Common use of Separation Benefits Clause in Contracts

Separation Benefits. If this Agreement is terminated either by the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).

Separation Benefits. If this Agreement is terminated either by the Company at any time (whether before or after a Change of Control) you suffer an Involuntary Termination or a Termination Without Cause (and to be clear, a Termination for Death or Disability shall not constitute a Termination without Cause in accordance with Cause), and provided such termination constitutes a “separation from service” (as defined under Treasury Regulations Section 6(c) 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then subject to your obligations below (including but not limited to your execution of an effective release and waiver of claims, in the Company’s non-renewal of this Agreementform attached hereto as Annex II, that is effective not later than the sixtieth (60th) or by Employee resigning his employment for Good Reason in accordance with Section 6(dday following your Separation from Service), the Company you shall have no further obligation be entitled to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits receive (collectively, the “Separation Severance Benefits”) to Employee: (i) ): • an amount equal to one times eighteen (18) months of your then current base salary, ignoring any decrease in base salary that forms the sum basis for Good Reason, less all applicable withholdings and deductions, paid over such eighteen (18) month period on the schedule described below (the “Salary Continuation”). • acceleration of the Base Salary in effect immediately before vesting of each of your then outstanding compensatory stock grants as of the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior date of termination as to the Termination Date, number of shares that would have vested in accordance with their applicable vesting schedules if you had been in service for an additional eighteen (18) months as of your termination date (based upon months of service and not the Annual Bonus for purposes occurrence of this Section 7 shall be corporate events or milestones). • to the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date extent that Employee is eligible to you timely elect and elects to continue COBRA coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state lawhealth plans, the Company shall will pay or reimburse Employee on a monthly basis you for the difference between cost of your COBRA premiums for a period of up to eighteen (18) months commencing on the amount Employee pays to effect and continue such first date on which you lose health care coverage under COBRA and the employee contribution amount that active employees as a result of the Company pay for the same or similar coverage; your Separation from Service, provided, however, that Employee shall notify the Company Company’s obligation to pay or reimburse your COBRA premiums will cease immediately in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes event that you either become eligible for group health insurance or cease to be eligible for COBRA coverage due during such eighteen (18) month period (such period that you are eligible for Company-paid COBRA benefits, the “COBRA Payment Period”). If at any time the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to subsequent employment the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay you on the last day of each remaining month of the COBRA Payment Period, a taxable cash amount that, on an after-tax basis, is sufficient to obtain the same or otherwiseequivalent coverage with any such gross-up for taxes paid in accordance with Treasury Regulations Section 1.409A-3(i)(1)(v) (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. For clarity, you are not required to elect continued health insurance coverage under COBRA or use this Special Severance Payment to obtain alternative health insurance coverage in order to receive this payment. The Severance Benefits are conditional upon (a) your continuing to comply with your obligations under your Confidential Information and Invention Assignment Agreement, Employee Invention Assignment and Confidentiality Agreement and any similar agreement during the period of time in which you are receiving the Severance Benefits; (b) your delivering to the Company an effective, general release of claims in favor of the Company in substantially the form set forth on Annex II within sixty (60) days following your Separation Pay shall from Service; and (c) if you are a member of the Board, your resignation from the Board, to be effective no later than the date of your termination (or such other date as requested by the Board). The Salary Continuation will be paid in equal installments on the Company’s regular payroll schedule and will be subject to Employee in a lump sum within 60 days applicable tax withholdings over the period outlined above following the date of the Termination Dateyour Separation from Service; provided, however, that no payments will be made prior to the 60th day following your Separation Pay shall be paid to Employee unless from Service. On the 60th day following your Separation from Service, the Company receives, will pay you in a lump sum the Salary Continuation and other Severance Benefits (including any Special Severance Payments) that you would have received on or within 55 days after prior to such date under the Termination Date, an executed and fully effective copy original schedule but for the delay while waiting for the 60th day in compliance with Section 409A of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by Code and the last day effectiveness of the month following release, with the month in which balance of the applicable premiums were Salary Continuation and other Severance Benefits being paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)as originally scheduled.

Separation Benefits. If this Agreement is terminated either by the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one two (2) times the sum of (a) the Base Salary in effect immediately before the Termination Date plus (b) the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 7(b) shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six18-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath health insurance plan or Grey Rock’s group health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company or Grey Rock, as applicable, pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f); provided, however, that if this Agreement is terminated (i) due to Employee’s death or (ii) by the Company due to Employee’s Inability to Perform, Employee shall be entitled to the Prorated Bonus amount in Section 7(c).

Separation Benefits. If this Agreement is terminated either by the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one (1) times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed until the Annual Bonus for less than one full fiscal year prior to the Termination Date2021 is determined, the Annual Bonus for purposes of this Section 7 shall be the target Annual Bonus payable during for fiscal 2021 as provided above, and thereafter shall be the current Annual Bonus determined for fiscal year at 2021 or the target amount provided aboveAnnual Bonus received by Employee for any future fiscal year) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).

Separation Benefits. If this Agreement is terminated either by the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his terminates your employment for Cause or if you resign other than for Good Reason Reason, you will not be entitled to any separation benefits as described in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits section (collectively, the “Separation Benefits”) ). • If, other than within 6 months prior to Employee: (i) an amount equal or 12 months following a Change in Control, the Company terminates your employment for any reason other than Cause or if you resign for Good Reason, you will be entitled to one times the sum of the receive monthly payments based on your Base Salary of $325,000 for a period of 12 months from the date of termination (the “Severance Period”). • If, within 6 months prior to or 12 months following a Change in effect immediately before Control, the Termination Date plus the Annual Bonus received by Employee Company terminates your employment for the fiscal year preceding the Termination Date (any reason other than Cause or if Employee was employed you resign for less than one full fiscal year prior Good Reason, you will be entitled to receive monthly payments based on your Base Salary of $325,000 for a period of 12 months from the Termination Datedate of termination (the Severance Period). In addition, the Annual Bonus for purposes of this Section 7 shall be Company will accelerate your right to exercise shares under any stock options granted to you by the Annual Bonus payable during the current fiscal year at the target amount provided above) Company. • If you die or become totally disabled (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under as defined by the Company’s group heath long term disability insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”coverage), or similar state law, the Company shall reimburse Employee on a monthly basis for will accelerate your right or the difference between the amount Employee pays right of your Personal Representative to effect and continue such coverage exercise shares under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due any stock options granted to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made you by the last day of the month following the month in which the applicable premiums were paid by EmployeeCompany. For the avoidance of doubt, Employee shall not You will be entitled to the severance and acceleration of options described above so long as the ending of your employment constitutes a separation from service as defined in Section 409A of the Internal Revenue Code. During the Severance Period (but not for a period longer than your entitlement to COBRA continuation coverage), the Company will continue to contribute to your medical insurance coverage, which, subject to your eligibility, will be extended to you under the law known as COBRA at the same rate as if you continued to be employed by the Company. Notwithstanding the foregoing, your receipt of the Separation Benefits if described in this Agreement is terminated paragraph will be subject, in all cases, to your execution, on or before the 21st day following its presentation to you (iwhich shall occur no more than 14 days after the Date of Termination) due to Employee’s death; (ii) by of a release of any and all claims that you may then have against the Company due in connection with your employment in a form that is satisfactory to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(bthe “Release”) and 6(fthe effectiveness and irrevocability of the Release upon its execution or the earliest day after its execution as is permitted by law. Payments of continuation of compensation owed pursuant to this paragraph will occur on the regular payroll payment dates for the Company beginning with the first regular payroll payment date that occurs on or after the date that is 45 days after your termination or resignation (with the first payment to include the full amount owed for continuation of compensation for the payroll period to which such payment date relates and any prior payroll periods for which payment was not yet made).

Separation Benefits. If this Agreement is terminated either by the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his terminates your employment for Cause or if you resign other than for Good Reason Reason, you will not be entitled to any separation benefits as described in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits section (collectively, the “Separation Benefits”) ). • If, other than within 6 months prior to Employee: (i) an amount equal or 12 months following a Change in Control, the Company terminates your employment for any reason other than Cause or if you resign for Good Reason, you will be entitled to one times the sum of the receive monthly payments based on your Base Salary of $415,000 for a period of 12 months from the date of termination (the “Severance Period”). • If, within 6 months prior to or 12 months following a Change in effect immediately before Control, the Termination Date plus the Annual Bonus received by Employee Company terminates your employment for the fiscal year preceding the Termination Date (any reason other than Cause or if Employee was employed you resign for less than one full fiscal year prior Good Reason, you will be entitled to receive monthly payments based on your Base Salary of $415,000 for a period of 12 months from the Termination Datedate of termination (the Severance Period). In addition, the Annual Bonus for purposes of this Section 7 shall be Company will accelerate your right to exercise shares under any stock options granted to you by the Annual Bonus payable during the current fiscal year at the target amount provided above) Company. • If you die or become totally disabled (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under as defined by the Company’s group heath long term disability insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”coverage), or similar state law, the Company shall reimburse Employee on a monthly basis for will accelerate your right or the difference between the amount Employee pays right of your Personal Representative to effect and continue such coverage exercise shares under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due any stock options granted to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made you by the last day of the month following the month in which the applicable premiums were paid by EmployeeCompany. For the avoidance of doubt, Employee shall not You will be entitled to the severance and acceleration of options described above so long as the ending of your employment constitutes a separation from service as defined in Section 409A of the Internal Revenue Code. During the Severance Period (but not for a period longer than your entitlement to COBRA continuation coverage), the Company will continue to contribute to your medical insurance coverage, which, subject to your eligibility, will be extended to you under the law known as COBRA at the same rate as if you continued to be employed by the Company. Notwithstanding the foregoing, your receipt of the Separation Benefits if described in this Agreement is terminated paragraph will be subject, in all cases, to your execution, on or before the 21st day following its presentation to you (iwhich shall occur no more than 14 days after the Date of Termination) due to Employee’s death; (ii) by of a release of any and all claims that you may then have against the Company due in connection with your employment in a form that is satisfactory to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(bthe “Release”) and 6(fthe effectiveness and irrevocability of the Release upon its execution or the earliest day after its execution as is permitted by law. Payments of continuation of compensation owed pursuant to this paragraph will occur on the regular payroll payment dates for the Company beginning with the first regular payroll payment date that occurs on or after the date that is 45 days after your termination or resignation (with the first payment to include the full amount owed for continuation of compensation for the payroll period to which such payment date relates and any prior payroll periods for which payment was not yet made).

