Common use of Separation Date Clause in Contracts

Separation Date. Dell and Executive agree that Executive’s employment with Dell will end on February 2, 2018 (the “Separation Date”). Until the Separation Date, Executive’s responsibilities will be to perform duties and special projects consistent with Executive’s current position at Dell and as agreed to by Executive and ▇▇▇▇▇ ▇▇▇▇▇. Executive’s agreement shall not be unreasonably withheld. During this period, Executive will act in a professional manner and abide by the Non-Disparagement provision stated below, and shall receive the Base Salary which Executive currently receives and 401(k) and health and welfare benefits consistent with similarly-situated employees, for Executive and his spouse, from the date hereof through the Separation Date. Dell and Executive have agreed that Executive may perform much of his obligations through the Separation Date remotely, and Executive is not expected to be in the office regularly during this period, however Executive shall be available as reasonably required to attend meetings in Hopkinton, Massachusetts or otherwise as mutually agreed. Nothing in this Agreement confers upon Executive a right to be a continuing employee of Dell, or imposes on Dell an obligation to continue Executive’s employment relationship, if Executive violates any of the terms of this Agreement, any of the material provisions of Executive’s employment or other agreements with Dell, or Dell’s Code of Conduct in a manner which is not de minimis. Except as provided in the following sentence, if Executive’s employment is terminated by Dell for the reasons set forth in the prior sentence, Executive would be entitled to all consideration set forth in section 2 below, in which event all of the payments due to Executive under section 2 hereof would be paid based upon the number of days after the actual termination date rather than the Separation Date. If Executive’s employment is terminated before the Separation Date by Dell for Cause, as that term is defined in Executive’s Protection of Sensitive Information, Noncompete and Nonsolicitation Agreement (the “Noncompetition Agreement”), entered into between Executive and Dell on August 12, 2016, the payments set forth in Section 2 will be forfeited (except that any awards under the Dell Technologies Inc. 2013 Stock Incentive Plan (the “2013 Plan”) shall be governed in accordance with their terms), and Executive shall only receive those payments under the Noncompetition Agreement, as well as all other agreements with Dell, which Executive would be entitled to following a termination for Cause under the Noncompetition Agreement, including but not limited to any vested rights which Executive may have to any equity or 401k and health and welfare benefits plans, in which case the terms of such awards or plans shall control.

Separation Date. Dell and Executive The Parties agree that Executive’s employment with Dell will end on February 215, 2018 2023, unless otherwise accelerated to an earlier date by Executive or the Company (the last date of Executive’s employment, whether February 15, 2023, or an accelerated date, is the “Separation Date”). Until Executive understands that nothing in this Agreement is intended as an express or implied employment contract, nor is it intended to create a promise of continued employment. The period of time beginning when the Separation Date, Executive’s responsibilities will be to perform duties first of the Parties signs this Agreement and special projects consistent with Executive’s current position at Dell and as agreed to by Executive and ▇▇▇▇▇ ▇▇▇▇▇. Executive’s agreement shall not be unreasonably withheld. During this period, Executive will act in a professional manner and abide by the Non-Disparagement provision stated below, and shall receive the Base Salary which Executive currently receives and 401(k) and health and welfare benefits consistent with similarly-situated employees, for Executive and his spouse, from the date hereof through the Separation Date. Dell and Executive have agreed that Executive may perform much of his obligations through ending on the Separation Date remotelywill be called the “Transition Period.” During the Transition Period, the Company may, at its option and as determined in its sole discretion, either: (a) require Executive to continue to work as the Chief Administrative Officer of the Company and to devote his full time, attention, energy, and best professional efforts to the Company. Executive is also agrees to perform such functions as may be reasonably assigned to him by the Chief Executive Officer (“CEO”), Board of Directors, or his or its designee(s), so long as the duties assigned to him are either within the scope of his Chief Administrative Officer role or involve the transition of his duties to his permanent or temporary successor. Executive further agrees to cooperate with any transition of his duties as directed by the CEO or his designee(s); or 1 The written amendments to the Original Employment Agreement are dated July 11, 2018; January 5, 2019; April 16, 2020; September 17, 2020; January 3, 2021; February 3, 2021; and November 30, 2021. (b) require Executive to not expected to be in report to the office regularly and not perform any work during the Transition Period. If the Company selects this periodoption for the Transition Period, however the Company still must pay Executive shall be available his regular wages and provide him with all benefits he previously elected through February 15, 2023. The CEO or his designee(s) will inform Executive in writing of his role during the Transition Period and will instruct Executive as reasonably required to attend meetings in Hopkinton, Massachusetts or otherwise as mutually agreed. Nothing in this Agreement confers upon all aspects of his employment during the Transition Period and Executive a right agrees to be a continuing employee of Dell, or imposes on Dell an obligation to continue Executive’s employment relationship, if Executive violates any of the terms comply with all such instructions consistent with Paragraph 1 of this Agreement, any . Executive must also execute and submit the resignation letter attached as Exhibit B to this Agreement simultaneous with his execution of the material provisions of Executive’s employment or other agreements with Dell, or Dell’s Code of Conduct in a manner which is not de minimis. Except as provided in the following sentence, if Executive’s employment is terminated by Dell for the reasons set forth in the prior sentence, Executive would be entitled to all consideration set forth in section 2 below, in which event all of the payments due to Executive under section 2 hereof would be paid based upon the number of days after the actual termination date rather than the Separation Date. If Executive’s employment is terminated before the Separation Date by Dell for Cause, as that term is defined in Executive’s Protection of Sensitive Information, Noncompete and Nonsolicitation Agreement (the “Noncompetition this Agreement”), entered into between Executive and Dell on August 12, 2016, the payments set forth in Section 2 will be forfeited (except that any awards under the Dell Technologies Inc. 2013 Stock Incentive Plan (the “2013 Plan”) shall be governed in accordance with their terms), and Executive shall only receive those payments under the Noncompetition Agreement, as well as all other agreements with Dell, which Executive would be entitled to following a termination for Cause under the Noncompetition Agreement, including but not limited to any vested rights which Executive may have to any equity or 401k and health and welfare benefits plans, in which case the terms of such awards or plans shall control.

