Common use of Separation Consideration Clause in Contracts

Separation Consideration. Provided that you comply with all of the terms of this Agreement, the Company shall provide you with the following severance benefits (the “Separation Benefits”): (a) the Company will make a separation payment to you within three (3) business days following the Effective Date in the amount of six hundred thirty thousand two hundred ninety-six dollars ($630,296.00), less all applicable withholdings and standard deductions; (b) all of your outstanding unvested stock options to purchase the Company’s common stock will become immediately and automatically vested in full; and (c) all of your outstanding and vested stock options (including those stock options that were automatically vested pursuant to this paragraph 4) will remain exercisable for a period of fifteen (15) months following the Separation Date and, to the extent not exercised on or before the last day of such period shall terminate at the close of business on such day; provided, however, that in all events each of your stock options shall be subject to earlier termination at the end of the maximum term of such stock option or in connection with a change in control of the Company as provided in the applicable plan and/or option agreement that evidences such stock option (please refer to Paragraph 19 regarding the expiration of any restricted stock unit awards that may be held by you, if any); and (d) provided that you timely exercise your right to continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will pay the monthly health insurance coverage premiums for you and your eligible dependents for a period commencing on the Separation Date and ending on the earlier to occur of (x) the twelve month anniversary of the Separation Date, and (y) the date you become eligible to receive health insurance coverage from a subsequent employer. You shall notify the Company promptly upon accepting employment with any other person or entity, but no later than three calendar days prior to commencing such employment, and at the same time, you shall notify the Company whether you are eligible to receive health coverage in connection with such employment. To the extent that the payment of any COBRA premiums pursuant to the foregoing clause (c) is taxable to you, any such payment shall be made to you on or before the last day of your taxable year following the taxable year in which the related expense was incurred, your right to payment of such premiums shall not be subject to liquidation or exchange for another benefit, and the amount of such benefits that you receive in one taxable year shall not affect the amount of such benefits that you receive in any other taxable year. You acknowledge that the Separation Benefits include payments that you would not otherwise be entitled to receive, now or in the future, without entering into this Agreement, and constitute valuable consideration for the promises and undertakings set forth in this Agreement.

Separation Consideration. Provided As consideration for Employee’s agreements and releases set forth herein, and recognizing that you comply with all of the terms without execution of this Agreement, Employee would not be entitled to any additional compensation beyond wages due, the Company shall agrees to provide you Employee with the following severance benefits, which are equivalent in amount to the benefits payable under the Executive Employment Agreement between Employee and the Company made as of February 6, 2013 (the “Separation BenefitsEmployment Agreement”): ) in the case of an exercise by the Company of its Termination Right (a) as defined in the Employment Agreement), provided this Agreement becomes effective in accordance with Section 2.2 and Employee remains in compliance with his post-employment obligations to the Company: A. the Company will make a separation payment pay Employee the aggregate sum of $357,075, which is equal to you within three the Severance Amount (3) business days following the Effective Date as defined in the amount of six hundred thirty thousand two hundred ninety-six dollars ($630,296.00), less all applicable withholdings Employment Agreement) and standard deductions; (b) all of your outstanding unvested stock options to purchase shall be paid in accordance with the Company’s common stock normal payroll practices in one lump sum on January 15, 2016, subject to payroll deductions and all required withholdings; B. the Company will become immediately pay Employee $142,830, representing Employee’s a pro rata annual bonus for 2015, determined on the basis of an assumed full-year target bonus and automatically vested the number of days in full; fiscal year 2015 that Employee was employed by the Company, to be paid no later than March 15, 2016, subject to payroll deductions and (c) all required withholdings; C. continued vesting of all of your Employee’s outstanding stock options, restricted stock awards and vested stock options other equity awards held by Employee as of the date of this Agreement in accordance with the Original Award Agreements (including those stock options that were automatically vested pursuant to this