Separation Benefits. If this Agreement is terminated either by In the event that you execute and deliver to the Company without Cause in accordance with both the Separation Agreement and the General Release, and you do not revoke the General Release within the time period permitted by law (such period, the “Revocation Period” as defined below), the following shall apply (subject to any timing restrictions as may be applicable under Section 6(c) 409A of the Internal Revenue Code of 1986, as amended (including the Company’s non-renewal “Code”)): • Commencing on the first regular payroll date immediately following the end of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)the Revocation Period, the Company shall have no further obligation continue to Employee under this Agreement, except pay to you your annual base salary for a period of twelve (12) months thereafter (the Company shall provide the Accrued Obligations to Employee “Severance Period”) in accordance with Section 7(a) plus the following payments Company’s normal payroll processing, for a total gross amount equal to $450,000 (less applicable income and benefits (collectively, the “Separation Benefits”) to Employee: (i) employment tax withholdings). • The Company shall pay you an amount equal to one times the your target bonus for 2022, specifically $225,000, to be payable in a lump sum of the Base Salary (less applicable withholding and employment taxes) as and when such bonus would have otherwise been paid had your employment not terminated (in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date 2023 but no later than March 15, 2023). • If you (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided aboveyou and your eligible dependents) (together, the “Separation Pay”); timely and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and properly elects to continue coverage for himself and his eligible dependents health insurance continuation rights under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for will pay the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees cost of the Company pay for COBRA premiums until the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days earlier of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by i) the last day of the month following Severance Period or (ii) the month termination of your rights under COBRA; provided, for the avoidance of doubt, that such covered dependents participated in which the Company’s health plans prior to such termination, and provided, further, that if at any time the Company determines that its payment of your (or your eligible dependents’) premiums would result in a violation of law, then in lieu of providing the premiums described above, the Company will instead pay you a fully taxable monthly cash payment in an amount equal to the applicable premiums were paid by Employeefor such month, with such monthly payment being made on the last day of each month for the remainder of the Severance Period. • With respect to your Time-Based Option, that portion of such option that would have vested during the Severance Period had your employment not terminated, specifically with respect to 656,976 shares (the “Accelerated Time-Based Option Portion”), shall become immediately vested as of the Termination Date. In addition, the vested portion of the Time-Based Option (which, as of the Termination Date, is 711,727 shares), including the Accelerated Time-Based Option Portion described herein (collectively, 1,259,212 shares) shall be eligible to be exercised for a period of thirty-six (36) months after the Termination Date. For the avoidance of doubt, Employee any portion of the Time-Based Option that is unvested as of the Termination Date, after taking into account the Accelerated Time-Based Option Portion, shall be immediately forfeited as of the Termination Date, which is specifically with respect to 1,368,703 shares. • With respect to your Milestone Option, 25/36th of such option, specifically with respect to 414,759 shares (the “Accelerated Milestone Option Portion”), shall become immediately vested as of the Termination Date. In addition, the vested portion of the Milestone Option, including the Accelerated Milestone Option Portion described herein (collectively, 414,759 shares) shall be eligible to be exercised for a period of thirty-six (36) months after the Termination Date. For the avoidance of doubt, any portion of the Milestone Option that is unvested as of the Termination Date, after taking into account the Accelerated Time-Based Option Portion, shall be immediately forfeited as of the Termination Date, which is specifically with respect to 182,494 shares. • With respect to your stock options granted to you on March 11, 2022 (the “2022 Option”), that portion of such option that would have vested during the Severance Period had your employment not terminated, specifically with respect to 137,900 shares (the “Accelerated 2022 Option Portion”), shall become immediately vested as of the Termination Date. In addition, the vested portion of the 2022 Option (which, as of the Termination Date, is 22,983 shares), including the Accelerated 2022 Option Portion described herein (collectively, 160,883 shares) shall be eligible to be exercised for a period of thirty-six (36) months after the Termination Date. For the avoidance of doubt, any portion of the 2022 Option that is unvested as of the Termination Date, after taking into account the Accelerated 2022 Option Portion, shall be immediately forfeited as of the Termination Date, which is specifically with respect to 252,817 shares. • With respect to your performance-based restricted stock units granted to you on March 11, 2022 (the “2022 PSUs”), all of the performance RSUs thereunder shall immediately be forfeited back to the Company effective as of the Terminate Date. In connection with this forfeiture, the Company will pay you a one-time cash payment of $130,347 (the “Special Bonus”), which represents the value you would have received if you were entitled to receive a settlement of a pro rata portion of the performance RSUs (based on the number of full months from the date of grant to the end of the Severance Period, or 14 months and, therefore, 160,922 shares) assuming the performance metrics were waived and assuming the current per share value is $.81. The Special Bonus will be paid to you in a lump sum, less applicable income and employment tax withholdings, within thirty (30) days of the Termination Date. For purposes of this Separation Agreement and the General Release, the benefits described above in this section shall be referred to as the “Separation Benefits”. You acknowledge and agree that as of the Termination Date, this Separation Agreement and General Release shall supersede and replace all benefits, rights and obligations in connection with your employment with the Company Group. Accordingly, you further acknowledge and agree that this Separation Agreement and the General Release sets forth all compensation and benefits to which you are entitled and shall be paid to you in full satisfaction thereof, in connection with your employment with the Company Group. You also acknowledge and agree that the Separation Benefits if to be paid under this Agreement is terminated due solely from the Company and that Insperity PEO Services, L.P. (i) due to Employee’s death; (ii) “Insperity”), the professional employer organization retained by the Company due Company, has no obligation to Employee’s Inability to Perform; (iii) by pay the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Severance benefits, even though its payment may be processed through Insperity.

Separation Benefits. If this Agreement is terminated either by Subject to the terms and conditions set forth in Section 2, if you sign the Separation Date Release attached hereto as Exhibit A on the Separation Date, and allow that release to become effective, then the Company without Cause will provide you with the severance benefits set forth in accordance with Section 6(c3.2(ii)(a)-(c) of your Executive Employment Agreement dated April 25, 2016, which consist of the following: The Company will pay you severance in the form of continuation of your base salary for six (including 6) months after the Separation Date, payable on the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)regular payroll schedule, the Company shall have no further obligation subject to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments standard deductions and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Datewithholdings; provided, however, that no payments will be made prior the Separation Pay shall be paid to Employee unless Date Release becoming effective. Provided that you timely elect continued coverage under COBRA, the Company receiveswill pay the COBRA premiums to continue your coverage (including coverage for eligible dependents, on or within 55 days after if applicable) through the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled earliest to the Separation Benefits if this Agreement is terminated occur of: (i) due to Employee’s deathsix (6) months following the Separation Date; (ii) by the Company due to Employee’s Inability to Performdate you become eligible for group health insurance coverage through a new employer; or (iii) by the date you cease to be eligible for COBRA continuation coverage for any reason, including plan termination. If you become covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during this period of time, you must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay your COBRA premiums without a substantial risk of violating applicable law, the Company instead shall pay you, on the first day of each calendar month remaining in the payment period, a fully taxable cash payment equal to the applicable COBRA premiums for Cause; that month, subject to applicable tax withholdings, which you may, but are not obligated to, use toward the cost of your COBRA premiums. The vesting of your options will be accelerated such that the shares subject to your options that would have vested in the six (iv6) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) month period following the Separation Date shall be deemed immediately vested and 6(f)exercisable as of the Separation Date.

Separation Benefits. If this Agreement is terminated either by As consideration for the Company without Cause in accordance Employee’s execution of and compliance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except including the Company Employee’s waiver and release of claims as set forth in Exhibit A hereto, the Employer agrees that, on the Effective Date, Employer shall provide pay to Employee in a lump sum payment: (1) any of Employee’s accrued but previously unpaid annual base salary through the Accrued Obligations to Separation Date, less all applicable tax and payroll withholdings; (2) an additional payment of $204,000 (Two Hundred and Four Thousand Dollars), less all applicable tax and payroll withholdings; (3) a payment of $22,000 for COBRA/medical insurance coverage; (4) reimbursement of any reasonable business expenses incurred by Employee in accordance with Section 7(athe Employer’s applicable business expense policy but not yet paid prior to the Separation Date, provided, that Employee submits proper receipts for such expenses within five (5) plus days after the following Separation Date, other than such expenses incurred as of the date hereof, which must be submitted prior to the date hereof; and (5) unused and accrued vacation time. If within six months of the Separation Date Employee has not secured a new full-time position with another company, Employer shall extend to Employee an additional lump sum payment of $102,000 (One Hundred and Two Thousand Dollars) less all applicable tax and payroll withholdings. If within nine months of the Separation Date Employee has still not secured any such full-time position, Employer shall extend to Employee an additional lump sum payment of $102,000 (One Hundred and Two Thousand Dollars) less all applicable tax and payroll withholdings. The Employee understands, acknowledges and agrees that the separation payments and benefits exceed what Employee is otherwise entitled to receive from the Employer upon separation from employment from the Employer, and that these payments are in exchange for executing this Agreement. The Employee further acknowledges that she has no entitlement to any additional payment or consideration not specifically referenced herein. Nothing in this Agreement shall be deemed or construed as an express or implied policy or practice of the Employer to provide these or other benefits to any individuals other than the Employee. Employee shall be entitled, if otherwise eligible, to exercise the right to continued coverage under the Employer’s medical benefit plan (collectively, the “Separation BenefitsPlan”) to Employee: (i) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received as provided by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 19851986, as amended 26 U.S.C. § 490B et seq. (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).

Separation Benefits. If (i) the Company terminates Executive’s employment under this Agreement without Cause pursuant to Section 8(b) of this Agreement, (ii) the Executive resigns his employment under this Agreement for Good Reason pursuant to Section 8(c) of this Agreement, or (iii) the Executive’s employment under this Agreement is terminated either by reason of Executive’s death or permanent incapacity under Sections 8(d) or (e), respectively, and contingent upon Executive (or the estate or representative of Executive in the event of death) first signing a separation agreement and general release of all claims against the Company, its affiliates and representatives, in a form prepared by the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employeeshall: (ix) an amount pay a cash lump sum payment equal to one two times the sum of the Executive’s Base Salary then in effect immediately before at the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date date of termination or resignation; (or if Employee was employed for less than one full fiscal year prior y) pay to Executive a cash lump sum payment equal to the Termination Date, bonus under the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year bonus plan in effect at the target amount provided above) (togethertime of Executive’s termination, pro-rated based on Executive’s actual performance through the “Separation Pay”)month of Executive’s termination or resignation; and (iiz) during if Executive elects continued group health insurance coverage through the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan Company pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), pay the full amount of the premium for Executive’s COBRA coverage for a period of eighteen (18) months from the COBRA coverage election date (the “COBRA Coverage Period”), unless or until the Board determines, in its discretion, that providing or paying for such benefits results in a violation of 409A of the Internal Revenue Code of 1986, as amended (“409A”) or an impermissible discrimination under federal or state tax laws, including but not limited to the Employee Retirement Income Security Act, Public Health Services Act, or any other similar law, or would otherwise result in a penalty or adverse tax consequences to the Company; provided that in the event that the Board determines that providing or paying for such benefits results in a violation of 409A or an impermissible discrimination under federal or state tax laws, including but not limited to the Employee Retirement Income Security Act, Public Health Services Act, or any other similar law, or would otherwise result in a penalty or adverse tax consequences to the Company, the Company shall reimburse Employee on pay a monthly basis cash lump sum payment equal to the premium for Executive’s COBRA coverage for the difference between the amount Employee pays to effect and continue such coverage under remainder of Executive’s COBRA and the employee contribution amount that active employees Coverage Period. The form of the separation agreement and general release will be substantially similar to the form attached as Exhibit D, although the Company pay for reserves the right to seek revisions to such form to the extent necessary under then applicable law to effectuate the intent of a full general release to the greatest extent permitted by law as set forth in the attached form. The Company will make all payments due under this Section 8(g) within five (5) days after the last to occur of (A) the Executive’s execution of the separation agreement and general release, and (B) the statutory revocation period set forth in Section 11 of the separation agreement and general release attached as Exhibit D has expired, as the same may be modified as contemplated by this Section 8(g). If such separation agreement and general release is not executed by Executive and received by the Company within sixty (60) days following the effective date of termination, or similar coverageif the Executive revokes all or any part of such separation agreement and general release, Executive shall forfeit all right to any separation benefits under this Section 8(g). Except as otherwise provided by this section, Executive shall have no right to receive compensation or other benefits after the effective date of the termination or resignation; provided, however, that Employee shall notify the Company nothing in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due intended to Employee’s death; (ii) by affect any rights that Executive may have as a shareholder of the Company due or to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)which Executive may be entitled under any employee benefit plan.