Separation Date. Dell In discussions with the Company, (i) you have resigned as Chief Executive Officer and Executive agree Chief Investment Officer of Assured Investment Management LLC (“AssuredIM”) effective as of the closing of the transaction contemplated by the Transaction Agreement dated as of April 5, 2023 among the Assured Guaranty US Holdings Inc., Sound Point Capital Management, LP, Sound Point GP Parent, LLC and AssuredIM and (ii) you and the Company have agreed that Executive’s you will resign as Chief Investment Officer and Head of Asset Management, and as an executive officer of the Company and its Affiliates, effective as of August 1, 2023 (the “Resignation Date”). Subject to the terms of this Agreement, during the period beginning on the Resignation Date and ending on March 1, 2024 (the “Termination Date” and the period between the Resignation Date and the Termination Date referred to as the “Transition Period”), you shall remain employed by the Company or one of its Affiliates as a non-executive officer with a title of Senior Managing Director, Alternative Investments. The effective date of your separation from all positions and employment with Dell the Company and its Affiliates will end on February 2be the Termination Date or, 2018 if earlier, the date your termination occurs for any other reason (the date of your termination referred to as the “Separation Date”). Until The offer to you set forth in this Agreement shall remain outstanding during the period described in the release of claims attached hereto as Exhibit A (the “First Release”), provided that the Company may, in its sole discretion, by written notice to you, extend this date. The release of claims attached hereto as Exhibit B (the “Second Release”) should be signed and returned to the Company on or after your Separation Date such that the Second Release becomes effective within the sixty-day period following your Separation Date; provided, Executive’s responsibilities will however, that the Second Release must be signed by someone with applicable authority to perform duties and special projects consistent sign on your behalf in the event of your death or Permanent Disability. You shall be considered to be Permanently Disabled if you become entitled to long-term disability benefits pursuant to any applicable long-term disability plan maintained by the Company or an Affiliate or, if no such long-term disability plan is maintained, if you would be treated as “disabled” in accordance with Executive’s current position at Dell and as agreed to by Executive and the provisions of Treas. Reg. §1.409A-3(i)(4). ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Executive’s agreement shall not be unreasonably withheld. During this period▇, Executive will act in a professional manner and abide by the Non-Disparagement provision stated below, and shall receive the Base Salary which Executive currently receives and 401(k) and health and welfare benefits consistent with similarly-situated employees, for Executive and his spouse, from the date hereof through the Separation Date. Dell and Executive have agreed that Executive may perform much of his obligations through the Separation Date remotely, and Executive is not expected to be in the office regularly during this period, however Executive shall be available as reasonably required to attend meetings in Hopkinton, Massachusetts or otherwise as mutually agreed. Nothing in this Agreement confers upon Executive a right to be a continuing employee of Dell, or imposes on Dell an obligation to continue Executive’s employment relationship, if Executive violates any of the terms of this Agreement, any of the material provisions of Executive’s employment or other agreements with Dell, or Dell’s Code of Conduct in a manner which is not de minimis. Except as provided in the following sentence, if Executive’s employment is terminated by Dell for the reasons set forth in the prior sentence, Executive would be entitled to all consideration set forth in section 2 below, in which event all of the payments due to Executive under section 2 hereof would be paid based upon the number of days after the actual termination date rather than the Separation Date. If Executive’s employment is terminated before the Separation Date by Dell for Cause, as that term is defined in Executive’s Protection of Sensitive Information, Noncompete and Nonsolicitation Agreement (the “Noncompetition Agreement”), entered into between Executive and Dell on August 12, 2016, the payments set forth in Section 2 will be forfeited (except that any awards under the Dell Technologies Inc. 2013 Stock Incentive Plan (the “2013 Plan”) shall be governed in accordance with their terms), and Executive shall only receive those payments under the Noncompetition Agreement, as well as all other agreements with Dell, which Executive would be entitled to following a termination for Cause under the Noncompetition Agreement, including but not limited to any vested rights which Executive may have to any equity or 401k and health and welfare benefits plans, in which case the terms of such awards or plans shall control▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ 08 Bermuda main ▇▇▇ ▇▇▇ ▇▇▇▇ fax ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Separation Date. Dell (a) The Company and Executive ▇▇▇▇▇▇ hereby agree that Executive’s ▇▇▇▇▇▇’▇ last day of employment with Dell the Company will end be on February 2March 15, 2018 2019 (the “Separation Date”). Until As of the Separation Date, Executive’s responsibilities the Employment Period will be to perform duties end as a result of ▇▇▇▇▇▇ having resigned from ▇▇▇▇▇▇’▇ employment by the Company without Good Reason, and special projects consistent with Executive’s current position at Dell and as agreed to the Company hereby waiving the ninety day written notice requirement by Executive ▇▇▇▇▇▇ set forth in Section 4(a) of the Employment Agreement for such a resignation by ▇▇▇▇▇▇. (b) The Company, LCC and ▇▇▇▇▇▇ hereby agree that, effective as of the Separation Date (without any further action on behalf of the Company, LCC or ▇▇▇▇▇. Executive’s agreement ▇): (i) ▇▇▇▇▇▇ shall cease to be an employee of the Company or any other Ladder Company, and, for purposes of the Employment Agreement, the Employment Period shall end on, and the Employment Termination Date shall be, the Separation Date; (ii) the Company shall thereafter (A) pay to ▇▇▇▇▇▇ any Base Salary earned and unpaid as of the Separation Date, and (B) in accordance with Section 3(g) of the Employment Agreement, reimburse ▇▇▇▇▇▇ for any out-of-pocket business expenses accrued and unreimbursed as of the Separation Date subject, in each case, to any required withholding; (iii) in accordance with the last sentence of Section 3(c) of the Employment Agreement, since ▇▇▇▇▇▇ has resigned his employment from ▇▇▇▇▇▇’▇ position as an employee of the Company effective on a date that is on or after the date five (5) years after the IPO Date and since as of the Separation Date ▇▇▇▇▇▇’▇ years of service with the Company plus ▇▇▇▇▇▇’▇ age equals at least 60, any and all unvested ▇▇▇▇▇▇ Equity Incentives that vest based on performance will continue to be outstanding from and after the Separation Date (and will not be forfeited on the Separation Date), and will be eligible to vest after the Separation Date based on the particular performance vesting criteria that is applicable to such unvested ▇▇▇▇▇▇ Equity Incentives; (iv) from and after the Separation Date, except as expressly provided in clause (ii) of this Section 1(b), and except as otherwise described in Section 2 hereof with respect to TH Company (as herein defined) becoming an advisor to the Company after the Separation Date pursuant to the Advisory Agreement (as herein defined), ▇▇▇▇▇▇ shall not be unreasonably withheldentitled to receive any compensation, payments or benefits of any nature whatsoever from the Company or any other Ladder Company (and, in particular, ▇▇▇▇▇▇ shall not receive any cash bonus or grant of restricted stock with respect to calendar year 2019 in connection with ▇▇▇▇▇▇ having been an employee of the Company for a portion of 2019 or any severance payments); and (v) ▇▇▇▇▇▇ shall be deemed to have resigned from all of his positions as an officer of each Ladder Company (including the Company) and from all of his positions as a member of the board of directors of each Ladder Company, if applicable. During this period, Executive will act in a professional manner and abide If requested by the Non-Disparagement provision stated belowCompany, ▇▇▇▇▇▇ will sign and shall receive the Base Salary which Executive currently receives and 401(k) and health and welfare benefits consistent with similarly-situated employees, for Executive and his spouse, from the date hereof through deliver written resignation statements evidencing such resignations by ▇▇▇▇▇▇ as of the Separation Date. Dell and Executive have agreed that Executive may perform much of his obligations through the Separation Date remotely, and Executive is not expected to be in the office regularly during this period, however Executive shall be available as reasonably required to attend meetings in Hopkinton, Massachusetts or otherwise as mutually agreed. Nothing in this Agreement confers upon Executive a right to be a continuing employee of Dell, or imposes on Dell an obligation to continue Executive’s employment relationship, if Executive violates any of the terms of this Agreement, any of the material provisions of Executive’s employment or other agreements with Dell, or Dell’s Code of Conduct in a manner which is not de minimis. Except as provided in the following sentence, if Executive’s employment is terminated by Dell for the reasons set forth in the prior sentence, Executive would be entitled to all consideration set forth in section 2 below, in which event all of the payments due to Executive under section 2 hereof would be paid based upon the number of days after the actual termination date rather than the Separation Date. If Executive’s employment is terminated before the Separation Date by Dell for Cause, as that term is defined in Executive’s Protection of Sensitive Information, Noncompete and Nonsolicitation Agreement (the “Noncompetition Agreement”), entered into between Executive and Dell on August 12, 2016, the payments set forth in Section 2 will be forfeited (except that any awards under the Dell Technologies Inc. 2013 Stock Incentive Plan (the “2013 Plan”) shall be governed in accordance with their terms), and Executive shall only receive those payments under the Noncompetition Agreement, as well as all other agreements with Dell, which Executive would be entitled to following a termination for Cause under the Noncompetition Agreement, including but not limited to any vested rights which Executive may have to any equity or 401k and health and welfare benefits plans, in which case the terms of such awards or plans shall control.