paragraph 4as defined in the Employment Agreement) will remain exercisable on the same basis as if Employee remained an employee of the Company for a period of fifteen one year immediately after the Termination Date, and all vested options shall remain exercisable until the termination date of such Original Award Documents; D. the Company agrees to use commercially reasonable efforts to cause Employee to be included as a beneficiary under any insurance policy (15including any director and officer policy of insurance) months following the Separation Date and, under which Employee was covered as an officer prior to the extent not exercised on or before the last day of such period shall terminate at the close of business on such dayTermination Date; provided, however, that in all events each of your stock options shall be subject to earlier termination at the end of the maximum term of such stock option or in connection with a change in control of the Company as provided in the applicable plan and/or option agreement that evidences such stock option (please refer to Paragraph 19 regarding the expiration of any restricted stock unit awards that may be held by you, if any); and (d) and E. provided that you Employee timely exercise your right to continue your elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)federal COBRA law, the Company will pay Employee an amount equal to one-hundred percent of the monthly cost of premiums for such health insurance continuation coverage premiums for you and your eligible dependents for a period commencing on the Separation Date and ending on the earlier to occur of (x) during the twelve month anniversary of (12) months following the Separation Date, and (y) the date you become eligible to receive health insurance coverage from a subsequent employer. You shall notify the Company promptly upon accepting employment with any other person or entity, but no later than three calendar days prior to commencing such employment, and at the same time, you shall notify the Company whether you are eligible to receive health coverage in connection with such employment. To the extent that the payment of any COBRA premiums pursuant to the foregoing clause (c) is taxable to you, any such payment Termination Date which shall be made to you paid on or before the last day of your taxable year following the taxable year in which the related expense was incurredJanuary 15, your right to payment of such premiums shall not be 2016, subject to liquidation or exchange for another benefit, payroll deductions and the amount of such benefits that you receive in one taxable year shall not affect the amount of such benefits that you receive in any other taxable year. You acknowledge that the Separation Benefits include payments that you would not otherwise be entitled to receive, now or in the future, without entering into this Agreement, and constitute valuable consideration for the promises and undertakings set forth in this Agreementall required withholdings.

Separation Consideration. Provided 2.1 In consideration of (a) the Company’s receipt of this Agreement signed and dated by Employee within the 21 day consideration period, (b) the Company’s receipt of a letter stating that you comply Employee has not revoked his acceptance or execution of this Agreement (sent via email, personal delivery, or mail) in the form attached as Exhibit “A” and signed and dated at least eight days after Employee’s execution of this Agreement, and (c) Employee’s compliance with all of the terms of this Agreement, the Company agrees that the Employee shall provide you with be entitled to the following severance benefits amendments and modifications set forth in the Letter Agreement, dated as of July 1, 2019, by and between Employee and the Company (the “Separation BenefitsLetter Agreement”): (a) the Company will make a separation payment attached as Addendum 1 as to you within three (3) business days following the Effective Date in the amount of six hundred thirty thousand two hundred ninety-six dollars ($630,296.00), less all applicable withholdings and standard deductions; (b) all of your outstanding unvested certain stock options to purchase the Company’s common stock will become immediately and automatically vested in full; and (c) all of your outstanding and vested stock options (including those stock options that were automatically vested pursuant to this paragraph 4) will remain exercisable for a period of fifteen (15) months following the Separation Date and, to the extent not exercised on or before the last day of such period shall terminate at the close of business on such day; provided, however, that in all events each of your stock options shall be subject to earlier termination at the end of the maximum term of such stock option or in connection with a change in control of the Company as provided in the applicable plan and/or option agreement that evidences such stock option (please refer to Paragraph 19 regarding the expiration of any restricted stock unit awards previously granted to the Employee pursuant to the 2013 Long-Term Incentive Plan (the “LTIP”), as detailed in Addendum 2 hereto. Employee agrees to acknowledge receipt of each of the foregoing in writing (email is sufficient) upon the Company’s provision thereof and to unconditionally re-affirm all affirmations and releases contained in this Agreement in writing upon Employee’s receipt thereof. 