Separation Benefits. If (a) Upon the Separation Date, Executive shall receive any accrued but unpaid benefits for any period prior to the Separation Date. In addition, provided that Executive agrees to and accepts the terms of this Agreement is terminated either Agreement, and does not timely revoke his acceptance, Executive shall be entitled to receive: (i) consulting fees in the amount of $393,654.60 (the “Consulting Fees”) to be paid in equal monthly installments over the one-year period following the Separation Date on the first business day of each month during such period (subject to early termination upon the Executive’s employment with a new employer); and (ii) if Executive elects to continue his health, dental and/or vision insurance coverage under COBRA (regardless of whether Executive enrolls in Medicare), Executive shall be eligible to receive cash payments equal to the difference between his COBRA continuation coverage premiums and the amount of premiums paid by similarly situated active employees of the Company without Cause in accordance with Section 6(c) (including under the Company’s nonhealth, dental and/or vision insurance plans, for a period of one year following the Separation Date, to be paid in equal monthly installments over the one-renewal year period following the Separation Date on the first business day of this Agreementeach month during such period (subject to early termination upon the Executive’s employment with a new employer) or by Employee resigning his employment for Good Reason in accordance (together with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectivelyConsulting Fees, the “Separation Benefits”) to Employee: (i) an amount equal to one times ). In addition, during the sum of one-year period following the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Separation Date, the Annual Bonus for purposes of this Section 7 Executive shall be entitled to (x) utilization of an executive-level outplacement service with a vendor selected by the Annual Bonus payable during the current fiscal year Company, at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant expense, up to the Consolidated Omnibus Budget Reconciliation Act a maximum of 1985$10,000, as amended and (“COBRA”)y) subject to strict compliance with Sections 7, or similar state law8, the 9, 10 and 11 below, continued use of his Company shall reimburse Employee on a monthly basis laptop, iPad and cell phone for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwisepersonal use. The Separation Pay Benefits will be adjusted so that the amount Executive receives after payment of any self-employment taxes is equal to the amount the Executive would receive if he were paid in the capacity of an employee and responsible for the employee, but not the employer, share of any payroll taxes. The foregoing shall be paid to Employee Executive’s heirs, in a lump sum within 60 days the case of his death prior to the end of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month one-year period following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Date.

Separation Benefits. If Subject to this Agreement is terminated either by Release, and any delay as provided for in Section 12(h)(iii) of the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal of this Retention Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation (i) to Employee under this the extent not previously paid, pay Executive a one-time lump sum amount equal to $1,450,000 (the “2018 Bonus Amount”) on or prior to Xxxxx 00, 0000, (xx) pay the Executive $6,672,372, plus interest at the publicly stated PlainsCapital Bank one year fixed certificate of deposit rate for the period from January 1, 2019 to, but not including, the date of payment to Executive by the Company, which constitutes payment in full of the Prior Agreement Payment (as defined in the Retention Agreement) pursuant to Section 4(f) of the Retention Agreement, except (iii) commencing on the Company shall provide first regularly scheduled payroll date after the Accrued Obligations to Employee sixtieth (60th) day following the Separation Date (“Severance Payment Commencement Date”), pay Executive an aggregate of $5,770,000 in equal installments over two years from the Severance Payment Commencement Date in accordance with Section 7(a) plus the following payments and benefits then current payroll practices of the Company (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation PaySeverance Amount”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under , which shall constitute payment of the Company’s group heath insurance plan pursuant to obligations set forth in Section 6(a)(i)(B) of the Consolidated Omnibus Budget Reconciliation Act Retention Agreement, (iv) pay Executive a one-time COBRA assistance payment of 1985, as amended $23,000 (the “COBRACOBRA Payment”), or similar state law, (v) continue to pay the Company premiums of that certain Split-Dollar Life Insurance Policy for which Executive is a named beneficiary and Executive shall reimburse Employee on a monthly basis for the difference between the amount Employee pays continue to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee benefits thereof in accordance with Sections 4(bthe policy terms thereof (the “Insurance Benefit”), and (vi) treat Executive’s termination of employment as a termination without “cause” as of the Separation Date for purposes of the restricted stock units granted to Executive prior to February 15, 2019, and 6(fhe shall have the rights applicable upon such a termination as set forth the restricted stock unit award agreements governing such restricted stock units (the 2018 Bonus Amount, the Prior Agreement Payment, the Severance Amount, the COBRA Payment and Insurance Benefit are collectively referred to herein as the “Separation Payment”). Subject to restrictions imposed by federal or state securities laws, including, without limitation Rule 144 promulgated pursuant to the Securities Act of 1933, as amended, in further consideration of Executive’s execution and non-revocation of this Release, the Company also agrees to waive the transfer restrictions applicable to the shares of Company common stock previously received by Executive pursuant to the vesting of restricted stock units or received after the date hereof in accordance with the restricted stock unit award agreements governing the grant of such restricted stock units.

Separation Benefits. (a) If this Agreement Executive is involuntarily terminated either by the Company without Cause in accordance with Section 6(c) (including or the Company’s non-renewal of this Agreement) or by Employee resigning his Executive terminates employment for Good Reason (as defined in accordance with Section 6(d)Exhibit “A”) on or before December 31, 2004, Executive, shall be entitled to receive within fourteen (14) days of his termination, in lieu of any other separation and/or severance payments or benefits, the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employeefollowing: (i) an amount a lump sum payment equal to one Executive’s accrued, but unpaid base salary through the date of termination, less all applicable deductions; (ii) a lump sum payment equivalent to two (2) times Executive’s final annual base salary, less all applicable deductions; (iii) a lump sum payment equivalent to two (2) times Executive’s annual performance bonus target as approved by the sum Compensation and Benefits Committee for the year in which he is terminated, less all applicable deductions; (iv) all deferred and restricted stock units and/or stock options awarded to Executive that remain outstanding on the date of termination shall immediately vest (excluding any unvested option shares awarded to Executive as a component of his annual bonus, which shall be forfeited as of the Base Salary in effect date of termination), shall immediately before be freed of any restrictions regarding their sale or transfer (other than any such restrictions arising by operation of law or pursuant to the Termination Date plus terms of the Annual Bonus received by Employee EDS Executive Deferral Plan), and with regard to all stock options, they shall be exercisable for a period of one (1) year from the date of termination (if Executive becomes eligible for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year benefits described in this Paragraph 7(a) prior to the Termination DateJuly 15, the Annual Bonus for purposes of this Section 7 2003, all stock options shall be exercisable for either one (1) year from the Annual Bonus payable during date of termination or for the current fiscal year at the target amount time period provided above) (togetherfor in Executive’s applicable Nonqualified Stock Option Agreement, the “Separation Pay”whichever is longer); and (iiv) during the six-month a waiver of premiums for a period commencing on the Termination Date that Employee is eligible not to elect and exceed eighteen (18) months if Executive elects to continue health care coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, EDS Health Benefit Plan as amended (“provided under COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).

Separation Benefits. If this Agreement is terminated either by In the event that you execute and deliver to the Company without Cause in accordance with both the Separation Agreement and the General Release, and you do not revoke the General Release within the time period permitted by law (such period, the “Revocation Period” as defined below), the following shall apply (subject to any timing restrictions as may be applicable under Section 6(c) 409A of the Internal Revenue Code of 1986, as amended (including the Company’s non-renewal “Code”)): • Commencing on the first regular payroll date immediately following the end of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)the Revocation Period, the Company shall have no further obligation pay to Employee under you a one-time lump sum payment equal to thirteen (13) months of your annual base salary, a total gross amount equal to $411,666.67 (less applicable income and employment tax withholdings) (the “Cash Severance Payment”). • The exercise period for the vested portion of the share option granted to you on January 4, 2021 (the “Stock Option”) pursuant to the terms of the 2018 Equity Incentive Plan of Parent (the “Plan”) shall be extended through the end of the two (2)-year period commencing on the Termination Date. For purposes of this AgreementSeparation Agreement and the General Release, except the Company benefits described above in this section shall provide the Accrued Obligations be referred to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, as the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee . Except for the fiscal year preceding Accrued Obligations, the Termination Date payments from the Company to you pursuant to the terms of this Separation Agreement (including the Separation Benefits) are not provided as a raise, bonus, or if Employee was employed for less than one full fiscal year prior to condition of your employment with the Company. You acknowledge and agree that as of the Termination Date, the Annual Bonus for purposes of this Section 7 Separation Agreement and General Release shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (togethersupersede and replace all benefits, the “Separation Pay”); rights and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, obligations in connection with your employment with the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect Group. Accordingly, you further acknowledge and continue such coverage under COBRA agree that this Separation Agreement and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise General Release sets forth all compensation and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due benefits to subsequent employment or otherwise. The Separation Pay which you are entitled and shall be paid to Employee you in a lump sum within 60 days of the Termination Date; providedfull satisfaction thereof, however, that no Separation Pay shall be paid to Employee unless in connection with your employment with the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Group.

Separation Benefits. If this Agreement is terminated either by In the event that YOU execute and deliver to the Company without Cause in accordance with both the Separation Agreement and the General Release, and YOU do not revoke the General Release within the Revocation Period (as defined below), the following shall apply (subject to any timing restrictions as may be applicable under Section 6(c) 409A of the Internal Revenue Code of 1986, as amended (including the Company’s non-renewal “Code”)): • Commencing on the first regular payroll date immediately following the end of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)the Revocation Period, the Company shall have no further obligation continue to Employee under this Agreement, except pay to YOU YOUR annual base salary for a period of six (6) months thereafter (the Company shall provide the Accrued Obligations to Employee “Severance Period”) in accordance with Section 7(a) plus the following payments and benefits (collectivelyCompany’s normal payroll processing, the “Separation Benefits”) to Employee: (i) an for a total gross amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date $207,500 (less applicable income and employment tax withholdings). • If YOU (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided aboveYOU and YOUR eligible dependents) (together, the “Separation Pay”); timely and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and properly elects to continue coverage for himself and his eligible dependents health insurance continuation rights under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for will pay the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees entire cost of the Company pay for COBRA premiums until the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days earlier of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by i) the last day of the month following Severance Period or (ii) the month in which the applicable premiums were paid by Employee. For termination of YOUR rights under COBRA; provided, for the avoidance of doubt, Employee that such covered dependents participated in the Company’s health plans prior to such separation, and provided, further, that if at any time the Company determines that its payment of YOUR (or YOUR eligible dependents’) premiums would result in a violation of law, then in lieu of providing the premiums described above, the Company will instead pay YOU a fully taxable monthly cash payment in an amount equal to the applicable premiums for such month, with such monthly payment being made on the last day of each month for the remainder of the Severance Period. For purposes of this Separation Agreement and the General Release, the benefits described above in this section shall be referred to as the “Separation Benefits”. Except for the Accrued Obligations, the payments from the Company to YOU pursuant to the terms of this Separation Agreement (including the Separation Benefits) are not provided as a raise, bonus, or condition of YOUR employment with the Company. YOU acknowledge and agree that as of the Separation Date, this Separation Agreement and General Release shall supersede and replace all benefits, rights and obligations in connection with YOUR employment with the Company Group, including under the Employment Agreement (except for those terms in the Employment Agreement that are explicitly restated herein). Accordingly, YOU further acknowledge and agree that this Separation Agreement and the General Release sets forth all compensation and benefits to which YOU are entitled and shall be entitled paid to YOU in full satisfaction thereof, in connection with your employment with the Company Group. YOU also acknowledge and agree that the Separation Benefits if to be paid under this Agreement is terminated due solely from the Company and that Insperity PEO Services, L.P. (i) due to Employee’s death; (ii) “Insperity”), the professional employer organization retained by the Company due Company, has no obligation to Employee’s Inability to Perform; (iii) by pay the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Severance benefits, even though its payment may be processed through Insperity.