Separation Date. Dell (a) The parties acknowledge that you have resigned from your positions as Chief Executive Officer and Executive President of the Company and resigned from the Board of Directors of the Company, which resignations were accepted by the Company and effective as of May 27, 2020. The parties agree that Executiveyour resignation is not the result of any disagreement with the Company, the Board of Directors of the Company, or management, or any matter relating to the Company’s operations, policies or practices. (b) It is agreed that your last day of employment with Dell the Company will end on February 2be May 27, 2018 2020 (the “Separation Date”). Until . (c) On the next regularly scheduled payday following the Separation Date, Executive’s responsibilities you will be to perform duties and special projects consistent with Executive’s current position at Dell and as agreed to by Executive and ▇▇▇▇▇ ▇▇▇▇▇. Executive’s agreement shall not be unreasonably withheld. During this period, Executive will act in a professional manner and abide by the Non-Disparagement provision stated below, and shall receive the Base Salary which Executive currently receives and 401(k) and health and welfare benefits consistent with similarly-situated employees, for Executive and his spouse, from the date hereof your final paycheck reflecting employment through the Separation Date. Dell and Executive have agreed that Executive may perform much of his obligations through the Separation Date remotely, and Executive is not expected to be in the office regularly during this period, however Executive shall be available as reasonably required to attend meetings in Hopkinton, Massachusetts or otherwise as mutually agreed. Nothing in this Agreement confers upon Executive a right to be a continuing employee of Dell, or imposes on Dell an obligation to continue Executive’s employment relationship, if Executive violates any of the terms of this Agreement, any of the material provisions of Executive’s employment or other agreements with Dell, or Dell’s Code of Conduct in a manner which is not de minimis. Except as provided in the following sentence, if Executive’s employment is terminated by Dell for the reasons set forth in the prior sentence, Executive would be entitled to all consideration set forth in section 2 below, in which event all of the payments due to Executive under section 2 hereof would be paid based upon the number of days after the actual termination date rather than the Separation Date. If Executive’s employment is terminated before the Separation Date by Dell for Cause, as that term is defined in Executive’s Protection of Sensitive Information, Noncompete and Nonsolicitation Agreement (the “Noncompetition Agreement”), entered into between Executive and Dell on August 12, 2016, the payments set forth in Section 2 will be forfeited (except that any awards under the Dell Technologies Inc. 2013 Stock Incentive Plan (the “2013 Plan”) shall be governed in accordance with their terms), and Executive shall only receive those payments under the Noncompetition Agreement, as well as accrued but unused vacation, less applicable withholding taxes and deductions. In addition, you will be reimbursed for all other agreements with Dellcustomary and appropriate business-related expenses incurred by you prior to the Separation Date, which Executive would shall be entitled subject to following and paid in accordance with the Company’s standard expense reimbursement policies applicable to senior-level executives. (d) You acknowledge that, as of the Separation Date, you shall no longer serve as, and from that date shall not hold yourself out as, an officer, director, executive, member, trustee, representative, or agent of the Company or of any parent, subsidiary, or affiliate of the Company, and that you no longer have authority to act on behalf of or as a termination for Cause under legal representative of the Noncompetition AgreementCompany or any parent, including but not limited subsidiary, or affiliate of the Company. Moreover, on and after the Separation Date, you shall no longer serve or hold yourself out as an employee of the Company or any parent, subsidiary, or affiliate of the Company. (e) Except as expressly set forth herein, all Company-provided benefits will terminate on the Separation Date, subject to any vested rights which Executive may have to any equity or 401k and health and welfare benefits plans, in which case the terms of such awards the applicable benefit plans. Any accrued or vested amounts or benefits due to you will be treated in accordance with the applicable benefit plan, program, or policy. After the Separation Date, you may be eligible to elect continuation coverage under the Company’s group health insurance plans shall controlfor yourself, your spouse, and your eligible dependents, in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or applicable state law.

Separation Date. Dell Transition Employment Period; Final Base Salary and Executive agree that Executive’s Vacation Pay-Out. If you sign, date, and return this Agreement to the Company by 5 pm on March 26, 2018, your employment with Dell the Company will end on February 2effective as of May 31, 2018 (the “Separation Date”). Until During your continued employment from the date that you are provided this Agreement through the Separation Date (the “Transition Employment Period”), you will continue to report to the President and Chief Operating Officer (“COO”), and you will engage in such work activities, and operate in such capacity, as the COO directs. Effective as of April 2, 2018, your position title will change from EVP, R&D and CMO, to the title of EVP, Special Projects. You will continue to receive your regular base salary payments and the benefits coverage in which you are currently enrolled, and your equity awards will continue to vest on their normal schedules. You will be expected to work remotely on a regular basis, provided that, you will be available to come into the office if requested for in-person meetings or other in-person activities. During the Transition Employment Period, you must continue to act professionally and to maintain positive internal and external communications about your employment and planned departure from the Company (including complying with Sections 8 and 9 of this Agreement), and you must materially comply with the terms of this Agreement and all applicable policies and procedures; in the event that you fail to meet all of these requirements, then the Company may accelerate the Separation Date to an earlier date and you shall not be entitled to receive the Severance Benefits set forth herein. In addition, if you intend to commence employment with a new entity prior to June 1, 2018, you shall tender your resignation to the Company (providing at least ten (10) business days’ advance notice) and the Separation Date will be accelerated to the effective date of your resignation; if that occurs, you will remain eligible for the Severance Benefits, provided that the Severance Conditions (defined below) are fully satisfied. On the Separation Date, Executive’s responsibilities the Company will be pay your final base salary through the Separation Date and any accrued and unused vacation as of the Separation Date, subject to perform duties standard payroll deductions and special projects consistent with Executive’s current position at Dell and as agreed to by Executive and withholdings. March 24, 2018 ▇▇▇▇▇ ▇▇▇▇▇. Executive’s agreement shall not be unreasonably withheld. During this period, Executive will act in a professional manner and abide by the Non-Disparagement provision stated below, and shall receive the Base Salary which Executive currently receives and 401(k) and health and welfare benefits consistent with similarly-situated employees, for Executive and his spouse, from the date hereof through the Separation Date. Dell and Executive have agreed that Executive may perform much of his obligations through the Separation Date remotely, and Executive is not expected to be in the office regularly during this period, however Executive shall be available as reasonably required to attend meetings in Hopkinton, Massachusetts or otherwise as mutually agreed. Nothing in this Agreement confers upon Executive a right to be a continuing employee of Dell, or imposes on Dell an obligation to continue Executive’s employment relationship, if Executive violates any of the terms of this Agreement, any of the material provisions of Executive’s employment or other agreements with Dell, or Dell’s Code of Conduct in a manner which is not de minimis. Except as provided in the following sentence, if Executive’s employment is terminated by Dell for the reasons set forth in the prior sentence, Executive would be entitled to all consideration set forth in section 2 below, in which event all of the payments due to Executive under section 2 hereof would be paid based upon the number of days after the actual termination date rather than the Separation Date. If Executive’s employment is terminated before the Separation Date by Dell for Cause, as that term is defined in Executive’s Protection of Sensitive Information, Noncompete and Nonsolicitation Agreement (the “Noncompetition Agreement”), entered into between Executive and Dell on August 12, 2016, the payments set forth in Section 2 will be forfeited (except that any awards under the Dell Technologies Inc. 2013 Stock Incentive Plan (the “2013 Plan”) shall be governed in accordance with their terms), and Executive shall only receive those payments under the Noncompetition Agreement, as well as all other agreements with Dell, which Executive would be entitled to following a termination for Cause under the Noncompetition Agreement, including but not limited to any vested rights which Executive may have to any equity or 401k and health and welfare benefits plans, in which case the terms of such awards or plans shall control▇ 2.