2.2 Employee acknowledges and agrees that, except for the separation consideration described in Section 2.1 above and the payment of cash pursuant to Employee’s performance-based cash award agreement for the performance period of January 1, 2019 to December 31, 2019, Employee shall not accrue or receive any other compensation, commissions, bonuses, car allowance, employment benefits, stock and other equity grants or awards or any other consideration from the Company after the Employment End Date, and that may the separation consideration described in Section 2.1 shall be held the sole amounts paid to Employee pursuant to this Agreement. For the avoidance of doubt, except as set forth in Section 2.1 above, Employee shall not be eligible for any future awards or grants under the LTIP. Furthermore, Employee acknowledges and understands that any existing restricted stock unit awards (x) that are not part of “pro rata” vesting pursuant to the “retirement provision” of the LTIP and (y) that do not vest by youthe Employment End Date shall be forfeited for no consideration by Employee pursuant to the Restricted Stock Unit Award Agreement relating to the LTIP (i.e., Employee’s combined 90,583 unvested time-vesting restricted stock units and unvested performance-based restricted stock units shall be forfeited as detailed in Addendum 2 hereto). Employee further understands and agrees that Employee’s right to benefits under Employer’s health and welfare benefit program, if any); and (d) provided that you timely exercise your right , shall be limited to continue your health insurance coverage those set forth under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will pay the monthly health insurance which coverage premiums for you and your eligible dependents for a period commencing on the Separation Date and ending on the earlier to occur of (x) the twelve month anniversary of the Separation Date, and (y) the date you become eligible to receive health insurance coverage from a subsequent employer. You Employee shall notify the Company promptly upon accepting employment with any other person or entity, but no later than three calendar days prior to commencing such employment, and at the same time, you shall notify the Company whether you are eligible to receive health coverage in connection with such employment. To the extent that the payment of any COBRA premiums pursuant to the foregoing clause (c) is taxable to you, any such payment shall be made to you on or before the last day of your taxable year following the taxable year in which the related expense was incurred, your right to payment of such premiums shall not be subject to liquidation or exchange for another benefit, and the amount of such benefits that you receive in one taxable year shall not affect the amount of such benefits that you receive in any other taxable year. You acknowledge that the Separation Benefits include payments that you would not otherwise be entitled to receive, now or in the future, without entering into this Agreement, and constitute valuable consideration elect at Employee’s own expense for the promises and undertakings set forth in this Agreemententirety of the COBRA period.

Separation Consideration. Provided that you comply with all In consideration for Executive’s execution of this Agreement within the Consideration Period defined in Section 14(a) below and non-revocation of the same, and agreeing to abide by the terms contained herein and the post-termination obligations of this the Executive Agreement, the Confidentiality, Invention Assignment, and Non-Solicitation Agreement, dated November 17, 2021, between you and the Company shall provide you with the following severance benefits (the “Confidential Information Agreement”), and all outstanding equity award grants and agreements issued pursuant to the 2021 Omnibus Incentive Plan and the 2011 Unit Option and Profits Interest Plan, as amended as restated as of October the Company agrees to the following (collectively, the “Separation BenefitsConsideration”): ): (a) Engage Executive during the Consulting Term (as defined in Section 4(e) below) as an independent contractor to perform consulting services for the Company will make as described in and accordance with the terms set forth in this Agreement and Exhibit B, which is attached hereto (the “Services”), with the opportunity to extend the Term for subsequent period(s) upon mutual agreement between the Parties; (b) Pay Executive the gross amount of $364,000/Current Salary in a separation payment to you within three (3) business days lump sum, less applicable required withholdings and deductions, on the next reasonably practicable regular payroll date of the Company following the Effective Date in the amount of six hundred thirty thousand two hundred ninety-six dollars ($630,296.00), less all applicable withholdings and standard deductions; (b) all of your outstanding unvested stock options to purchase the Company’s