Separation Benefits. (a) If this Agreement a Participant's employment is terminated either by the Company without Cause in accordance with circumstances entitling him to a separation benefit as provided in Section 6(c) (including the Company’s non-renewal of this Agreement4.2(a) or by Employee resigning his employment for Good Reason in accordance with Section 6(d(aa), the Company Participant's Employer shall have no further obligation pay such Participant, within 20 days of the Date of Termination, a cash lump sum as set forth in Section 4.3(b) (unless a deferral has been elected under the next sentence) and the continued benefits set forth as Section 4.3(c). The Participant may file a written irrevocable deferral election form with the Employer either prior to Employee the expiration of thirty days from the date he or she has become a Participant in this Plan and prior to termination of employment, or in the event of a Covered Termination Associated with a Change in Control, prior to the first date on which a Change in Control of the Corporation occurs, electing to defer all or part of such compensation and irrevocably specifying a method of payment for such compensation from among the methods allowable under this Agreement, the Corporation's Executive Deferred Compensation Plan (the "EDCP"). Any deferred amounts shall be credited with earnings in the same manner as the Interest Rate Fund provided for in the EDCP or any other investment alternative that may later become allowable under the EDCP and the EDCP provisions shall apply to deferrals made hereunder except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: that (i) an amount equal the provisions for a mandatory lump sum payment upon a "Change in Control" as defined in the EDCP shall not apply to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); deferrals made hereunder and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents entire amount deferred under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay this Plan shall be paid to Employee in a lump sum within 60 by the Corporation no later than 20 days from the Date of Termination to such grantor or "rabbi" trust as the Corporation shall have established as a vehicle to hold such amount pending payment, but with such trust designed so that the Executive's rights to payment of such benefits are no greater than those of an unsecured creditor. For purposes of determining the benefits set forth in Sections 4.3(b) and 4.3(c), if the termination of the Termination Date; providedParticipant's employment is based upon a reduction of the Participant's Annual Salary or benefits as described in Section 4.2(a)(ii) or 4.2(a)(iii) or as described in those same sections as modified in Section 3(c) of the Appendix, however, that no Separation Pay such reduction shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)ignored.

Separation Benefits. If In consideration for acceptance of the terms contained in this Agreement is terminated either by and the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal Waiver and Release of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)Claims attached as Exhibit A, the Company shall (i) pay to Mx. Xxxxxxxxxx an amount equal to his base salary as of the Separation Date (the “Termination Payment”); (ii) pay to Mx. Xxxxxxxxxx all accrued but unpaid amounts payable to him under any employee benefit plan, including four (4) weeks of weekly base salary in settlement of accrued vacation benefits, and reimbursements for any unreimbursed expenses incurred in accordance with the Companies’ policies prior to the Separation Date (the “Accrued Payment”); and (iii) continue to provide Mx. Xxxxxxxxxx with medical benefits on the same terms that would have no further obligation otherwise applied to Employee under this Agreementhim had he remained an active employee until the earlier of (a) December 31, except 2008 or (b) the date Mx. Xxxxxxxxxx becomes eligible for medical benefits from a subsequent employer (the “Continued Medical Benefits”). In addition, the Company shall provide pay Mx. Xxxxxxxxxx an incentive bonus for the fiscal year 2007, based on the Companies’ actual performance through the end of such fiscal year (pro rata if the Separation Date occurs before December 31, 2007) (the “Incentive Payment,” collectively with the Termination Payment, Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments Payment and benefits (collectivelyContinued Medical Benefits, the “Separation Benefits”) ). The Company’s obligation to Employeepay Mx. Xxxxxxxxxx the Termination Payment and Incentive Payment, to provide him Continued Medical Benefits and to provide the benefits set forth in Section 3 below shall, in each case, be conditioned upon: (i) an amount equal to one times Mx. Xxxxxxxxxx’x continued compliance with his obligations under the sum Noncompetition Agreement, (ii) Mx. Xxxxxxxxxx’x execution, delivery and non-revocation of the Base Salary Waiver and Release of Claims and (iii) Mx. Xxxxxxxxxx’x continued compliance with his obligations under this Agreement. The Separation Benefits shall be subject to any and all applicable withholding taxes or other amounts required by law to be withheld. The Termination Payment shall be paid in effect installments on the Companies’ regular payroll dates occurring during the twelve (12) month period immediately before following the Termination Date plus effectiveness of the Annual Bonus received by Employee for Waiver and Release of Claims. The Incentive Payment shall be paid in 2008 at the time Companies ordinarily pay incentive bonuses to its executives with respect to the fiscal year preceding in which the Termination Separation Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 occurs. The Accrued Payment shall be paid within thirty (30) days following the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwiseDate. The Separation Pay Benefits shall continue to be paid to Employee in a lump sum within 60 days of and provided until the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits dates provided herein if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Cxxxxxxxxx dies prior thereto.

Separation Benefits. If this Agreement (a) The parties hereto agree that Executive shall resign his employment with the Company on the Resignation Date for Good Reason, if he is terminated either then employed by the Company without Cause in accordance with Section 6(c) (including Company, and shall receive the benefits to which he is entitled to receive upon such resignation under the terms of the Company’s non-renewal severance pay arrangements in which Executive is a party or in which he participates, including, but not limited to the Transatlantic Holdings, Inc. Executive Severance Plan (the “Severance Plan”) and the severance provisions of any outstanding equity award agreements, all as modified by this Agreement) or by Employee resigning his employment . For avoidance of doubt, upon the Resignation Date, Executive shall be deemed to have resigned for Good Reason in accordance under the Severance Plan and Executive shall be entitled to the benefits payable under the Severance Plan upon a termination with Section 6(d)Good Reason, including, but not limited to, the Company shall have no further obligation following benefits under the Severance Plan (subject to Employee under the terms and conditions set forth in the Severance Plan, as modified by this Agreement, except including the restrictive covenants and provisions regarding duplication of benefits described therein and releases provided by the RRCA) and the RRCA shall supersede any other such agreement, or agreements, between the Company shall provide and Executive with respect to the Accrued Obligations to Employee in accordance with Section 7(a) plus subject matter addressed by the following payments and benefits (collectively, the “Separation Benefits”) to EmployeeRRCA: (i) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”)accrued wages and expense reimbursements; and (ii) severance pay installments in the aggregate amount of $6,131,250, taking into consideration Executive’s 30-month Severance Period (as defined in the Severance Plan); (iii) additional vesting during the six-month period commencing on the Termination Date that Employee is eligible to elect Severance Period and elects to continue coverage for himself and his eligible dependents other enhanced terms under the Company’s group heath equity compensation plans and programs, including the Partners Plan and Senior Partners Plan; (iv) continued health coverage and participation in the Company’s retiree health benefits; (v) additional non-qualified pension credits; and (vi) continued life insurance plan pursuant to and participation in the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company Company’s retiree life benefits. Executive shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not also be entitled to the Separation Benefits if this Agreement is terminated (i) due benefits set forth in Section 2(c), subject to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance compliance with his obligations under Sections 4(b2(c) and 6(f2(d). The parties further agree that the provisions of this Section 3(a) shall apply upon the closing of any transaction that constitutes a “Change in Control” as defined in the Company’s 2009 Long-Term Equity Incentive Plan that occurs on or before the Resignation Date (“Change in Control”) and that for purposes of any such transaction, the closing date of such transaction shall be treated as Executive’s Resignation Date.

Separation Benefits. If this Agreement is terminated either by As a consequence of the Company without Cause cessation of the Executive’s employment as contemplated herein and in accordance with Section 6(c) (including full discharge of the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)obligations due to the Executive thereunder, the Company shall have no further obligation pay to Employee under the Executive or his heirs or estate, if applicable, subject to the Executive executing this Agreement, except executing the Company shall provide Release Agreement on or before the Accrued Obligations to Employee Retirement Date and such Release Agreement becoming effective and irrevocable, the following amounts (the “Severance Amounts”): (i) the Executive’s Base Salary for fifteen (15) months following the Retirement Date, payable in accordance with Section 7(a) plus the following payments and benefits Company’s normal payroll practices; (collectively, the “Separation Benefits”) to Employee: (iii) an amount equal to one times the sum product of (A) the Base Salary Bonus Amount (as defined in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date Severance Agreement) and (or if Employee was employed for less than one full fiscal year prior to the Termination DateB) a fraction, the Annual Bonus for purposes numerator of this Section 7 shall be which is the Annual Bonus payable during number of days in the current fiscal year at through the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Retirement Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below), and the denominator of which is 365, payable in lump sum; and (iii) a cash payment in lieu of welfare benefit continuation to the Executive and his family for twelve (12) months following the Retirement Date, payable in lump sum. Any COBRA reimbursements due In addition to the foregoing, the Company shall take all necessary action to provide that all of the Executive’s accounts under the Company’s Amended and Restated Deferred Compensation Program shall be fully vested as of the Retirement Date. Payments relating to the preceding subsections (i) through (iii) shall commence (or be paid in full, with respect to lump sum payments) on the first regular payroll period that follows the Retirement Date. The payments under this Section 2 are subject to applicable withholding and taxes. Additionally, so long as the Executive continues to provide services to the Company until the Retirement Date as contemplated by this Agreement, his outstanding equity awards shall continue to vest and be made by exercisable following his cessation of employment on the last day Retirement Date, as if he were “retirement eligible” (as defined under the terms of the month following the month in which the applicable premiums were paid by Employeeequity award agreements), except that his outstanding and unvested Performance Share Units (“PSUs”) shall vest based on actual performance, without proration. For the avoidance of doubt, Employee vested stock options shall not be entitled to exercisable until ninety (90) days after the Separation Benefits if this Agreement last scheduled vesting date of all of Executive’s outstanding options, or the Expiration Date of the applicable option (as defined in the applicable option grant agreement), whichever is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)earlier.