Separation Date. Dell and Executive agree that ExecutiveEmployee’s employment with Dell will the Company shall end on February 2September 10, 2018 2022 (the “Separation Date”). Until As of the Separation Date, Executive’s responsibilities will Employee shall no longer be an employee of (or hold any other positions with) the Company and its affiliates. Employee agrees not to perform duties and special projects consistent with Executive’s current position at Dell and hold himself/herself out as agreed to by Executive and ▇▇▇▇▇ ▇▇▇▇▇. Executive’s agreement shall not be unreasonably withheld. During this perioda partner, Executive will act in a professional manner and abide by member, director, officer or employee of, or as otherwise affiliated with, the Non-Disparagement provision stated below, and shall receive the Base Salary which Executive currently receives and 401(kCompany or any of its affiliates (including on social media) and health and welfare benefits consistent with similarly-situated employees, for Executive and his spouse, from the date hereof through after the Separation Date. Dell and Executive have agreed that Executive Employee agrees to execute such documents promptly as may perform much be requested by the Company to evidence your separation from employment. Regardless of his obligations whether Employee signs this Agreement, Employee will receive a lump sum payment of all then outstanding final compensation earned through the Separation Date remotelyin accordance with applicable law, minus applicable federal, state and Executive is not expected to be local tax withholdings, for services performed for the Company through and including the Separation Date. Employee acknowledges and agrees that Employee shall submit any business expenses in accordance with Company policy within fifteen (15) days following the office regularly during this periodSeparation Date, however Executive which shall be available reimbursed in accordance with Company policy and regular payroll practices. Except as reasonably required to attend meetings in Hopkinton, Massachusetts or otherwise as mutually agreed. Nothing specifically set forth in this Agreement confers upon Executive a or as required under applicable law, and except as to any vested benefits under the Company’s 401(k) plan, Employee’s right to be a continuing employee of Dellto, or imposes on Dell an obligation to continue Executive’s employment relationshipand participation in, if Executive violates any all benefit plans of the Company shall terminate as of the Separation Date in accordance with the specific terms of each plan. To the extent Employee has any vested assets under the Company’s 401(k) plan, the status and treatment of any such assets shall be governed by the applicable terms of such plan. Employee acknowledges and agrees that, with Employee’s execution and effectuation of this Agreement, Employee is waiving for all purposes any Claim for additional employment-related compensation of any kind except as specifically set forth herein. (a) Employee agrees that he will hold the title of Chief Financial Officer and perform all current duties and responsibilities of the material provisions role at least until August 15, 2022. The Company does have the option of Executive’s employment or other agreements with Dell, or Dell’s Code of Conduct in a manner which is removing the title prior to that date; this will not de minimis. Except as provided in the following sentence, if Executive’s employment is terminated by Dell for the reasons set forth in the prior sentence, Executive would be entitled to all consideration set forth in section 2 below, in which event all of the payments due to Executive under section 2 hereof would be paid based upon the number of days after the actual impact termination date rather than the Separation Date. If Executive’s employment is terminated before the Separation Date by Dell for Cause, as that term is defined in Executive’s Protection of Sensitive Information, Noncompete and Nonsolicitation Agreement (the “Noncompetition Agreement”), entered into between Executive and Dell on August 12, 2016, the payments set forth in Section 2 will be forfeited (except that any awards under the Dell Technologies Inc. 2013 Stock Incentive Plan (the “2013 Plan”) shall be governed in accordance with their terms), and Executive shall only receive those payments under the Noncompetition Agreement, as well as all other agreements with Dell, which Executive would be entitled to following a termination for Cause under the Noncompetition Agreement, including but not limited to any vested rights which Executive may have to any equity or 401k and health and welfare benefits plans, in which case the terms of such awards or plans shall controlseverance payments.

Separation Date. Dell a) Employee will remain employed as Executive Vice President, Chief Legal Officer and Executive agree that Executive’s Secretary and will relocate to Minnesota. Employee's last day of employment will be the earlier of the date on which a replacement Chief Legal Officer begins employment with Dell will end on February 2the Company or December 31, 2018 2021 (the “"Separation Date”"). Until The Company will provide Employee with no less than 30 days' notice of the Separation Date (the "Notice Period") (Employee may be relieved of all duties and responsibilities during the Notice Period in the Company's discretion) and Employee will retire from the Company effective on the day following the Separation Date. Regardless of whether Employee executes this Agreement (or revokes this Agreement), Employee will receive through the Separation Date (i) Employee's current base salary (based on Employee's annual salary of $488,000.00, in accordance with the Company's normal payroll practices, less applicable taxes, withholdings and other deductions, including any amounts owed to the Company by Employee for personal expenses as may be permitted by applicable law (as to which Employee expressly authorizes and consents), (ii) reimbursement for all business expenses incurred in accordance with Company policy prior to the Separation Date, Executive’s responsibilities will be to perform duties and special projects consistent with Executive’s current position at Dell and as agreed to by Executive and ▇▇▇▇▇ ▇▇▇▇▇. Executive’s agreement shall not be unreasonably withheld. During this period(iii) all health, Executive will act in a professional manner and abide by the Non-Disparagement provision stated belowdisability, life, and shall receive accident insurance benefits as are enjoyed generally by employees of comparable rank of the Base Salary Company, as well as any other vested and accrued rights as of the Separation Date under any other employee benefit plans in which Executive currently receives and 401(k) and health and welfare benefits consistent with similarly-situated employees, for Executive and his spouse, from the date hereof through Employee participated prior to the Separation Date. Dell The Company agrees that Employee is eligible to retire and Executive have agreed that Executive may perform much of his obligations through that, for all purposes as it relates to the Company, employee will be considered retired effective the day after the Separation Date remotely, and Executive is not expected will be eligible to be receive all available retirement benefits as described in the office regularly during this period, however Executive shall be available applicable Company benefit plans and award agreements. b) Effective as reasonably required to attend meetings in Hopkinton, Massachusetts or otherwise as mutually agreed. Nothing in this Agreement confers upon Executive a right to be a continuing employee of Dell, or imposes on Dell an obligation to continue Executive’s employment relationship, if Executive violates any of the terms of this AgreementSeparation Date, Employee's vacation accrual will cease. Any accrued, yet untaken, vacation days including any of the material provisions of Executive’s employment or other agreements with Delldays which were rolled over from a previous calendar year, or Dell’s Code of Conduct in a manner which is not de minimis. Except as provided in the following sentence, if Executive’s employment is terminated by Dell for the reasons set forth in the prior sentence, Executive would be entitled to all consideration set forth in section 2 below, in which event all of the payments due to Executive under section 2 hereof would will be paid based upon to the number of days after Employee on the actual termination date rather than next regularly scheduled payday following the Separation Date. If Executive’s employment is terminated before The amount will be paid less applicable taxes, withholdings and other deductions, including any amounts owed to the Company by Employee for personal expenses as may be permitted by applicable law. c) All other Company benefits will also cease on the Separation Date by Dell for CauseDate, as that term is defined in Executive’s Protection of Sensitive Informationincluding, Noncompete without limitation, Employee's medical, dental and Nonsolicitation Agreement (the “Noncompetition Agreement”)vision benefits. Employee and Employee's dependents, entered into between Executive and Dell on August 12if any, 2016, the payments set forth in Section 2 will be forfeited (except that any awards under the Dell Technologies Inc. 2013 Stock Incentive Plan (the “2013 Plan”) shall be governed in accordance with their terms), and Executive shall only receive those payments under the Noncompetition Agreement, as well as all other agreements with Dell, which Executive would be entitled to following a termination for Cause elect medical, dental, and vision benefit continuation coverage pursuant to federal law (COBRA) under the Noncompetition Agreementmedical, including but not limited to any vested rights which Executive may have to any equity or 401k dental, and health and welfare benefits plans, vision insurance benefit plan(s) in which case Employee was participating as of the terms Separation Date. Information pertaining to Employee's continuation of such awards or plans shall controlcoverage pursuant to COBRA will be provided under separate cover.