common stock will become immediately and automatically vested in full; and Date; (c) all of your outstanding and vested stock options (including those stock options that were automatically vested pursuant to this paragraph 4) will remain exercisable for a period of fifteen (15) months following the Separation Date and, to the extent not exercised on or before the last day of such period shall terminate at the close of business on such day; provided, however, that in all events each of your stock options shall be subject to earlier termination at the end of the maximum term of such stock option or in connection with a change in control of the Company as provided in the applicable plan and/or option agreement that evidences such stock option (please refer to Paragraph 19 regarding the expiration of any restricted stock unit awards that may be held by you, if any); and (d) provided that you timely exercise your right to continue your health insurance Executive properly elects continuation healthcare coverage under COBRA and the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)regulations thereunder, the Company will pay the monthly COBRA premiums necessary for the continuation of group healthcare coverage under the Company’s group medical and dental plans pursuant Section 4980B of the Internal Revenue Code (“COBRA”) for Executive and his covered dependents, as and when due to the insurance carrier or COBRA administrator (as applicable), for the shorter of: (1) twelve months following the Separation Date; (2) until Executive is covered under a new health insurance plan, or (3) the cessation of Executive’s eligibility for the continuation coverage under COBRA (“COBRA Benefits”). Thereafter, Executive may continue coverage through COBRA, if eligible under applicable law, or Executive’s new health insurance plan, at Executive’s sole expense. COBRA continuation premiums for you paid or reimbursed pursuant to this Section 2(c) shall be capped at the coverage levels, if any, Executive elected during the Company’s last open enrollment period, and your eligible dependents for a period commencing that were in place on the Separation Date Date. (d) Fully vest all of Executive’s outstanding, unvested equity-based compensation awards originally granted with respect to units of NextNav, LLC (“Legacy Equity Awards”) as of the date immediately prior to the Separation Date; (e) Fully vest all outstanding, unvested equity-based awards subject solely to time- based vesting (other than the Legacy Equity Awards and ending on the earlier to occur TIP RSUs), that would have vested but for the termination of (x) employment during the twelve (12) month anniversary period immediately following the Separation Date; (f) Executive acknowledges and agrees that, and in accordance with Section 8.3(b)(vi) of the Executive Agreement, (1) all outstanding, unvested restricted stock units relating to shares of the Company’s common stock granted following the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of June 9, 2021, entered into by and between the Employer, NextNav Holdings, LLC, Spartacus Acquisition Corporation, and Spartacus Acquisition Shelf Corp. and specified as part of the Transaction Incentive Program (the “TIP RSUs”) and (2) all outstanding, unvested equity-based compensation awards subject to performance-based vesting granted to Executive during the Term (as that term is defined in the Executive Agreement) shall be subject and treated consistently with the terms of the applicable award agreement; and (g) At the sole discretion of the Company’s new Chief Executive Officer, the Company may consider granting additional equity awards. All equity referenced in Sections 2(d), 2(e), and 2(f) shall continue to be governed by all terms and conditions applicable to equity awards and plans. The parties agree that Executive’s current equity awards as of the Separation Date, and with the acceleration provided by subsections (yd) the date you become eligible to receive health insurance coverage from a subsequent employer. You shall notify the Company promptly upon accepting employment with any other person or entitythrough (f) above, but no later than three calendar days prior to commencing such employment, and at the same time, you shall notify the Company whether you are eligible to receive health coverage listed in connection with such employment. To the extent that the payment of any COBRA premiums pursuant to the foregoing clause (c) is taxable to you, any such payment shall be made to you on or before the last day of your taxable year following the taxable year in which the related expense was incurred, your right to payment of such premiums shall not be subject to liquidation or exchange for another benefit, and the amount of such benefits that you receive in one taxable year shall not affect the amount of such benefits that you receive in any other taxable year. You acknowledge that the Separation Benefits include payments that you would not otherwise be entitled to receive, now or in the future, without entering into this Agreement, and constitute valuable consideration for the promises and undertakings set forth in this Agreement.Exhibit C.