Separation Benefits. If Contingent upon this Agreement is terminated either by the Company without Cause becoming effective in accordance with the terms of Section 6(c4(f) below, Executive shall be permitted to retain (including a) the Company’s nonsign-renewal on bonus he received in the amount of $500,000 and (b) the option award granted to Executive on September 7, 2018 for the purchase of 158,754 shares of Company common stock at an exercise price of $29.40 per share (the “Sign-On Stock Option”) and the restricted stock unit award granted to Executive on September 7, 2018 for 42,517 units (the “Sign-On RSUs”). In furtherance of the foregoing, (i) the Sign-On RSUs will vest in full and be settled in shares of Company common stock within two business days of the Effective Date, and (ii) the Sign-On Stock Option shall vest in full and first become exercisable on the Effective Date. Executive acknowledges and agrees that, other than the Sign-On Stock Option and Sign-On RSUs, he is not entitled to any additional Company equity awards and that, except as referenced in this Agreement) or by Employee resigning his employment for Good Reason Section 2, all equity awards issued to Executive expired on the Separation Date and the Sign-On Stock Option and Sign-On RSUs remain subject to the applicable equity award plan, notices of grant and award agreements. Contingent upon this Agreement becoming effective in accordance with the terms of Section 6(d)4(f) below, the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) also pay Executive an amount equal to one times the sum premiums Executive would be required to pay under COBRA (without regard to whether Executive is eligible for or elects continuation of the Base Salary healthcare benefits under COBRA) to continue Executive’s and Executive’s covered dependents’ medical, dental and vision coverage in effect immediately before on the Termination Date plus Separation Date. The Company shall calculate the Annual Bonus received amount of such payment by Employee multiplying the premium amount for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes first month of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such continuation coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise by 24 and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee pay such amount in a single lump sum within 60 thirty (30) days from the date Executive signs this Agreement. Except as otherwise set forth herein, Executive further acknowledges and agrees that the payments and benefits outlined in Sections 1 and 2 of this Agreement are the only payments and benefits to which Executive is entitled and are in lieu of, without limitation, any severance or termination benefits under any severance plan or program of the Termination Date; providedCompany, however, that no Separation Pay shall be paid to Employee unless including the Company receives, on or within 55 days after Offer Letter and the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Restrictive Covenants Agreement.

Separation Benefits. If this Agreement is terminated either by the The Company without Cause in accordance will pay or provide you with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and separation benefits (collectively, the “Separation Benefits”) to Employee: ): (i) an amount aggregate cash separation benefit equal to one and a half times the sum of the Base Salary in effect immediately before the Termination Date ($749,999.9) your current base salary plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date your target annual cash incentive award (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during at the current fiscal year at the target amount provided above) (togetherof 75% of your current base salary), the “Separation Pay”); and (ii) during a cash amount equal to $35,959 intended to reimburse you for 18 times the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue current monthly premium cost for COBRA continuation coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and plans (based on your coverage elections as in effect on the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwiseSeparation Date) as well as potential outplacement services. The Separation Pay shall Benefits described in clauses (i) - (ii) above will be paid to Employee by the Company in a lump sum within 60 with the Company’s first regular payroll that is at least eight days of the Termination Date; provided, however, that no Separation Pay shall be paid after you deliver to Employee unless the Company receivesthe signed Reaffirmation Clause, on and the Separation Benefits described in clause (ii) above will be provided by the Company in the form of a direct payment to the tax preparer upon receipt of an invoice for services. In addition, without regard to whether you sign this Separation Agreement or within 55 days after the Termination General Release, you will remain entitled to receive or retain, as applicable, (i) any earned but unpaid base salary and accrued vacation through the Separation Date, an executed payable in accordance with the Company’s payroll practices and fully effective copy applicable law, (ii) any vested account balance under the Company’s 401(k) plan, payable in accordance with the terms of that plan, (iii) your accrued but unused paid time off in accordance with the Release Company’s paid time off policies, and (as defined belowiv) any unreimbursed business expenses incurred by you through the Separation Date in accordance with the Company’s business expense reimbursement policies (the “Accrued Amounts”). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall the amounts set forth in this Separation Agreement and the Consulting Agreement, if any, are the sole and exclusive amounts payable to you in connection with your termination of employment with the Company, and you are not be entitled to receive any additional separation benefits under any plan, program, agreement, or arrangement, including without limitation, the Confidentiality Agreement or any executive severance policy as currently in effect or in effect as of your Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Date.

Separation Benefits. If this Agreement is terminated either by the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one (1) times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b2(b) and 6(f).

Separation Benefits. If In connection with a restructuring and relocation plan, the Dallas office will be closing and substantially all of the employees terminated. Your position is scheduled for termination on August 30, 2009, and you will involuntarily separated from service on that date. The Company will, in consideration of your signing and agreeing to waive and release claims as set out in this document, provide you with the following Separation Benefits. You would not otherwise be entitled to these Separation Benefits under any employment contract, company policy or any law. The Separation Benefits consist of: · A lump sum cash payment of $40,000; · 125,000 shares of Toreador Common Stock; · Immediate Vesting of 14,899 shares of outstanding stock grants; · COBRA Continuation for 18 months (as explained below); · The cash value of any accrued, unused paid time off. In order to be paid the Separation Benefits, you must sign this Agreement is terminated either by and return it as instructed below. The lump sum cash payment and accrued, unused paid time off will be paid, less legally required deductions and withholdings, after the Company without Cause in receives the executed Agreement. The stock grants will be processed through American Stock Transfer, and the certificates will be forwarded to you at your home address. In the event of your death prior to receiving the Separation Benefits, your estate will receive the Separation Benefits on your behalf. COBRA Continuation - In accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state lawif you are a current participant in the Company’s group health plan and you timely elect COBRA continuation coverage for yourself and your dependents (provided they were covered under the Company’s group health plan immediately prior to your termination of employment), the Company shall reimburse Employee on a monthly basis will pay 100% of the premiums for the difference between the amount Employee pays to effect and continue such coverage under COBRA for a period of eighteen (18) months. Thereafter, if you are eligible and wish to continue your continuation coverage, and the employee contribution amount that active employees of the Company pay for the same or similar coverage; providedmaximum applicable COBRA coverage period has not expired, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance you may continue your coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay but you shall be paid to Employee in a lump sum within 60 days solely responsible for payment of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any any required COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)premium.

Separation Benefits. If In exchange for Employee’s waiver and release of claims set forth in Section 3 and other promises set forth in this Agreement, and provided that Employee (a) signs, dates, and returns this Agreement is terminated either by within the Company without Cause time period described in accordance with Section 6(c4, and (a) (including does not revoke or rescind this Agreement within the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason time periods described in accordance with Section 6(d)4, the Company shall have no further obligation agrees to provide Employee with the following “Separation Benefits”: (a) a gross, lump sum payment in the amount of $127,500, less all relevant taxes and other withholdings; (b) a prorated portion of Employee’s target annual incentive bonus for the fiscal year 2022, based upon the number of days during such fiscal year that Employee was employed under this Agreement, except in the Company shall provide the Accrued Obligations amount of $39,328.77, less all relevant taxes and other withholdings, and (c) reimbursement of up to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum $15,000 of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received fees incurred by Employee for the fiscal year preceding the Termination Date (or if a reputable third-party outplacement organization selected by Employee was employed for less than one full fiscal year prior that is reasonably acceptable to the Termination DateCompany, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on immediately following Employee’s Separation Date or until Employee secures subsequent employment, if sooner (the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRAOutplacement Service Benefits”). Employee has selected Navigate Forward as a third-party outplacement organization, or similar state law, which the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect acknowledges is acceptable. Those Separation Benefits payable under this Section 2(a) and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay 2(b) shall be paid to Employee in a lump sum within 60 days of on the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless first regular payroll date following the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release Effective Date (as defined below). Any COBRA reimbursements due under this In addition, in the event that the Company experiences a Change in Control, as defined in Employee’s March 24, 2022 Employment Agreement (“Employment Agreement”), within ninety (90) days of Employee’s last date of employment, Employee will receive those additional payments and benefits identified in Section shall be made by the last day 5(c) of the month following the month in which the applicable premiums were paid by EmployeeEmployment Agreement. For the avoidance of doubtWithout conceding that such severance obligations are owed, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by are provided in fulfillment of any severance obligations that the Company due to Employee’s Inability to Perform; (iii) by might have under the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Employment Agreement.

Separation Benefits. If this Agreement is terminated either by the The Company without Cause in accordance will pay or provide you with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectivelyseparation benefits(collectively, the “Separation Benefits”) to Employee: ): (i) an amount aggregate cash separation benefit equal to one two times the sum of the Base Salary in effect immediately before the Termination Date (x) your current base salary plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during y) your target annual cash incentive award (at the current fiscal year at the target amount provided above) (togetherof 165% of your current base salary), the “Separation Pay”); and (ii) during a cash amount equal to $38,000, intended to reimburse you for 18 times the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue current monthly premium cost for COBRA continuation coverage for himself and his eligible dependents under the Company’s group heath health insurance plan pursuant plans (based on your coverage elections as in effect on the Separation Date) as well as potential outplacement services, (iii) a cash amount equal to $200,000 to reimburse you for potential costs incurred by you in connection with your relocation from the Consolidated Omnibus Budget Reconciliation Act Baltimore area, and (iv) direct payment on your behalf of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis costs of an accountant for personal income tax preparation services for the difference between the amount Employee pays to effect 2021 and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided2022 tax years, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwiseconsistent with past practice. The Separation Pay shall Benefits described in clauses (i)—(iii) above will be paid to Employee by the Company in a lump sum within 60 with the Company’s first regular payroll that is at least eight days of the Termination Date; provided, however, that no Separation Pay shall be paid after you deliver to Employee unless the Company receivesthe signed Reaffirmation Clause, on and the Separation Benefits described in clause (iv) above will be provided by the Company in the form of a direct payment to the tax preparer upon receipt of an invoice for services. In addition, without regard to whether you sign this Separation Agreement or within 55 days after the Termination General Release, you will remain entitled to receive or retain, as applicable, (i) any earned but unpaid base salary and accrued vacation through the Xxxxxx Xxxxx May 17, 2022 Separation Date, an executed payable in accordance with the Company’s payroll practices and fully effective copy applicable law, (ii) any vested account balance under the Company’s 401(k) plan, payable in accordance with the terms of that plan, (iii) your accrued but unused paid time off in accordance with the Release Company’s paid time off policies, and (as defined belowiv) any unreimbursed business expenses incurred by you through the Separation Date in accordance with the Company’s business expense reimbursement policies (the “Accrued Amounts”). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall the amounts set forth in this Separation Agreement and the Consulting Agreement are the sole and exclusive amounts payable to you in connection with your termination of employment with the Company, and you are not be entitled to receive any additional separation benefits under any plan, program, agreement, or arrangement, including without limitation, the Confidentiality Agreement or any executive severance policy as currently in effect or in effect as of your Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Date.

Separation Benefits. If this Agreement is terminated either by the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except (i) the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) ), plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that if Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee him on a monthly basis until the earlier of 18 months following the Termination Date or the date when he becomes eligible for group health insurance coverage, if any, through subsequent employment or otherwise; provided, however, that such reimbursement shall be limited to the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, howeversuch reimbursement shall be provided by the last day of the month following the month in which the applicable premiums were paid by the Employee, that and the Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and otherwise; plus (iii) the Company shall have no further reimbursement obligation after Employee becomes eligible ensure that the award of 500,000 RSUs and 1,300,000 Options provided for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay above shall be paid to Employee in a lump sum within 60 days fully vested and exercisable as of the Termination Date; provided, howeverplus (iv) the Company shall pay Employee an Employment Agreement Page 9 amount equal to the Base Salary and Target Bonus at “Target” performance that Employee would have received had his employment not terminated (the “Separation Pay”) during the period between the Termination Date and the Expiration Date or Renewal Date, as applicable, or for 12 month’s following the Termination Date, whichever is greater, as applicable (the “Separation Pay Period”), in equal or nearly equal installments on the Company’s regularly scheduled paydays during the Separation Pay Period, plus (v) the Company shall pay Employee a pro-rata portion of the Target Bonus that would have been payable to Employee for the year of termination if Employee’s employment had not terminated earlier, pro-rated based on the number of days in such fiscal year that Employee is employed by the Company and payable at the same time as Annual Bonus Plan awards for such fiscal year are paid to other similarly situated executive officers of the Company. Notwithstanding any other provision of this Agreement, no Separation Pay Benefits shall be paid provided to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by a non-renewal by Employee notice issued in accordance with Sections Section 4(b) and 6(f).