Separation Date. Dell and Executive agree The parties acknowledge that Executivethe termination of the Employee’s employment has been independently initiated by the Company pursuant to its executive succession planning, and not at the request of the Employee, and is intended to constitute an “involuntary separation from service” for purposes of Section 409A of the Internal Revenue Code of 1986 as amended (“Section 409A”). At the separation date, Employee’s employment will terminate. Termination on the Separation Date (i) will constitute a termination by the Company without “Cause” for purposes of the Amended and Restated Executive Severance Agreement between you and the Company dated as of December 31, 2008, as amended as of June 1, 2018 (the “Severance Agreement”), the Amended and Restated Executive Deferred Compensation Agreement between the Company and Employee dated as of December 31, 2007, as amended as of December 31, 2020 (the EDCA”), the Management Incentive Compensation Plan (“MICP”), any outstanding equity grants, and any other agreement between the Company and the Employee, (ii) the Employee will be entitled to receive the termination-related compensation and benefits provided for in Section 3(e) and 4 (d) of the Severance Agreement. The parties acknowledge that any notice requirements pursuant to the terms of the Severance Agreement or the EDCA have been made and are satisfied by virtue of this Agreement. You and the Company have agreed that your role as Executive Vice President, Human Resources and Communications ended effective January 13, 2022, at which time you agreed to serve in a transitional role as Executive Vice President, Chief of Staff to support the Company’s implementation of its succession plans. Your employment in this transitional role with Dell the Company will end on February 2May 31, 2018 2022 (the “Separation Date”). Until In addition, as of the Separation Date, Executive’s responsibilities will be you shall, and by execution of this Agreement you hereby, resign from any and all officer positions or directorships you may hold with the Company or any subsidiary or affiliate of the Company. You hereby agree to perform duties execute and special projects consistent with Executive’s current position at Dell deliver to the Company any and as agreed all additional documentation the Company may deem necessary or appropriate to by Executive and ▇▇▇▇▇ ▇▇▇▇▇. Executive’s agreement shall not be unreasonably withheld. During this period, Executive will act in a professional manner and abide effectuate such resignations upon request by the Non-Disparagement provision stated belowCompany, and but you shall receive the Base Salary which Executive currently receives and 401(k) and health and welfare benefits consistent with similarly-situated employees, be treated for Executive and his spouse, from the date hereof through all purposes as having so resigned upon the Separation Date. Dell and Executive have agreed that Executive may perform much , regardless of his obligations through the Separation Date remotely, and Executive is not expected to be in the office regularly during this period, however Executive shall be available as reasonably required to attend meetings in Hopkinton, Massachusetts when or otherwise as mutually agreed. Nothing in this Agreement confers upon Executive a right to be a continuing employee of Dell, or imposes on Dell an obligation to continue Executive’s employment relationship, if Executive violates whether you execute any of the terms of this Agreement, any of the material provisions of Executive’s employment or other agreements with Dell, or Dell’s Code of Conduct in a manner which is not de minimis. Except as provided in the following sentence, if Executive’s employment is terminated by Dell for the reasons set forth in the prior sentence, Executive would be entitled to all consideration set forth in section 2 below, in which event all of the payments due to Executive under section 2 hereof would be paid based upon the number of days after the actual termination date rather than the Separation Date. If Executive’s employment is terminated before the Separation Date by Dell for Cause, as that term is defined in Executive’s Protection of Sensitive Information, Noncompete and Nonsolicitation Agreement (the “Noncompetition Agreement”), entered into between Executive and Dell on August 12, 2016, the payments set forth in Section 2 will be forfeited (except that any awards under the Dell Technologies Inc. 2013 Stock Incentive Plan (the “2013 Plan”) shall be governed in accordance with their terms), and Executive shall only receive those payments under the Noncompetition Agreement, as well as all other agreements with Dell, which Executive would be entitled to following a termination for Cause under the Noncompetition Agreement, including but not limited to any vested rights which Executive may have to any equity or 401k and health and welfare benefits plans, in which case the terms of such awards or plans shall controladditional documentation.

