practices over the Severance Period, provided that once such payments commence, they will include any unpaid amounts accrued from your Termination Date; (iv) The Company shall continue to pay the Company portion year anniversary of the premiums for your Company group medical insurance coverage (or alternative comparable coverage) during the Severance Period provided you continue to timely pay (including pursuant to deductions from payments you receive during the Severance Period in accordance with the Company’s regular payroll practices) the same portion (if any) of the necessary premium that you were responsible to pay as of immediately before your Termination Date. In all casesEmployee also agrees to remit to the Company, the coverage (and/or reimbursement payments) provided in this subpart shall immediately terminate if you are offered comparable coverage in connection with your employment by another employer; and (v) For purposes of this Agreement, you may resign your employment from the Company as CEO on a monthly basis and President for “Good Reason” within ninety (90) days after the date that any one of the following events described in subparts (1) through (3) (any one of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company has not cured or remedied the Good Reason event within thirty (30) days after its of the date of payment by Employee, paid invoices for each such monthly COBRA premium for which Employee seeks reimbursement pursuant to this Section 7(b)(ii) and such reimbursement (to the extent required pursuant to this Section 7(b)(ii)) shall be made to Employee within thirty (30) days following the Company’s receipt of your written notice each such invoice. Employee understands that if he wishes to continue to obtain COBRA coverage after the one (1) year anniversary of the Termination Date, Employee will not receive reimbursement form the Company for any portion of the cost of such notice shall describe in reasonable detail the basis and underlying facts supporting your belief that a Good Reason event has occurred)additional COBRA coverage. Such notice of your intention to resign for Good Reason must be provided Notwithstanding anything set forth herein to the contrary, if and to the extent that the Company within sixty (60) days may not provide such COBRA Assistance without incurring tax penalties or violating any requirement of the initial existence of a Good Reason event. Failure to timely provide such written notice to law, the Company or failure shall use its commercially reasonable best efforts to timely resign your employment for Good Reason means provide to Employee substantially similar assistance in an alternative manner provided that you will be deemed to have consented to and waived the Good Reason event. If cost of doing so does not exceed the cost that the Company does timely cure or remedy would have incurred had the Good Reason eventCOBRA Assistance been provided in the manner described above. As used herein, then you may either resign your employment without Good Reason or you may continue to remain employed subject to the following terms of this Agreement. “Good Reason” meansshall have the respective meaning set forth below:

Qualifying Termination. The Company may terminate your employment as CEO and President without Cause If, at any time and for any reason with notice during the Vesting Period, the Participant ceases to be employed by the Employer, (the date of such termination of employment is referred to as the Participant’s “Severance Date”) as a result of (i) the Participant’s death or you may resign your Disability or (ii) a termination of employment as CEO and President by the Employer without Cause or by Participant for Good Reason upon thirty (30) days advance written notice. If your employment each as CEO defined herein), then, subject to the following paragraph and President is terminated due to a Qualifying Termination, then you will be eligible to receive the items release requirement set forth below in the last paragraph of this Section 8(a), (x) the Performance LTIP Units will remain outstanding during the remainder of the Vesting Period and will remain subject to your timely compliance with Section 6(e3, and (y) and further provided that no payments for such Qualifying Termination shall be made until on or after the date of a “separation from service” within the meaning of Code Section 409A. (i) If the Company terminates your employment as CEO and President between July 1 and September 15 of a given fiscal year, the Company shall pay you for any accrued but unpaid bonus payable pursuant to Section 3(b) above Participant will vest with respect to the immediately preceding completed fiscal year (number of Performance LTIP Units that would have vested in accordance with such payment occurring at the same time that the final bonus payment would be made if you had remained employed and taking into account any interim payments previously made) (the “Earned Bonus”); (ii) The Company shall pay you a pro rata portion of any bonus payable pursuant to Section 3(b) above in respect of the fiscal year in which the Termination Date occurs3, if any, pro-rated had the Participant remained employed until the end of the Vesting Period. In the event Participant’s termination of service is due to a “Qualifying Retirement” during the Performance Period (as defined in Healthpeak’s Retirement Policy as in effect on the Award Date), the Performance LTIP Units will be subject to the pro rata vesting treatment set forth in Healthpeak’s Retirement Policy (and the requirements set forth therein). In the event that the Participant’s employment terminates in the circumstances described in the preceding paragraph (including a Qualifying Retirement) and the Severance Date occurs on or before the last day of the fourth year of the Performance Period, or after the Severance Date and before the last day of the fourth year of the Performance Period, an Interim Date (as defined in Exhibit A) has been or is established with respect to the Peer Group (as such term is defined in Exhibit A), the Performance Period will end on such Interim Date (in the event there has been more than one Interim Date on or