Separation Benefits. If In accordance with Section 5(b)(ii) of the Employment Agreement (as amended), if (before January 31, 2024): (a) Employee signs, dates and returns this Agreement is terminated either by to the Company without Cause Company, and Employee allows it become effective in accordance with its terms, and (b) Employee complies with the terms of this Agreement and Employee’s other continuing obligations owed to the Company, the Company will provide Employee with the total aggregate of: (1) payment to Employee an amount equal to one year of her annual Base Salary ($360,000.00), payable in substantially equal installments (with the possible exception of the first installment which to the extent necessary will include an additional amount covering the time period from the Termination Date through the pay period covered by such first installment) at regular payroll intervals (beginning on the first payroll period following the Effective Date (defined below); (2) accelerate the vesting of certain of Employee’s equity compensation awards as provided in Section 6(c5(b)(ii) (including of the Employment Agreement, in satisfaction of the Company’s nonobligations pursuant to Section 5(b)(ii) of the Employment Agreement; and (3) continuation benefits for one-renewal year from the Termination Date with such benefits being: group health benefits; participation in retirement plans; life, disability, accident insurance programs; an automobile allowance; cellphone/internet allowance; and accrual of this Agreementvacation time/paid time off (subclauses (1) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(athrough (3) plus the following payments and benefits (collectively, collectively hereinafter the “Separation Benefits”) to Employee: ). The Employee will be treated as an in-service employee for purposes of benefits continuation during any benefits continuation period (i) an amount equal to one times the sum which shall be a duration of the Base Salary in effect immediately before one-year following the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect same benefit terms and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, conditions in effect as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay ). The payments and benefits described in this Agreement shall be paid subject to Employee unless the Employer’s right to make customary and applicable deductions and withholdings, including, without limitation, for federal and state taxes, FICA, Medicaid and other customary payroll activities. Following the in-service period, the Company receiveswill also provide the Employee the option, on or within 55 days after for a period of thirty-six (36) months thereafter, at the Termination DateEmployee’s own expense to continue her medical, an executed dental, and fully effective copy vision benefits at the equivalent of her COBRA continuation cost, if and to the extent the continuation of such benefits is permitted under COBRA and other applicable law and the terms of the Release (as defined below)insurance policies. Any COBRA reimbursements due under Employee acknowledges that this Section shall be made by the last day of the month following the month in is consideration beyond that to which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall is otherwise entitled if Employee did not be entitled to the Separation Benefits if enter into this Agreement is terminated (i) due and allow it to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).become effective. ​ ​ ​ -1- SEPARATION AGREEMENT AND RELEASE ​

Separation Benefits. If this Agreement is terminated either by the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one (1) times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed until the Annual Bonus for less than one full fiscal year prior to the Termination Date2021 is determined, the Annual Bonus for purposes of this Section 7 shall be the target Annual Bonus payable during for fiscal 2021 as provided above, and thereafter shall be the current Annual Bonus determined for fiscal year at 2021 or the target amount provided aboveAnnual Bonus received by Employee for any future fiscal year) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b2(b) and 6(f).

Separation Benefits. If this Agreement is terminated either by In exchange for the Company without Cause general release of claims and other good and valuable consideration, and only after the expiration of the seven day revocation period described in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)13 below, the Company shall have no further obligation agrees to Employee under this Agreement, except pay and provide to Executive the following: The Company shall provide the Accrued Obligations pay Executive in a lump sum an amount equivalent to Employee in accordance with Section 7(atwelve (12) plus the following payments months of Executive’s Base Salary, and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum $266,539.55 representing earned but unpaid 2018 incentive compensation, from which all proper taxes and withholdings will be taken, payable upon execution of this Agreement and expiration of the Base seven (7) day Revocation Period described below (“Salary Benefits”). The Company will also continue to provide group hospitalization, health, dental care and life insurance benefits that are in effect immediately before as of the Termination Resignation Date plus as described in the Annual Bonus received by Employee Employment Agreement for a period of eighteen (18) months following the fiscal year preceding the Termination Resignation Date (or if Employee was employed for less than one full fiscal year prior collectively referred to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the with Salary Benefits as “Separation PayBenefits”); and (ii) during . Executive agrees that the six-month period commencing on the Termination Date that Employee is eligible Benefits are in addition to elect and elects to continue coverage for himself and his eligible dependents under any compensation Executive has earned from the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall Executive would not be entitled to the Separation Benefits if but for Executive’s execution of this Agreement is terminated Agreement. In accordance with the 2010 Long-Term Incentive Plan and Section VIII(A) of the Employment Agreement, all unvested options (i“Options”), SARs or restricted stock or restricted stock units granted to Executive under the Company’s 2005 Long-Term Incentive Plan, 2010 Long-Term Incentive Plan or other stock option program or plan (the “Plan”) due shall be deemed vested, and the Company shall cause each Option, whether such Option vested prior to Employee’s death; (ii) the Resignation Date or pursuant to this Agreement, to remain exercisable until October 6, 2018 and each SAR, whether such SAR vested prior to the Resignation Date or pursuant to this Agreement, to remain exercisable until January 15, 2019. Any restricted units that are held by the Company due to Employee’s Inability to Perform; (iii) by Executive on the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee Resignation Date shall become fully vested and settled in accordance with Sections 4(btheir terms. The outstanding Options, SARs, restricted stock and restricted stock units are detailed on the attached Exhibit B. As provided in Section VIII(E) of the Employment Agreement, Executive may require the Company to repurchase his vested Options and/or SARs for an amount equal to the difference between the fair market value of a share of the Company’s common stock on the Resignation Date and 6(f)the per share exercise price set forth in the Option or SAR times the number of shares granted under the Option or SAR. The Company and Executive agree that Executive shall have until October 6, 2018 to give the Company written notice of his intent to exercise this right.

Separation Benefits. If this Agreement is terminated either by As a consequence of the Company without Cause termination of the Executive’s employment as contemplated herein and in accordance with Section 6(c) (including full discharge of the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)obligations due to the Executive thereunder, the Company shall have no further obligation pay to Employee under the Executive or his heirs or estate, if applicable, subject to the Executive executing this AgreementAgreement and executing the Release Agreement attached hereto as Exhibit A within 21 days of the Transition Date and not revoking it, except (the Company shall provide “Severance Amount”): (i) the Accrued Obligations to Employee Executive’s Base Salary for twelve (12) months following the Transition Date, payable in accordance with Section 7(athe Company’s normal payroll practices; (ii) plus the following payments and benefits Executive’s Average Annual Bonus (collectivelyas defined in the Severance Agreement), the “Separation Benefits”) to Employee: payable in lump sum; (iiii) an amount equal to one times the sum product of (A) the Base Salary in effect immediately before the Termination Date plus the Highest Annual Bonus received by Employee for (as defined in the fiscal year preceding the Termination Date Severance Agreement) and (or if Employee was employed for less than one full fiscal year prior to the Termination DateB) a fraction, the Annual Bonus for purposes numerator of this Section 7 shall be which is the Annual Bonus payable during number of days in the current fiscal year at through the target amount provided above) (togetherTransition Date, and the “Separation Pay”)denominator of which is 365, payable in lump sum; and (iiiv) during a cash payment in lieu of Welfare Benefit Continuation (as defined in the six-month period commencing on Severance Agreement) to the Termination Date that Employee is eligible to elect and elects to continue coverage for himself Executive and his eligible dependents family for 12 (twelve) months following the Transition Date, payable in lump sum. In addition to the foregoing, the Company shall take all necessary action to provide that all of the Executive’s accounts under the Company’s group heath insurance plan pursuant Amended and Restated Deferred Compensation Program shall be fully vested as of the Transition Date. Payments relating to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended preceding subsections (“COBRA”), i) through (iv) shall commence (or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid in full, with respect to Employee in a lump sum within 60 days of payments) on the Termination Date; provided, however, first regular payroll period that no Separation Pay shall be paid to Employee unless follows the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy expiration of the Release Agreement revocation period (as defined belowthe “Payment Commencement Date”); provided that any payments relating the preceding subsection (i) for payroll periods occurring after the Transition Date and prior to the Payment Commencement Date shall be made on the Payment Commencement Date, without interest. Any COBRA reimbursements due The payments under this Section shall be made by the last day of the month following the month in which the 2 are subject to applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) withholding and 6(f)taxes.

Separation Benefits. If this Agreement is terminated either by As a consequence of the Company without Cause termination of the Executive’s employment as contemplated herein and in accordance with Section 6(c) (including full discharge of the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)obligations due to the Executive thereunder, the Company shall have no further obligation pay to Employee under the Executive or her heirs or estate, if applicable, subject to the Executive executing this Agreement, except Agreement and executing the Company shall provide Release Agreement attached hereto as Exhibit A (the Accrued Obligations to Employee “Release”) within twenty-one (21) days of the Transition Date and the Release becoming effective and irrevocable in accordance with Section 7(a) plus the following payments and benefits its terms (collectively, the “Separation BenefitsSeverance Amount”) to Employee: ): (i) the Executive’s Annual Base Salary for twelve (12) months following the Transition Date, payable in accordance with the Company’s normal payroll practices; (ii) the Executive’s Average Annual Bonus, payable in lump sum; (iii) an amount equal to one times the sum product of (A) the Base Salary in effect immediately before the Termination Date plus the Highest Annual Bonus received by Employee for the fiscal year preceding the Termination Date and (or if Employee was employed for less than one full fiscal year prior to the Termination DateB) a fraction, the Annual Bonus for purposes numerator of this Section 7 shall be which is the Annual Bonus payable during number of days in the current fiscal year at through the target amount provided above) (togetherTransition Date, and the “Separation Pay”)denominator of which is 365, payable in lump sum; and (iiiv) during a cash payment in lieu of Welfare Benefit Continuation to the six-month period commencing on Executive and her family for twelve (12) months following the Termination Date Transition Date, payable in lump sum. In addition to the foregoing, the Company shall take all necessary action to provide that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents all of the Executive’s accounts under the Company’s group heath insurance plan pursuant Amended and Restated Deferred Compensation Program shall be fully vested as of the Transition Date. Payments relating to the Consolidated Omnibus Budget Reconciliation Act preceding subsections (i) through (iv) shall commence (or be paid in full, with respect to lump sum payments) on the first regular payroll period that follows the expiration of 1985, as amended the Release Agreement revocation period (the “COBRAPayment Commencement Date”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify any payments relating the Company in writing within five days after he becomes eligible preceding subsection (i) for payroll periods occurring after the Termination Transition Date for group health insurance coverageand prior to the Payment Commencement Date shall be made on the Payment Commencement Date, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwisewithout interest. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due payments under this Section shall be made by the last day of the month following the month in which the 2 are subject to applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) withholding and 6(f)taxes.