Separation Date. Dell and Executive agree that Executive’s Your employment with Dell will the Company shall end by your voluntary resignation effective as of the close of business on February 2, 2018 the date this Agreement is signed by you as set forth beneath your signature below (the “Separation Date”). Until Such resignation shall constitute a “Termination Without Good Reason” of the Amended and Restated Employment Agreement between you and the Company dated January 1, 2011 (the “Employment Agreement”) under Section 7(c) of the Employment Agreement. The Company has agreed to waive the 120-day notice period for a Termination Without Good Reason under Section 6(f) of the Employment Agreement. Any position you hold as an officer, manager, director, member of the Board of Directors, agent or in any other capacity of the Company or any of its affiliates (the “Affiliates”), or as a trustee or fiduciary of any employee benefit plans covering employees or other service providers of the Company or any of its Affiliates, shall also end by your voluntary resignation effective as of the Separation Date. Simultaneously with your signing of this Agreement you will sign a letter effectuating such voluntary resignations in the form attached hereto as Exhibit A. You further agree to sign such other documents as the Company may reasonably request to effect such voluntary resignations. You represent, acknowledge and agree that your voluntary resignation from the Board of Directors of the Company is not because of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices for purposes of Item 5.02 of the Company’s Form 8-K to be filed with the Securities and Exchange Commission. As used in this Agreement, “Affiliates” of the Company shall include, without limitation, Approach Oil & Gas Inc., Approach Operating, LLC, Approach Delaware, LLC, Approach Resources I, LP, Approach Services, LLC and Approach Midstream Holdings, LLC, and each of their respective predecessors, successors, parents, subsidiaries, divisions and other affiliated companies. On and after the Separation Date, Executiveyou shall no longer enter or have access to the Company’s responsibilities will be offices or facilities, except to the extent requested by the Board or the Company in order to perform duties and special projects consistent with Executive’s current position at Dell and as agreed to by Executive and ▇▇▇▇▇ ▇▇▇▇▇. Executive’s agreement shall not be unreasonably withheld. During this period, Executive will act in a professional manner and abide by the Non-Disparagement provision stated below, and shall receive the Base Salary which Executive currently receives and 401(k) and health and welfare benefits consistent with similarly-situated employees, for Executive and his spouse, from the date hereof through the Separation Date. Dell and Executive have agreed that Executive may perform much of his obligations through the Separation Date remotely, and Executive is not expected to be in the office regularly during this period, however Executive shall be available as reasonably required to attend meetings in Hopkinton, Massachusetts or otherwise as mutually agreed. Nothing in this Agreement confers upon Executive a right to be a continuing employee of Dell, or imposes on Dell an your obligation to continue Executive’s employment relationship, if Executive violates any of the terms cooperate under Section 11 of this Agreement, any of or to perform the material provisions of Executive’s employment or other agreements with Dell, or Dell’s Code of Conduct in a manner which is not de minimis. Except as provided in consulting services pursuant to the following sentence, if Executive’s employment is terminated by Dell for the reasons set forth in the prior sentence, Executive would be entitled to all consideration set forth in section 2 below, in which event all of the payments due to Executive under section 2 hereof would be paid based upon the number of days after the actual termination date rather than the Separation Date. If Executive’s employment is terminated before the Separation Date by Dell for Cause, as that term is defined in Executive’s Protection of Sensitive Information, Noncompete and Nonsolicitation Consulting Agreement (the “Noncompetition Agreement”), entered into between Executive and Dell on August 12, 2016, the payments set forth described in Section 2 will be forfeited (except that any awards under the Dell Technologies Inc. 2013 Stock Incentive Plan (the “2013 Plan”) shall be governed in accordance with their terms), and Executive shall only receive those payments under the Noncompetition 4 of this Agreement, as well as all other agreements with Dell, which Executive would be entitled to following a termination for Cause under the Noncompetition Agreement, including but not limited to any vested rights which Executive may have to any equity or 401k and health and welfare benefits plans, in which case the terms of such awards or plans shall control.

Separation Date. Dell and Executive agree that Executive’s employment with Dell will end Upon delivery to Employee of this Agreement, executed on February 2, 2018 behalf of Employer on the date hereof (the “Separation Date”). Until the Separation Date, Executive’s responsibilities Employee will be to perform duties and special projects consistent with Executive’s current position at Dell resign as an employee and as agreed to by Chief Executive and ▇▇▇▇▇ ▇▇▇▇▇. Executive’s agreement shall not be unreasonably withheld. During this period, Executive will act in a professional manner and abide by the Non-Disparagement provision stated below, Officer of Employer and shall resign from Employer’s board of directors and as Chairman of the board of directors effective upon the expiration of the seven (7) day period described in Section 12 below and Employee’s receipt of the severance payment described in Section 2(a) below (the date on which such seven day period expires and such payment is received is hereinafter referred to as the “Effective Date”). Employee shall receive the Base Salary which Executive currently receives his regular compensation and 401(k) and health and welfare benefits consistent with similarly-situated employeesbusiness expense reimbursements through June 16, for Executive 2003 and his spouseregular benefits through June 30, from the date hereof through the Separation Date2003. Dell and Executive have agreed that Executive may perform much Payment of his obligations Employee’s regular compensation through the Separation Date remotelyshall be made on the earlier to occur of (i) Employer’s regularly scheduled payroll date for its executive employees and (ii) the Effective Date. Upon the Effective Date, the Employment Agreement shall be terminated in all respects and Employee’s rights to wage continuation and benefits entitlements thereafter shall be governed solely by this Agreement. Employee’s resignation letter will state that he is resigning due to “differences over the strategic direction of the Company.” Employer will issue a press release announcing Employee’s resignation substantially in the form attached as Exhibit A hereto. Other than through the press release attached as Exhibit A, or in Employer’s public filings with the Securities and Exchange Commission (in which this Agreement may be attached as an exhibit and which may include a fair and accurate summary thereof without any embellishing comments or other remarks) neither party shall communicate or disclose the terms of this Agreement to any persons except as described in such press release or public filings, and Executive is not expected except to members of Employee’s immediate family, employees who have a need to know and directors of Employer, a party’s attorney, accountant and/or tax consultant, state and federal tax authorities or other persons as may be in required by court order, by the office regularly during this period, however Executive shall be available as reasonably required to attend meetings in Hopkinton, Massachusetts or otherwise as mutually agreed. Nothing in this Agreement confers upon Executive proper inquiry of a right to be a continuing employee of Dellgovernmental agency, or imposes on Dell an obligation any other applicable law, including securities laws, or as necessary or advisable to continue Executive’s employment relationship, if Executive violates any of seek to enforce or challenge the terms of this Agreement, any of the material provisions of Executive’s employment or other agreements with Dell, or Dell’s Code of Conduct in a manner which is not de minimis. Except as provided in the following sentence, if Executive’s employment is terminated by Dell for the reasons set forth in the prior sentence, Executive would be entitled to all consideration set forth in section 2 below, in which event all of the payments due to Executive under section 2 hereof would be paid based upon the number of days after the actual termination date rather than the Separation Date. If Executive’s employment is terminated before the Separation Date by Dell for Cause, as that term is defined in Executive’s Protection of Sensitive Information, Noncompete and Nonsolicitation Agreement (the “Noncompetition Agreement”), entered into between Executive and Dell on August 12, 2016, the payments set forth in Section 2 will be forfeited (except that any awards under the Dell Technologies Inc. 2013 Stock Incentive Plan (the “2013 Plan”) shall be governed in accordance with their terms), and Executive shall only receive those payments under the Noncompetition Agreement, as well as all other agreements with Dell, which Executive would be entitled to following a termination for Cause under the Noncompetition Agreement, including but not limited to any vested rights which Executive may have to any equity or 401k and health and welfare benefits plans, in which case the terms of such awards or plans shall control.