Separation Consideration. Provided that you comply with all In consideration for Executive’s execution of this Agreement within the terms twenty-one (21) day Consideration Period defined in Section 12(a) below, upon Executive’s receipt of this Agreement, and non-revocation of the same, and agreeing to abide by the terms contained herein and the post-termination obligations of the Executive Agreement, the Confidentiality, Invention Assignment, and Non-Solicitation Agreement, dated November 17, 2021, between you and the Company shall provide you with the following severance benefits (the “Confidential Information Agreement”), and all outstanding equity award grants and agreements issued pursuant to the NextNav Inc. 2021 Omnibus Incentive Plan (as it has been and may be amended from time to time) (the “2021 Plan”) and the NextNav Holdings, LLC 2011 Unit Option and Profits Interest Plan (the “2011 Plan”) (as it has been and may be amended from time to time) (collectively, the “Equity Agreements”), the Company agrees to the following (collectively, the “Separation BenefitsConsideration”): ): (a) Pay Executive the gross amount of $286,000 in a lump sum, less applicable required withholdings and deductions, no later than the next regular payroll date of the Company will make following May 10, 2024. (b) Provide the 2023 Annual Bonus in cash in a separation lump sum (payable simultaneous with the payment to you within three (3of the amounts due in 2(a) business days following the Effective Date above in the amount of six hundred thirty thousand two hundred ninety-six dollars ($630,296.00)102,388.06, less all applicable withholdings and standard deductions); (c) provided that Executive properly elects continuation healthcare coverage under COBRA and the regulations thereunder, timely pays such COBRA premiums and timely submits proof of payment to Company, the Company will reimburse Executive (upon Executive’s submission to Company of adequate proof of payment by Executive) for Executive’s cost of continuation of group healthcare coverage under the Company’s group medical and dental plans pursuant Section 4980B of the Internal Revenue Code (“COBRA”) for Executive and his covered dependents for the shorter of: (1) twelve months following the Separation Date; (b2) until Executive obtains subsequent employment; or (3) until Executive is covered under a new health insurance plan (“COBRA Benefits”). Executive agrees that he will inform the Company in the event of subsequent employment and/or obtaining of other healthcare coverage for purposes of termination of COBRA. Thereafter, Executive may continue coverage through COBRA, if eligible under applicable law, or Executive’s new health insurance plan, at Executive’s sole expense. COBRA continuation premiums paid or reimbursed pursuant to this Section 2(c) shall be capped at the coverage levels, if any, Executive elected during the Company’s last open enrollment period, and that were in place on the Separation Date. (d) Fully vest all of Executive’s outstanding, unvested equity-based compensation awards originally granted with respect to units of NextNav, LLC (“Legacy Equity Awards”) as of the date immediately prior to the Separation Date; (e) Fully vest all outstanding, unvested equity-based awards subject solely to time-based vesting (other than the Legacy Equity Awards and the TIP RSUs), that would have vested but for the termination of employment during the twelve (12) month period immediately following the Separation Date; (f) Executive acknowledges and agrees that, and in accordance with Section 8.3(b)(vi) of the Executive Agreement, (1) all outstanding, unvested restricted stock units relating to shares of your outstanding unvested stock options to purchase the Company’s common stock will become immediately granted following the consummation of the transactions contemplated by that certain Agreement and automatically vested in full; Plan of Merger, dated as of June 9, 2021, entered into by and between the Employer, NextNav Holdings, LLC, Spartacus Acquisition Corporation, and Spartacus Acquisition Shelf Corp. and specified as part of the Transaction Incentive Program (the “TIP RSUs”) and (c2) all of your outstanding and vested stock options outstanding, unvested equity-based compensation awards subject to performance-based vesting granted to Executive during the Term (including those stock options as that were automatically vested pursuant to this paragraph 4term is defined in the Executive Agreement) will remain exercisable for a period of fifteen (15) months following the Separation Date and, to the extent not exercised on or before the last day of such period shall terminate at the close of business on such day; provided, however, that in all events each of your stock options shall be subject to earlier termination at and treated consistently with the end terms of the maximum term of such stock option or in connection with a change in control of the Company applicable award agreement. The parties agree that Executive’s current equity awards as provided in the applicable plan and/or option agreement that evidences such stock option (please refer to Paragraph 19 regarding the expiration of any restricted stock unit awards that may be held by you, if any); and (d) provided that you timely exercise your right to continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will pay the monthly health insurance coverage premiums for you and your eligible dependents for a period commencing on the Separation Date and ending on the earlier to occur of (x) the twelve month anniversary of the Separation Date, and (y) taking into account the date you become eligible to receive health insurance coverage from a subsequent employer. You shall notify the Company promptly upon accepting employment with any other person or entity, but no later than three calendar days prior to commencing such employment, and at the same time, you shall notify the Company whether you are eligible to receive health coverage in connection with such employment. To the extent that the payment of any COBRA premiums pursuant to the foregoing clause (c) is taxable to you, any such payment shall be made to you on or before the last day of your taxable year following the taxable year in which the related expense was incurred, your right to payment of such premiums shall not be subject to liquidation or exchange for another benefit, and the amount of such benefits that you receive in one taxable year shall not affect the amount of such benefits that you receive in any other taxable year. You acknowledge that the Separation Benefits include payments that you would not otherwise be entitled to receive, now or in the future, without entering into this Agreement, and constitute valuable consideration for the promises and undertakings set forth provided in this AgreementSection 2, are listed in Exhibit B. All equity referenced above shall continue to be governed by the applicable terms and conditions of the awards and plans, including the Plan.