Separation Benefits. If Provided I sign this Separation Agreement is terminated either by With Reaffirmation (the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal of this “Separation Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d”), the Company shall have no further obligation will pay me a lump sum of $100 (less any applicable taxes and withholdings) within thirty (30) days of the date I sign and return a copy of this Separation Agreement to Employee under the Company’s Chief Legal Officer at the address set forth in the box on the last page of this Separation Agreement. In addition, provided I sign this Separation Agreement, except including the attached Exhibit A, and return the signed version of this Separation Agreement and the signed version of Exhibit A to the Company shall provide by the Accrued Obligations to Employee deadlines provided for in accordance with Section 7(a) plus the following payments box on the last page of this Separation Agreement, and benefits (collectively, the “Separation Benefits”) to Employee: Agreement becomes effective by its terms and Exhibit A becomes effective and irrevocable no later than the later of (i) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus twenty-eight (28) days after I received by Employee for the fiscal year preceding the Termination Date this Separation Agreement and Exhibit A or (or if Employee was employed for less than one full fiscal year prior to the ii) ten (10) days after my Termination Date, the Annual Bonus for purposes Company will pay or provide the following things to me, in lieu of this Section 7 shall any payments, benefits, or other items I otherwise might be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible entitled to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan receive pursuant to the Consolidated Omnibus Budget Reconciliation Act terms of 1985my Employment Agreement, entered in to with the Company effective August 14, 2019, as amended extended and attached hereto as Exhibit B (the “COBRAEmployment Agreement”). The Company will withhold taxes, or similar state lawreport amounts to tax authorities with respect to these benefits as it determines it is required to do, and make any other lawful deductions as may be required. Because the Company shall reimburse Employee on a monthly basis for and I mutually agreed to the difference between the amount Employee pays to effect termination of my Company employment, I acknowledge and continue such coverage under COBRA and the employee contribution amount agree that active employees of this Separation Agreement fully extinguishes any obligations the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or any Released Party might otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid me pursuant to Employee in a lump sum within 60 days Paragraph 10 of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)my Employment Agreement.

Separation Benefits. If this Agreement is terminated either by In the event that YOU execute and deliver to the Company without Cause in accordance with both the Separation Agreement and the General Release, and YOU do not revoke the General Release within the time period permitted by law (such period, the “Revocation Period” as defined below), the following shall apply (subject to any timing restrictions as may be applicable under Section 6(c) 409A of the Internal Revenue Code of 1986, as amended (including the Company’s non-renewal “Code”)): ● Commencing on the first regular payroll date immediately following the end of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)the Revocation Period, the Company shall have no further obligation continue to Employee under this Agreement, except pay to YOU YOUR annual base salary for a period of nine (9) months thereafter (the Company shall provide the Accrued Obligations to Employee “Severance Period”) in accordance with Section 7(a) plus the following payments and benefits (collectivelyCompany’s normal payroll processing, the “Separation Benefits”) to Employee: (i) an for a total gross amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date $311,250 (less applicable income and employment tax withholdings). ● If YOU (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided aboveYOU and YOUR eligible dependents) (together, the “Separation Pay”); timely and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and properly elects to continue coverage for himself and his eligible dependents health insurance continuation rights under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended 1985 (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for will pay the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees cost of the Company pay for COBRA premiums until the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days earlier of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by i) the last day of the month following Severance Period or (ii) the month in which the applicable premiums were paid by Employee. For termination of YOUR rights under COBRA; provided, for the avoidance of doubt, Employee that such covered dependents participated in the Company’s health plans prior to such separation, and provided, further, that if at any time the Company determines that its payment of YOUR (or YOUR eligible dependents’ ) premiums would result in a violation of law, then in lieu of providing the premiums described above, the Company will instead pay YOU a fully taxable monthly cash payment in an amount equal to the applicable premiums for such month, with such monthly payment being made on the last day of each month for the remainder of the Severance Period. For purposes of this Separation Agreement and the General Release, the benefits described above in this section shall be referred to as the “Separation Benefits”. Except for the Accrued Obligations, the payments from the Company to YOU pursuant to the terms of this Separation Agreement (including the Separation Benefits) are not provided as a raise, bonus, or condition of YOUR employment with the Company. 00000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000 | tel: (000) 000-0000 | xxxxxxxxxxx.xxx Mailing address: 10531 0X Xxxxxxx Xxxxx, Xxxxx 000-000, Xxx Xxxxx, XX 00000 YOU acknowledge and agree that as of the Separation Date, this Separation Agreement and General Release shall supersede and replace all benefits, rights and obligations in connection with YOUR employment with the Company Group, except for those terms in the Employment Agreement that are specifically restated herein. Accordingly, YOU further acknowledge and agree that this Separation Agreement and the General Release sets forth all compensation and benefits to which YOU are entitled and shall be entitled paid to YOU in full satisfaction thereof, in connection with your employment with the Company Group. YOU also acknowledge and agree that the Separation Benefits if to be paid under this Agreement is terminated due solely from the Company and that Insperity PEO Services, L.P. (i) due to Employee’s death; (ii) “Insperity”), the professional employer organization retained by the Company due Company, has no obligation to Employee’s Inability to Perform; (iii) by pay the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Severance benefits, even though its payment may be processed through Insperity.

Separation Benefits. If Contingent upon this Agreement is terminated either by the Company without Cause becoming effective in accordance with the terms of Section 6(c5(f), below, Executive shall: (a) retain all vested incentive stock options and non-qualified stock options. Executive understands that Executive has three months from the Separation Date within which to exercise the incentive stock options after which time all such options shall expire; (including b) receive vesting of the 2018 long-term incentive Stock Plan (“Plan”) pursuant to the Plan’s provisions. Executive acknowledges and agrees that, other than the foregoing, he is not entitled to any additional Company equity awards and that, except as referenced in this Section 2, all equity awards issued to Executive remain subject to the applicable equity award plan, notices of grant and award agreements; (c) following the filing of the Form 10-Q for the Company’s nonfirst quarter of fiscal year 2020, receive payment from the Company of the short-renewal term and long-term incentive bonus as determined in good faith by the Compensation Committee of this Agreementthe Board of Directors based upon actual first quarter of fiscal year 2020 financial results and achievement of goals and objectives related to the Company’s performance as compared with budgeted projections; (d) or continue to be provided group health insurance by Employee resigning Company through October 31, 2019. Thereafter and provided that Executive is eligible for and timely elects COBRA continuation coverage (which Executive acknowledges is his employment for Good Reason in accordance with Section 6(dresponsibility), the Company shall have no further obligation will pay these COBRA health premiums through the earlier of (x) February 28, 2021 and (y) the date Executive obtains employment with any third party through which Executive is eligible to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee receive substantially similar health insurance coverage. Executive will be solely responsible for the fiscal year preceding the Termination Date (or if Employee was employed full amount of all COBRA premiums thereafter, for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”)as long as Executive continues COBRA coverage; and (iie) during receive transition services from a bona fide provider of transition services to be paid directly by the sixCompany in an amount not to exceed Fifty Thousand Dollars ($50,000.00). The Company also will engage Executive as a consultant to serve up to one day per week as a resource for the incoming chief executive officer for twelve (12) months following the Separation Date (the “Consulting Period”). As a consultant, Executive is not authorized to transact any business on behalf of the Company. During the Consulting Period, Executive shall perform services off-month period commencing on the Termination Date that Employee is eligible to elect site and elects to continue coverage for himself and his eligible dependents under shall not communicate with employees, vendors or customers unless specifically pre-approved by the Company’s group heath insurance plan pursuant to chief executive officer in connection with Company business. For the Consolidated Omnibus Budget Reconciliation Act of 1985period from November, as amended (“COBRA”)2019 through October, or similar state law2020, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay Executive shall be paid to Employee in a lump sum within 60 days for consulting services at the monthly rate of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release Six Thousand Dollars (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f$6,000.00).

Separation Benefits. If On the Resignation Date, the Company will pay you your accrued and unpaid salary, including accrued but unused vacation, earned for services performed through that date. In addition, in exchange for your releases and covenants in this Agreement, and provided that (i) this Agreement is terminated either by has become effective as specified in Section 10 hereof and (ii) you execute and deliver to the Company without Cause the Closing Release and Waiver of Claims attached as Exhibit A and allow it to become effective per its terms (the “Closing Release”), which in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)no event shall occur later than 30 days after your Resignation Date, the Company shall have no further obligation to Employee under this Agreement, except provide you with the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employeefollowing: (ia) an amount equal equivalent to one times the sum 12 months’ of the Base Salary your base salary as in effect immediately before on the Termination Date plus Resignation Date, less required deductions, to be paid in equal installments on the Annual Bonus received by Employee for Company’s regularly-scheduled payroll dates beginning with the fiscal year preceding first such payroll date following the Termination Resignation Date (or or, if Employee was employed for less than one full fiscal year prior to the Termination Datelater, the Annual Bonus for purposes of this Section 7 shall be date the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”Closing Release becomes effective per its terms within 30 days after your Resignation Date); and (iib) during the six-month period commencing on the Termination Date provided that Employee is eligible you timely elect COBRA continuation coverage pursuant to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985plan, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees direct payment of the Company pay COBRA premium for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group such health insurance coverageas you (and your family, if anyapplicable) were enrolled as of the Resignation Date until the earlier of (x) 12 months following the Resignation Date; (y) the date 0000 Xxxxx Xxxxxx Xxxxx, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes Xxxxx 000, Xxx Xxxxx, XX 00000 T 858.332.3410 E xxxx@xxxxxx.xxx W xxxxxx.xxx you become eligible for group health insurance coverage due through a new employer; or (z) the date you cease to subsequent employment be eligible for COBRA continuation coverage for any reason, including plan termination (such applicable period of direct payment, the “COBRA Premium Period’) and (c) notwithstanding anything to the contrary in the governing plan or otherwise. The Separation Pay shall be paid applicable award agreement under which you were granted options to Employee in a lump sum within 60 days purchase shares of the Termination DateCompany common stock (the “Stock Agreements”), you will be permitted to exercise the vested portions of your outstanding options to purchase common stock of the Company until the later of (1) the final day of the applicable post-termination exercise period provided in the relevant option agreement; or (2) June 30, 2017; provided, however, that no Separation Pay option shall be paid exercisable later than the original expiration of the term of such option and the options shall remain subject to Employee unless earlier termination in connection with the terms of the equity incentive plan under which they were granted and all other terms of such plan and applicable option agreements, except to the extent modified in this Agreement. You understand that the extension of the post-termination exercise period of your options may disqualify, immediately as of the date you execute this Agreement, any stock options that were previously considered “incentive stock options” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), under the rules of the Code, and you expressly agree to such treatment. In the event you become covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, you must immediately notify the Company receivesof such event. Notwithstanding the foregoing, on or within 55 days after if the Termination DateCompany determines, an executed and fully effective copy in its sole discretion, that it cannot pay the COBRA premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Release Public Health Service Act), the Company shall in lieu thereof provide to you a taxable monthly payment in an amount equal to the monthly COBRA premium that you would be required to pay to continue your group health coverage in effect on the date of your employment termination (as defined belowwhich amount shall be based on the premium for the first month of COBRA coverage). Any COBRA reimbursements due under this Section , which payments shall be made by on the last day of each month regardless of whether you elect COBRA continuation coverage and shall end on the earlier of (1) the date upon which you obtain other employment or (II) the last day of the twelfth calendar month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Resignation Date.