prior to the Severance Date, the most recent Interim Date on or prior to the Severance Date; and in the event that there has been an Interim Date on or prior to the Severance Date, any new Interim Date after the Severance Date shall be disregarded) and there will be no new or additional measurement period with respect to the Peer Group after such Interim Date as otherwise provided for in Exhibit A. In such circumstances, the determination as to whether the Corporation has attained the performance goals set forth in Exhibit A with respect to the Peer Group for the number Performance Period shall be made by the Committee based solely on performance through such applicable Interim Date, such determination to be made no later than March 15 of days the year that follows the later of the Severance Date or the applicable Interim Date as to the Peer Group (such determination to be the Committee Determination as to the Peer Group). In such circumstances, any Performance LTIP Units corresponding to the Peer Group that are not vested on the date of such Committee Determination (after giving effect to such Committee Determination) shall be cancelled and forfeited. No additional Performance LTIP Units will vest pursuant to Section 8(b) or Exhibit A with respect to performance after, or a Change in Control Event that occurs after, the applicable Interim Date. Any benefit to the Participant pursuant to the preceding paragraphs of this Section 8 (including in connection with a Qualifying Retirement, but other than in connection with the Participant’s death) is subject to the condition that (i) the Participant has fully executed a valid and effective release (in the form attached to the Healthpeak Severance Plan or, if such release is executed on or after a Change in Control Event, in the form attached to the Healthpeak CIC Severance Plan, in each case for terminations governed by such severance plan, or in such fiscal year other form as the Committee may reasonably require in the circumstances, including as set forth in Healthpeak’s Retirement Policy, which you were employed over other form shall include the number of total calendar days Corporation, the Partnership and their related persons as releasees and otherwise be substantially similar to the form attached to the Healthpeak Severance Plan or the Healthpeak CIC Severance Plan, as the case may be, and in such fiscal year (any case that would otherwise apply in the circumstances but with such payment occurring at changes as the same Committee may determine to be required or reasonably advisable in order to make the release enforceable and otherwise compliant with applicable laws), (ii) such executed release is delivered by the Participant to Healthpeak and the Corporation, so that it is received by Healthpeak and the Corporation in the time that the bonus payment would be made if you had remained employed) (the “Pro Rata Bonus”); period specified below, and (iii) Subject such release is not revoked by the Participant (pursuant to Section 10 belowany revocation rights afforded by applicable law). In order to satisfy the requirements of this paragraph, the Company shall provide you with cash payments over the eighteen (18)-month period following your Termination Date (the ​ ​ ​ “Severance Period”) equal Participant’s release referred to in the aggregate preceding sentence must be delivered by the Participant to your then current annual Base Salary Healthpeak and the Corporation so that it is received by Healthpeak and the Corporation no later than twenty-five (prior to any reduction giving rise to Good Reason25) pro-rated for the Severance Period. The cash payments provided by this subpart (iii) shall be paid to you in substantially equal installments payable under regular payroll practices over the Severance Period, provided that once such payments commence, they will include any unpaid amounts accrued from your Termination Date; (iv) The Company shall continue to pay the Company portion of the premiums for your Company group medical insurance coverage (or alternative comparable coverage) during the Severance Period provided you continue to timely pay (including pursuant to deductions from payments you receive during the Severance Period in accordance with the Company’s regular payroll practices) the same portion (if any) of the necessary premium that you were responsible to pay as of immediately before your Termination Date. In all cases, the coverage (and/or reimbursement payments) provided in this subpart shall immediately terminate if you are offered comparable coverage in connection with your employment by another employer; and (v) For purposes of this Agreement, you may resign your employment from the Company as CEO and President for “Good Reason” within ninety (90) calendar days after the Participant’s Severance Date (or such later date that any one as may be required for an enforceable release of the following events described Participant’s claims under the United States Age Discrimination in subparts Employment Act of 1967, as amended (1“ADEA”), to the extent the ADEA is applicable in the circumstances, in which case the Participant will be provided with either twenty-one (21) through or forty-five (345) (any one days, depending on the circumstances of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company has not cured or remedied termination, to consider the Good Reason event within thirty (30) days after its receipt of your written notice (such notice shall describe in reasonable detail the basis and underlying facts supporting your belief that a Good Reason event has occurredrelease). Such notice of your intention to resign for Good Reason must In addition, Healthpeak and the Corporation may require that the Participant’s release be provided to executed no earlier than the Company within sixty (60) days of the initial existence of a Good Reason event. Failure to timely provide such written notice to the Company or failure to timely resign your employment for Good Reason means that you will be deemed to have consented to and waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed subject to the terms of this Agreement. “Good Reason” means:Participant’s Severance Date.