Separation Consideration. Provided that you comply In consideration of Employee entering into this Agreement and complying with all of the terms of Employee’s obligations under this Agreement, Agreement and any other agreements with the Company shall provide you with the following severance benefits (the “Separation Benefits”): (a) the Company will make a separation payment to you within three (3) business days following the Effective Date in the amount of six hundred thirty thousand two hundred ninety-six dollars ($630,296.00)Group, less all applicable withholdings and standard deductions; (b) all of your outstanding unvested stock options to purchase the Company’s common stock will become immediately and automatically vested in full; and (c) all of your outstanding and vested stock options (including those stock options that were automatically vested pursuant to this paragraph 4) will remain exercisable for a period of fifteen (15) months following the Separation Date and, to the extent not exercised on or before the last day of such period shall terminate at the close of business on such day; provided, however, that in all events each of your stock options shall be subject to earlier termination at Employee not revoking this Agreement and executing and not revoking the end of the maximum term of such stock option or in connection with a change in control of the Company Release (as provided in the applicable plan and/or option agreement that evidences such stock option (please refer to Paragraph 19 regarding the expiration of any restricted stock unit awards that may be held by you, if any); and (d) provided that you timely exercise your right to continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”defined below), the Company will pay agrees to (i) (A) not require Employee to repay $1.5 million of the monthly health insurance coverage premiums for you sign-on bonus set forth in Section 4(f) of the Employment Agreement and your eligible dependents for (B) accept the surrender of the number of vested shares of LifeStance common stock with a period commencing value of $982,303 as of the Signing Date (based on the closing price of a share of LifeStance common stock on Nasdaq on such date, or the immediately preceding date for which a closing price is reported if no closing price is reported on such date) in full satisfaction of the remaining repayment obligation related to the sign-on bonus set forth in Section 4(f) of the Employment Agreement, (ii) not require Employee to repay the relocation payment set forth in Section 4(f) of the Employment Agreement, (iii) amend the Partnership Interest Award Agreements dated March 3, 2021, as amended, as set forth on Exhibit A hereto (the “RSA Amendment”) to provide for accelerated vesting of the time vesting portion of such Partnership Interest Awards ordinarily scheduled to vest through March 8, 2023 (without regard to any accelerated vesting), as of the Signing Date (with Employee not otherwise being entitled to any other vesting of such award through a Separation Date or otherwise, except as may be provided in the following sentence) and ending (iv) amend the Restricted Stock Unit Award Agreement dated April 25, 2022, as amended, as set forth on Exhibit B hereto (the earlier “RSU Amendment”) to occur of (x) the twelve month anniversary provide for accelerated vesting of the time vesting portion of such Restricted Stock Unit Award Agreement ordinarily scheduled to vest through April 1, 2023 as of the Signing Date (with Employee not otherwise being entitled to any other vesting of such award through a Separation Date or otherwise, except as may be provided in the following sentence). In addition, if a Change in Control (as defined in the Severance Policy) occurs within six months following a Separation Date, and (y) the date you become eligible to receive health insurance coverage from a subsequent employer. You Employee shall notify the Company promptly upon accepting employment with any other person or entity, but no later than three calendar days prior to commencing such employment, and at the same time, you shall notify the Company whether you are eligible to receive health coverage in connection with such employment. To the extent that the payment of any COBRA premiums pursuant to the foregoing clause (c) is taxable to you, any such payment shall be made to you on or before the last day of your taxable year following the taxable year in which the related expense was incurred, your right to payment of such premiums shall not be subject to liquidation or exchange for another benefit, and the amount of such benefits that you receive in one taxable year shall not affect the amount of such benefits that you receive in any other taxable year. You acknowledge that the Separation Benefits include payments that you would not otherwise be entitled to receive, now or in receive the future, without entering into this Agreement, severance payments and constitute valuable consideration for the promises and undertakings benefits set forth in the Severance Policy to the extent incremental to the benefits provided herein. The compensation and benefits provided under this AgreementAgreement are collectively referred to herein as the “Separation Consideration.”