Separation Benefits. If You will remain a Company employee and receive your current base salary and benefits through the Separation Date. Thereafter, and provided you sign and do not revoke this Agreement Agreement, you will receive the two additional benefits provided in this Section 2. First, you will be paid a severance payment of $312,424.16, less all applicable withholdings, which is terminated either by equivalent to ten (10) months of your regular base pay (the Company without Cause “Severance Sum”). Payment will be made periodically and in installments, on the Company’s customary paydays and in accordance with Section 6(c) (including the Company’s non-renewal standard payroll practice, beginning on the first payroll date occurring at least five (5) business days following the Effective Date, as defined below, of this AgreementAgreement but in no event commencing later than sixty (60) days following the Separation Date. If the Company does not make one or by Employee resigning his employment for Good Reason in accordance with Section 6(d)more payments of this severance pay on a regular payroll date after the Separation Date because of the foregoing timing, the Company shall have no further obligation make all such delayed payments on the date it makes the first payment to Employee under this Agreementyou as described above. If you elect COBRA continuation coverage, except the Company shall provide pay the Accrued Obligations to Employee in accordance with Section 7(a) plus COBRA premium on your behalf until the following payments and benefits (collectively, earliest of the “Separation Benefits”) to Employeefollowing: (i) December 31, 2014 (ii) your eligibility for group medical care coverage through other employment; or (iii) the end of your eligibility under COBRA for continuation coverage for health care. In the event it determines that statutory or regulatory provisions so require, the Company may, at any time, convert such payments to a payroll tax payment to you in an amount equal to one times the sum its remaining COBRA premium payment obligation to you, less all applicable withholdings. The Company further agrees to provide you with up to six months of the Base Salary outplacement services, with a provider and in effect immediately before the Termination Date plus the Annual Bonus received a program selected by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant , provided you commence such services within ninety (90) days of their being offered to the Consolidated Omnibus Budget Reconciliation Act of 1985you, and provided further that you may receive, as amended (“COBRA”)an alternative to such outplacement services, or similar state lawa payment of $20,000.00, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; providedless all applicable withholdings, however, that Employee shall notify contingent upon your notifying the Company in writing that you have selected this option in lieu of the outplacement services within five thirty (30) days after he becomes eligible of your signing this Agreement. You agree that prior to the execution of this Agreement you were not entitled to receive any further monetary payments or benefits from the Company, and that the only payments and benefits that you are entitled to receive from the Company in the future are those specified in this Agreement. For clarity, the severance payment and potential payment in lieu of outplacement services provided for above will not be reduced due to your employment or consulting for third parties at any time after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).

Separation Benefits. If Your employment with AIG continues to be at-will, and you may terminate your employment before the Transition Date. On any termination of your employment, your separation from services and Board resignation as set forth in Section 1 of this Letter Agreement is terminated either will become effective and, provided that within 60 days after the date of your termination you have executed and delivered a Final Release, you will be entitled to receive the benefits under the ESP, as in effect on the date hereof, payable upon a termination by the Company AIG without Cause and your separation of service will be treated as a termination without Cause for purposes of the LTIP and outstanding awards thereunder and for all other purposes, including, without limitation, under the AIG Annual Short-Term Incentive Plan (as amended and restated effective March 1, 2016) (the “STIP”). Such benefits will be payable in accordance with the terms and conditions of the ESP and the LTIP, except (a) that your severance payable under Section 6(cIV.C(2) of the ESP will be calculated as if you had terminated employment on March 8, 2017 and, accordingly, the average bonus shall be computed using calendar years 2013, 2014 and 2015 and (including b) such ESP severance benefit shall be payable within 2 business days after the Company’s non-renewal execution and delivery of the Final Release. Promptly following the date of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Letter Agreement, except AIG will establish a rabbi trust with an independent trustee and having terms as you and AIG mutually agree, and will deposit in the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) trust an amount equal to one times the sum of your severance payable under Section IV.C(2) of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date ESP and your Transition Award. The trust agreement will provide (or if Employee was employed for less than one full fiscal year prior a) that an amount equal to your severance is to be paid within 2 business days after your delivery to the Termination Date, trustee of a certification that you have terminated employment and executed and delivered a Final Release and (b) that an amount equal to your Transition Award also is to be paid within 2 business days following such delivery subject to the Annual Bonus for purposes additional condition that you provide a certification that you have not forfeited your Transition Award in accordance with the terms of this Section 7 Letter Agreement. You shall also be entitled to your vested benefits under the AIG Non-Qualified Retirement Plan and the AIG Qualified Retirement Plan. You shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible under no obligation to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent seek other employment or otherwise mitigate your obligations to AIG hereunder, and there shall be no offset against any amounts due hereunder, the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due ESP, the LTIP, the STIP or otherwise on account of any remuneration attributable to any subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, any kind that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)you may obtain.

Separation Benefits. If In consideration for the representations, warranties, covenants and agreements made by Executive and contained in this Agreement and conditional upon the terms of this Agreement. Employer will pay Executive an aggregate of $260,000 during the 2018 calendar year, subject to applicable withholding; payable in equal bi-weekly installments or at such other intervals as is terminated either by consistent with the Company without Cause regular payroll practice of Employer (the “Separation Payment”) and subject to the condition that within 21 days after the Last Day of Employment, Executive signs and delivers a completed Schedule I and does not revoke his acceptance of the same within 7 days after returning the completed Schedule I. Said salary payments will commence as soon as administratively practicable in 2018 after such conditions are satisfied. Executive shall continue to accrue vacation time in accordance with Section 6(c) (including Employer’s vacation policies through the Company’s non-renewal Last Day of this Agreement) or by Employee resigning his employment for Good Reason Employment. Executive shall continue to receive medical and dental benefits at the current participation level in accordance with Section 6(dEmployer’s then current policies (including cost sharing) until the earlier of (i) December 31, 2018 or (ii) the date on which Executive is first entitled to receive medical and dental coverage from another employer. Executive’s life and disability insurance coverage shall terminate on the Last Day of Employment. Beginning on January 1, 2019, Executive shall be provided with medical, dental and life insurance contributions consistent with the policy set forth on Schedule II hereof. Solely for purposes of the policy set forth on Schedule II, Executive shall be treated as an employee who had 25 years of service and retired at age 55. The benefits Executive shall be eligible to receive under Employer’s qualified retirement plan, defined retirement pension plan, deferred compensation plan, non-qualified supplemental executive retirement plan and/or employee stock ownership plan shall be determined in accordance with the terms of the applicable plan. Executive shall be eligible for any award to be paid according to the terms of the Employer’s short-term incentive plan (“STIP”) for his service as an executive officer of Employer in 2017 (i.e., through September 4, 2017), such payment subject to the Company sole and absolute discretion of the Compensation Committee of the Board of Directors of Arrow Financial Corporation, to be paid in the first quarter of 2018 consistent with other STIP payments to be paid by Employer. Participation in all qualified and unqualified benefit plans shall have no further obligation terminate on the Last Day of Employment. All payments and benefits provided to Employee Executive by Employer under this Agreement, except including the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectivelySeparation Payment, the “Separation Benefits”) to Employee: are (i) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes conditional upon Executive’s continued compliance with all provisions of this Section Agreement, including without limitations the covenants set forth in Sections 6, 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (togetherand 8 hereof, the “Separation Pay”); and (ii) during subject to any applicable clawback or recoupment policies required by applicable law or policy of Employer. Whether or not Executive signs this Agreement, he will receive wages or other compensation for all time worked through the six-month period commencing on the Termination Date that Employee Last Day of Employment, accrued vacation, and any other accrued leave time which Executive is eligible entitled to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state applicable law, through the Company shall reimburse Employee Last Day of Employment, subject to any applicable clawback or recoupment policies required by applicable law or policy of Employer. Except as provided in this Agreement, no payment, compensation, leave time, insurance or other benefits, will be furnished or paid to Executive. Executive acknowledges that Employer may change payroll dates, schedules or amounts, insurance carriers or benefit plans or otherwise modify its payroll or benefit plans for its active executives, and those changes will be applied to Executive as well where applicable. Executive agrees that all business expenses for which Executive is entitled to reimbursement consistent with Employer’s policies will be documented and submitted for approval on a monthly timely basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing any final expenses will be submitted within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 ten (10) days of the Termination Date; provided, however, that no Separation Pay Last Day of Employment. Executive shall be paid continue to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to all rights of indemnification and directors and officers liability insurance with respect to the Separation Benefits if this Agreement is terminated (i) due period of his service as a director or officer of Employer, consistent with Employer’s governing documents and applicable New York law, to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) same extent as other directors and 6(f)officers of Employer.

Separation Benefits. If this Agreement is terminated either by In the event that you execute and deliver to the Company without Cause in accordance with both the Separation Agreement and the General Release, and you do not revoke the General Release within the time periods permitted by law (such period, the “Revocation Period” as defined below), the following shall apply (subject to any timing restrictions as may be applicable under Section 6(c) 409A of the Internal Revenue Code of 1986, as amended (including the Company’s non-renewal “Code”)): • Commencing on the first regular payroll date immediately following the end of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d)the Revocation Period, the Company shall have no further obligation continue to Employee under this Agreementpay to you your annual Base Salary (which, except for the Company shall provide avoidance of doubt, is $825,000), less applicable income and employment tax withholdings, for a period of twenty-four (24) months thereafter (the Accrued Obligations to Employee “Severance Period”) in accordance with Section 7(athe Company’s normal payroll processing. • The Company shall pay you an additional severance amount equal to two (2) plus times your Target Bonus Amount in effect immediately prior to the following payments date of this Separation Agreement (which Target Bonus Amount, for the avoidance of doubt, is 100% of your Base Salary), less applicable income and employment tax withholdings, to be paid in two equal annual installments, the first of which will be paid in March 2023 and the second of which will be paid in March 2024. • The Company shall pay you an additional severance amount equal to your Target Bonus Amount, less applicable income and employment tax withholdings, to be paid on such date on which the Company pays or would have paid such annual Bonuses for 2021 to Bonus Plan participants. For purposes of this Separation Agreement and the General Release, the benefits (collectively, described above in this section shall be referred to as the “Separation Benefits”) to Employee: (i) an amount equal to one times . It should be noted that in the sum event of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year your death prior to the payment of all of the Separation Benefits hereunder, the Company will continue to pay the remainder of such Separation Benefits to your surviving spouse or your estate, as applicable. You acknowledge and agree that as of the Employment Agreement Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) Separation Agreement (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees inclusive of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible General Release to be executed after the Termination Date for group health insurance coverageDate) shall supersede and replace all benefits, if anyrights and obligations in connection with your employment with the Company. Accordingly, through subsequent employment or otherwise you further acknowledge and agree that this Separation Agreement and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due General Release sets forth all compensation and benefits to subsequent employment or otherwise. The Separation Pay which you are entitled and shall be paid to Employee you in a lump sum within 60 days of the Termination Date; providedfull satisfaction thereof, however, that no Separation Pay shall be paid to Employee unless in connection with your employment with the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f)Group.