Qualifying Termination. The Company may terminate your employment as CEO and President without Cause at any time and for any reason with notice or you may resign your employment as CEO and President for Good Reason upon thirty (30) days advance written notice. If your employment as CEO and President is terminated due to during the Term without Cause (as defined below) by the Company or by you for “Good Reason” (as defined below) (each, a “Qualifying Termination, then you will be eligible to receive the items set forth below subject to your timely compliance with Section 6(e) and further provided that no payments for such Qualifying Termination shall be made until on or after the date of a “separation from service” within the meaning of Code Section 409A. (i) If the Company terminates your employment as CEO and President between July 1 and September 15 of a given fiscal year”), the Company shall pay you for any accrued but unpaid bonus payable pursuant (or cause to occur, as applicable) each of the following: (A) cash severance installment payments in an aggregate amount equal to one hundred percent (100%) of your annual Base Salary as in effect on your Termination Date (“Cash Severance”) being paid in ten monthly pro-rata installments with the first installment of Cash Severance being paid on the 90th day after your “separation from service” (within the meaning of Internal Revenue Code (“Code”) Section 3(b409A) above with respect to from the immediately preceding completed fiscal year Company (with such payment occurring at “Termination Date”) and the same time that last installment being paid on the final bonus payment would be made if you had remained employed and taking into account any interim payments previously made) (first anniversary of the “Earned Bonus”)Termination Date; (iiB) The Company shall pay you a pro rata portion pro-rated cash Performance Bonus, calculated as follows: the product of any bonus payable pursuant to Section 3(b(x) above in respect of the Performance Bonus that would have been earned during the fiscal year in which the Qualifying Termination Date occursoccurred, assuming that the Qualifying Termination had not occurred and that you remained as General Counsel of the Company through the end of such fiscal year, which Performance Bonus, if any, pro-rated for shall be based on the extent to which the Company achieved the MBO Goals (or the performance standards set forth in any successor incentive plan) during such fiscal year, multiplied by (y) a fraction, the numerator of which is the number of days in such of the Company’s fiscal year in which you were employed over prior to the number of total calendar days in such fiscal year (with such payment occurring at the same time that the bonus payment would be made if you had remained employed) (the “Pro Rata Bonus”); (iii) Subject to Section 10 below, the Company shall provide you with cash payments over the eighteen (18)-month period following your Termination Date (and the ​ ​ ​ “Severance Period”) equal in the aggregate to your then current annual Base Salary (prior to any reduction giving rise to Good Reason) denominator of which is 365 days. This pro-rated for the Severance Period. The cash payments provided by this subpart Performance Bonus (iiia “Pro-Rated Bonus”) shall be paid to you no later than the 15th day of the third month immediately following the fiscal year in substantially equal installments payable under regular payroll practices over which the Severance Period, provided that once such payments commence, they will include any unpaid amounts accrued from your Qualifying Termination Datehas occurred; (ivC) The the Company shall will continue to pay the cost (to the same extent that the Company portion was doing so immediately before the Termination Date) for all group employee benefit coverage continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the premiums for your Company group medical insurance coverage (or alternative comparable coverage) during the Severance Period same extent provided you continue to timely pay (including pursuant to deductions from payments you receive during the Severance Period in accordance with by the Company’s regular payroll practicesgroup plans immediately before the Termination Date for twelve (12) months after the same portion Termination Date or until you become eligible for group insurance benefits from another employer, whichever occurs first, provided that you timely elect COBRA coverage (“COBRA Benefits”). You agree (i) at any time either before or during the period of time you are receiving benefits under this subsection (C), to inform the Company promptly in writing if you become eligible to receive group health coverage from another employer; and (ii) that you may not increase the number of your designated dependents, if any) , during this time unless you do so at your own expense. The period of the necessary premium that you were responsible to pay as such COBRA Benefits shall be considered part of immediately before your Termination Date. In all cases, the COBRA coverage (and/or reimbursement payments) provided in this subpart shall immediately terminate if you are offered comparable coverage in connection with your employment by another employerentitlement period; and (vD) the “Accrued Obligations” (defined below) as of the Termination Date. For purposes avoidance of this Agreementdoubt, you the payments and benefits that may resign your employment from the Company as CEO be provided under Sections 3(d)(i) above or 3(d)(ii) below shall not be provided more than once and President for “Good Reason” within ninety (90) days after the date that any if payments and benefits are provided under either one of the following events described in subparts (1) through (3) (any these subsections, then no payments or benefits will otherwise be provided again under either one of which will constitute “Good Reason”) has first occurred without your written consent. Your resignation for Good Reason will only be effective if the Company has not cured or remedied the Good Reason event within thirty (30) days after its receipt of your written notice (such notice shall describe in reasonable detail the basis and underlying facts supporting your belief that a Good Reason event has occurred). Such notice of your intention to resign for Good Reason must be provided to the Company within sixty (60) days of the initial existence of a Good Reason event. Failure to timely provide such written notice to the Company or failure to timely resign your employment for Good Reason means that you will be deemed to have consented to and waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed subject to the terms of this Agreement. “Good Reason” means:these subsections.