Separation Consideration. Provided that you comply with all of In consideration for this Second Release, and the terms of this Agreementmutual covenants contained herein, the Company shall provide you with is providing Executive additional good and valuable consideration, the following severance benefits (the “Separation Benefits”): (receipt and sufficiency of which are hereby acknowledged, including: a) Permitting Executive to continue employment from the effective date of the Employment Transition Agreement entered into between the Company will make and Executive, and dated November 16, 2022 (“Agreement”) through the Separation Date, including Executive’s continued eligibility to receive a separation payment 2022 bonus, subject to you within three all financial considerations, under the Company’s Management Incentive Plan (3“MIP”) business days following subject to the Effective Date terms and conditions of the MIP; b) Payment of fifty-two (52) weeks of severance in the amount of six hundred thirty thousand two hundred ninety-six dollars ($630,296.00)27,380.77 per week, less all applicable withholdings and standard deductions; (b) all paid in equal installments on the regular payroll dates for active employees, which may be changed by the Company from time to time, each of your outstanding unvested stock options to purchase which installments shall be considered a separate payment for purposes of Section 409A of the Company’s common stock will become immediately and automatically vested in full; and (Internal Revenue Code; c) all of your outstanding and vested stock options (including those stock options that were automatically vested pursuant to this paragraph 4) will remain exercisable for a period of fifteen (15) months following Subsidizing premiums in the Separation Date andEcolab medical, prescription, dental and/or vision plans, to the extent not exercised on or before that Executive is enrolled in and elects to continue such benefits under COBRA, during the last day of such severance period shall terminate at so that Executive will pay the close of business on such dayactive employee premium rate during the severance period; provided, however, and d) Providing outplacement services through Navigate Forward; provided that in all events each of your stock options shall be subject to earlier termination at the end of the maximum term of such stock option or in connection with a change in control of the Company as benefits provided in the applicable plan and/or option agreement that evidences such stock option subsections (please refer to Paragraph 19 regarding the expiration of any restricted stock unit awards that may be held by youa), if any(b); , (c) and (d) provided that you timely exercise your right to continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the this Section 3 Separation Consideration will terminate and Company will be relieved of its obligations to pay the monthly health insurance coverage premiums for you and your eligible dependents for a period commencing on the Separation Date and ending on the earlier to occur of (x) the twelve month anniversary of the Separation Dateadditional amounts, and (y) the date you become eligible to receive health insurance coverage from a subsequent employer. You shall notify the Company promptly upon accepting employment with any other person or entity, but no later than three calendar days prior to commencing such employment, and at the same time, you shall notify the Company whether you are eligible to receive health coverage in connection with such employment. To the extent that the payment of any COBRA premiums pursuant to the foregoing clause (c) is taxable to you, any such payment shall be made to you on or before the last day of your taxable year following the taxable year in which the related expense was incurred, your right to payment of such premiums shall not be subject to liquidation or exchange for another benefit, and the amount of such benefits that you receive in one taxable year shall not affect the amount of such benefits that you receive in any other taxable year. You acknowledge that the Separation Benefits include payments that you would not otherwise be entitled to receiverepayment of the amounts described in subsection (b), now or if Executive either breaches any of the Covenants, as defined in Section 2 of the future, without entering into this Agreement, and constitute valuable consideration for the promises and undertakings set forth or engages in this Agreementa “competitive activity.” ​ ​ Engaging in a “competitive activity” means Executive is paid by or has any direct or indirect interest (except as a shareholder of less than 1% of a company whose shares are publicly traded) in any business that develops, produces or sells any product or service that competes with a product or service of Ecolab or any of its subsidiaries.