Separation Date. Dell and Executive agree a. You have informed the Company that Executive’s your voluntary separation date, which shall be your last day of employment with Dell the Company, will end on February 2be July 31, 2018 2010 (the “Separation Date”). Until the Separation Date, Executive’s responsibilities will be to perform duties and special projects consistent with Executive’s current position at Dell and as agreed to by Executive and ▇▇▇▇▇ ▇▇▇▇▇. Executive’s agreement shall not be unreasonably withheld. During this period, Executive will act in a professional manner and abide by the Non-Disparagement provision stated below, and shall receive the Base Salary which Executive currently receives and 401(k) and health and welfare benefits consistent with similarly-situated employees, for Executive and his spouse, from From the date hereof through the Separation Date (the “Notice Period”), you shall continue to be an employee of the Company, the Company will, during the Notice Period, continue to pay you your regular base pay, your fiscal year 2010 bonus (as previously determined by the Governance and Compensation Committee) and continue to provide you with those benefits that you were eligible to receive prior to the date hereof. During the Notice Period the Company may, at its sole discretion, choose to discontinue or otherwise limit your access to confidential information and/or elect to: (i) require you to continue to perform your regular and/or comparable alternative duties; (ii) require you to discontinue your duties, in whole or in part; and/or (iii) require you to aid and assist in a reasonable manner with the transition process associated with your departure. b. After the Separation Date, you shall remain a member of the Board of Directors of the Company through your current term of service, but you shall no longer be an employee or an executive officer of the Company. Dell The Separation Date shall be the termination date of your employment for purposes of your Employment Agreement dated November 30, 2007 and Executive have agreed that Executive may perform much for purposes of his obligations participation in and coverage under all benefit/pension plans and programs sponsored by or through the Company. You agree to submit all requests for reimbursable business expenses incurred as an employee prior to the Separation Date remotely, and Executive is not expected to for reimbursement no later than one month following the Separation Date (all such reimbursement requests shall otherwise be in accordance with Company’s usual guidelines and practices). c. Except as otherwise expressly provided for herein, you affirm that you have been paid and/or have received all base pay, bonuses, severance and/or benefits to which you may have been entitled during the office regularly during this periodperiod of employment with the Company, however Executive including any payments or benefits you may have been entitled to and you shall not be available as reasonably required entitled to attend meetings in Hopkintonany other compensation, Massachusetts severance, equity or otherwise as mutually agreed. Nothing in this Agreement confers upon Executive a right to be a continuing employee option payments, incentives, bonuses, awards or any other form of Dell, payment or imposes on Dell an obligation to continue Executive’s employment relationship, if Executive violates benefits from any of the terms of Company, either with respect to prior years or service or your employment in 2010. Notwithstanding the foregoing, you shall remain entitled to (i) your restricted stock and option awards to the extent vested as provided for under this AgreementAgreement or otherwise, and (ii) your accrued and vested balance in the Company’s non qualified and unfunded deferred compensation plan (the “Deferral Plan”), and any of the material provisions of Executive’s employment or other agreements with Dell, or Dell’s Code of Conduct in a manner which is not de minimisaccrued and vested rights you may have under any other plans. Except as otherwise provided in herein, your rights with respect to the following sentence, if Executive’s employment is terminated by Dell for the reasons set forth in the prior sentence, Executive would be entitled to all consideration set forth in section 2 below, in which event all exercise of the payments due to Executive under section 2 hereof would be paid based upon the number of days after the actual termination date rather than the Separation Date. If Executive’s employment is terminated before the Separation Date by Dell for Cause, as that term is defined in Executive’s Protection of Sensitive Information, Noncompete and Nonsolicitation Agreement (the “Noncompetition Agreement”), entered into between Executive and Dell on August 12, 2016, the payments set forth in Section 2 will be forfeited (except that any awards under the Dell Technologies Inc. 2013 Stock Incentive Plan (the “2013 Plan”) vested stock options shall be governed by the terms of the applicable option grant and plan. Amounts payable to you under the Deferral Plan shall be paid to you in accordance with their terms), your prior election and Executive shall only receive those payments under the Noncompetition Agreement, as well as all other agreements with Dell, which Executive would be entitled otherwise subject to following a termination for Cause under the Noncompetition Agreement, including but not limited to any vested rights which Executive may have to any equity or 401k and health and welfare benefits plans, in which case the terms of such awards or plan. For purposes of the Paychex, Inc. 401(k) Retirement Plan, you will be considered a terminated employee as of your Separation Date. All of the terms and conditions of the Company’s benefit plans shall controlwill continue to be governed by the controlling plan documents.

Separation Date. Dell and Executive You agree that Executive’s your last day of employment with Dell the Catalent Group will end on February 2be April 9, 2018 2010 (the “Separation Date”) and following such date you will cease to be an officer or employee of the Catalent Group. In addition, effective February 10, 2010, you ceased serving as Chairman and a director of the Board of Directors of each of Holdings and Catalent Pharma Solutions Inc. (“Catalent”). Until Following the Separation Date, Executive’s responsibilities subject to (x) receipt of this fully-executed Agreement and the receipt and non-revocation of the release of claims attached hereto as Exhibit A (the “Release”) and (y) your adherence to the restrictive covenants (the “Restrictive Covenants”) contained in Sections 8 and 9 of the employment agreement, dated April 19, 2007, between you and Holdings (the “Employment Agreement”), you will be paid an aggregate amount of $400,000 in severance (the “Severance Benefit”), payable in equal monthly installments over a one (1) year period following the Separation Date (the “Severance Period”). The first installment payment of the Severance Benefit will be paid to perform duties you on the first regular payroll date that occurs after the Separation Date; provided, however, that Holdings reserves the right to cease paying the Severance Benefit and special projects consistent with Executive’s you will be obligated to repay any such amounts to Holdings already paid if you fail to execute and not revoke the Release within the periods provided for in this Agreement and the Release. The Severance Benefit consists of your current position at Dell and as agreed annual salary ($200,000) plus your target bonus ($200,000). In addition to by Executive and ▇▇▇▇▇ ▇▇▇▇▇. Executive’s agreement shall not be unreasonably withheld. During this period, Executive will act in a professional manner and abide by the Non-Disparagement provision stated belowSeverance Benefit, and shall irrespective of (x) furnishing the Release and (y) adherence to the Restrictive Covenants, you will be entitled to receive the Base Salary which Executive currently receives and 401(k(i) and health and welfare benefits consistent with similarly-situated employees, for Executive and his spouse, from the date hereof any accrued but unpaid base salary earned through the Separation Date. Dell and Executive have agreed that Executive may perform much of his obligations through the Separation Date remotely, and Executive is not expected (ii) any accrued but unpaid annual bonus you were eligible to be in the office regularly during this period, however Executive shall be available as reasonably required receive pursuant to attend meetings in Hopkinton, Massachusetts or otherwise as mutually agreed. Nothing in this Agreement confers upon Executive a right to be a continuing employee of Dell, or imposes on Dell an obligation to continue Executive’s employment relationship, if Executive violates any of the terms of this Agreementthe Employment Agreement earned for any previously completed fiscal year, any which bonus, if any, will be paid to you within two and one half months after the end of the material provisions applicable fiscal year, (iii) reimbursement, within sixty (60) days following submission by you to Holdings of Executive’s employment or other agreements appropriate supporting documentation, for any unreimbursed business expenses properly incurred by you in accordance with Dell, or Dell’s Code of Conduct in a manner which is not de minimis. Except as provided in the following sentence, if Executive’s employment is terminated by Dell for the reasons set forth in the Holdings’ policy prior sentence, Executive would be entitled to all consideration set forth in section 2 below, in which event all of the payments due to Executive under section 2 hereof would be paid based upon the number of days after the actual termination date rather than the Separation Date. If Executive’s employment is terminated before , provided claims for such reimbursement (accompanied by appropriate supporting documentation) are submitted to Holdings within ninety (90) days following the Separation Date by Dell for CauseDate, (iv) such employee benefits, if any, as that term is defined in Executive’s Protection to which you may be entitled under the employee benefit plans of Sensitive InformationHoldings (collectively, Noncompete and Nonsolicitation Agreement (the “Noncompetition AgreementAccrued Rights”), entered into between Executive and Dell on August 12, 2016, the payments set forth in Section 2 will be forfeited (except that any awards under the Dell Technologies Inc. 2013 Stock Incentive Plan (the “2013 Plan”) shall be governed in accordance with their terms), and Executive shall only receive those payments under the Noncompetition Agreement, as well as all other agreements with Dell, which Executive would be entitled to following a termination for Cause under the Noncompetition Agreement, including but not limited to any vested rights which Executive may have to any equity or 401k and health and welfare benefits plans, in which case the terms of such awards or plans shall control.