Separation Consideration. Provided that you comply with all As consideration for Employee’s agreements and releases set forth herein, following the later to occur of the terms (i) execution of this Agreement and expiration of the Revocation Period (as defined below) and (ii) the Termination Date, and recognizing that without execution of this Agreement, Employee would not be entitled to any additional compensation beyond wages due, the Company shall agrees to provide you Employee with the following severance benefits (after the “Separation Benefits”): Termination Date, provided this Agreement becomes effective in accordance with Section 2.2 of this Agreement: (a) the Company will make a separation payment to you within three (3) business days pay Employee the aggregate sum of $167,500.00, which shall be paid in accordance with the Company’s normal payroll practices in one lump sum on the 60th day following the Effective Date in the amount of six hundred thirty thousand two hundred ninety-six dollars ($630,296.00)Termination Date, less subject to payroll deductions and all applicable withholdings and standard deductions; required withholdings; (b) all the Company agrees to engage Employee to provide consulting services, and Employee agrees to provide consulting services, pursuant to the terms and conditions of your outstanding unvested stock options the consulting agreement attached hereto as EXHIBIT A (the “Consulting Agreement”); (c) the Company agrees to purchase use commercially reasonable efforts to cause Employee to continue to be included as a beneficiary under the Company’s common stock will become immediately directors’ and automatically vested in full; and (c) all of your outstanding and vested stock options (including those stock options that were automatically vested pursuant to this paragraph 4) will remain exercisable for a period of fifteen (15) months following the Separation Date and, to the extent not exercised on or before the last day of such period shall terminate at the close of business on such day; provided, however, that in all events each of your stock options shall be subject to earlier termination at the end of the maximum term of such stock option or officers’ insurance policy in connection with a change in control Employee’s service as an officer of the Company as provided in prior to the applicable plan and/or option agreement that evidences such stock option (please refer to Paragraph 19 regarding the expiration of any restricted stock unit awards that may be held by you, if any); and Termination Date; (d) provided that you timely exercise your right to continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will pay the monthly health insurance coverage premiums for you and your eligible dependents for a period commencing beginning on the Separation first day of the month following the Termination Date and ending on continuing through the earlier to occur of (x) the twelve (12) month anniversary of the Separation Date, and (y) first day of the month following the Termination Date or the date you become that Employee becomes eligible to receive health insurance coverage from another employer group health plan due to Employee’s employment with another employer, the Company shall pay to Employee a monthly amount equal to the monthly premium cost paid by the Company, as of the Termination Date, for Employee’s medical and dental coverage under the Company’s group health insurance plan, in effect as of the Termination Date, subject to all required withholding. Employee agrees to notify the Company within thirty (30) days after substantially similar health and welfare benefits become available to Employee from a subsequent employer; and (e) As of the day following the expiration of the revocation period referenced in Section 2.2, Employee will be deemed to have vested in all stock options under the Original Stock Option Award Documents that would otherwise have vested had Employee remained employed through August 4, 2019. You shall notify the Company promptly upon accepting employment with Employee will not further vest in any other person or entitystock options under the Original Stock Option Award Documents. The vested options shall be immediately exercisable in accordance with the applicable Original Stock Option Award Documents, but no later than three calendar days prior subject to commencing such employment, and at the same timeconditions as if the Employee had remained employed until August 4, you 2019. All such vested stock options shall notify remain exercisable until the Company whether you are eligible to receive health coverage in connection with such employmentstock option termination date. To All of the extent Employee’s stock options that were vested and exercisable as of the payment of any COBRA premiums pursuant to Termination Date shall remain exercisable until the foregoing clause (c) is taxable to you, any such payment shall be made to you on or before the last day of your taxable year following the taxable year in which the related expense was incurred, your right to payment expiration date of such premiums stock options. Except as otherwise expressly provided herein, all stock options shall not continue to be subject to liquidation or exchange for another benefit, and the amount of such benefits that you receive in one taxable year shall not affect the amount of such benefits that you receive in any other taxable year. You acknowledge that the Separation Benefits include payments that you would not otherwise be entitled to receive, now or in the future, without entering into this Agreement, and constitute valuable consideration for the promises and undertakings set forth in this AgreementOriginal Stock Option Award Documents.