Separation Date. Dell and Executive agree that The Executive’s employment with Dell will end on February 2terminate effective upon the later of (x) August 15, 2018 2020, and (y) the date the Executive’s appointed successor assumes the role of Chief Financial Officer of the Company (the actual date of the Executive’s termination of employment, the “Separation Date”); provided, that the Separation Date shall be no later than December 31, 2020. Until Prior to the Separation Date, the Executive shall continue to be employed pursuant to the Employment Agreement, provided that if, prior to the Separation Date, the Executive resigns from employment without “Good Reason” (as defined in the Employment Agreement) or “Cause” (as defined in the Employment Agreement) occurs, then the provisions in this Agreement related to the Consulting Period and the compensation and benefits provided in Section 3 hereof shall have no effect. If, prior to August 15, 2020, the Executive is terminated by the Company without Cause or resigns for Good Reason, then the provisions in this Agreement related to the Consulting Period shall have no effect and the provisions of Section 3 in this Agreement shall apply as though the Separation Date occurred on August 15, 2020, including for purposes of prorating any payments provided in Section 3. If the Executive is terminated by the Company without Cause or resigns for Good Reason on or after August 15, 2020, then the provisions in this Agreement related to the Consulting Period shall have no effect and the provisions of Section 3 in this Agreement shall apply as though the Separation Date occurred on the actual date of the Executive’s responsibilities termination of employment, including for purposes of prorating any payments provided in of Section 3. The Parties acknowledge and agree that (i) the Separation will be to perform duties effective as of the Separation Date, and special projects consistent with Executive’s current position at Dell (ii) the Employment Agreement shall be terminated in its entirety and have no further effect as of the Separation Date, except for those provisions that expressly survive termination and as agreed to otherwise provided by this Agreement. The Parties agree that, following the Effective Date, the Executive and ▇▇▇▇▇ ▇▇▇▇▇. Executive’s agreement shall not be unreasonably withheld. During this period, Executive will act in a professional manner and abide by entitled to any severance or other post-employment compensation pursuant to the Non-Disparagement provision stated below, and shall receive the Base Salary which Executive currently receives and 401(k) and health and welfare benefits consistent with similarly-situated employees, for Executive and his spouse, from the date hereof through the Separation Date. Dell and Executive have agreed that Executive may perform much of his obligations through the Separation Date remotely, and Executive is not expected to be in the office regularly during this period, however Executive shall be available as reasonably required to attend meetings in Hopkinton, Massachusetts Employment Agreement or otherwise in connection with the Executive’s termination of employment, except as mutually agreed. Nothing expressly provided in this Agreement confers upon Executive a right to be a continuing employee of Dell, or imposes on Dell an obligation to continue Executive’s employment relationship, if Executive violates any of the terms of this Agreement, any of the material provisions of Executive’s employment or other agreements with Dell, or Dell’s Code of Conduct in a manner which is not de minimis. Except as provided in the following sentence, if Executive’s employment is terminated by Dell for the reasons set forth in the prior sentence, Executive would be entitled to all consideration set forth in section 2 below, in which event all of the payments due to Executive under section 2 hereof would be paid based upon the number of days after the actual termination date rather than the Separation Date. If Executive’s employment is terminated before the Separation Date by Dell for Cause, as that term is defined in Executive’s Protection of Sensitive Information, Noncompete and Nonsolicitation Agreement (the “Noncompetition Agreement”), entered into between Executive and Dell on August 12, 2016, the payments set forth in Section 2 will be forfeited (except that any awards under the Dell Technologies Inc. 2013 Stock Incentive Plan (the “2013 Plan”) shall be governed in accordance with their terms), and Executive shall only receive those payments under the Noncompetition Agreement, as well as all other agreements with Dell, which Executive would be entitled to following a termination for Cause under the Noncompetition Agreement, including but not limited to any vested rights which Executive may have to any equity or 401k and health and welfare benefits plans, in which case the terms of such awards or plans shall control.

Separation Date. Dell and Executive agree that Executive’s Your employment with Dell will the Company shall end by your voluntary resignation effective as of the close of business on February 2the earlier of (i) the date that is six (6) months from the Effective Date (as defined in Section 22 of this Agreement); or (ii) the date the Company, 2018 in its discretion, terminates your employment (such date, the “Separation Date”). Until Such resignation shall constitute a “Termination Without Good Reason” of the Amended and Restated Employment Agreement between you and the Company dated January 1, 2011, as amended (the “Employment Agreement”), under Section 7(c) of the Employment Agreement. Any position you hold as an officer, manager, director, agent or in any other capacity of the Company or any of its affiliates (“Affiliates”), or as a trustee or fiduciary of any employee benefit plans covering employees or other service providers of the Company or any of its Affiliates, shall also end by your voluntary resignation effective as of the Separation Date. You will sign a letter evidencing such voluntary resignations, effective as of the Separation Date, Executive’s responsibilities in the form attached hereto as Exhibit A; provided that your voluntary resignation as an officer of the Company or any of its Affiliates and as a trustee or fiduciary of any employee benefit plans covering employees or other service providers of the Company or any of its Affiliates will be effective as of the Separation Date regardless of whether or when such letter is executed and delivered. You further agree to perform duties sign such other documents as the Company may request to effectuate such voluntary resignations. As used in this Agreement, “Affiliates” of the Company shall include, without limitation, Approach Oil & Gas Inc., Approach Operating, LLC, Approach Delaware, LLC, Approach Resources I, LP, Approach Services, LLC and special projects consistent with Executive’s current position at Dell and as agreed to by Executive and ▇▇▇▇▇ ▇▇▇▇▇. Executive’s agreement shall not be unreasonably withheld. During this periodApproach Midstream Holdings, Executive will act in a professional manner and abide by the Non-Disparagement provision stated belowLLC, and shall receive the Base Salary which Executive currently receives each of their respective predecessors, successors, parents, subsidiaries, divisions and 401(k) other affiliated companies. On and health and welfare benefits consistent with similarly-situated employees, for Executive and his spouse, from the date hereof through after the Separation Date. Dell and Executive , you shall no longer enter or have agreed that Executive may access to the Company’s offices or facilities, except to the extent requested by the Board or the Company in order to perform much of his obligations through the Separation Date remotely, and Executive is not expected to be in the office regularly during this period, however Executive shall be available as reasonably required to attend meetings in Hopkinton, Massachusetts or otherwise as mutually agreed. Nothing in this Agreement confers upon Executive a right to be a continuing employee of Dell, or imposes on Dell an your obligation to continue Executive’s employment relationship, if Executive violates any of the terms cooperate under Section 12 of this Agreement, any of the material provisions of Executive’s employment or other agreements with Dell, or Dell’s Code of Conduct in a manner which is not de minimis. Except as provided in the following sentence, if Executive’s employment is terminated by Dell for the reasons set forth in the prior sentence, Executive would be entitled to all consideration set forth in section 2 below, in which event all of the payments due to Executive under section 2 hereof would be paid based upon the number of days after the actual termination date rather than the Separation Date. If Executive’s employment is terminated before the Separation Date by Dell for Cause, as that term is defined in Executive’s Protection of Sensitive Information, Noncompete and Nonsolicitation Agreement (the “Noncompetition Agreement”), entered into between Executive and Dell on August 12, 2016, the payments set forth in Section 2 will be forfeited (except that any awards under the Dell Technologies Inc. 2013 Stock Incentive Plan (the “2013 Plan”) shall be governed in accordance with their terms), and Executive shall only receive those payments under the Noncompetition Agreement, as well as all other agreements with Dell, which Executive would be entitled to following a termination for Cause under the Noncompetition Agreement, including but not limited to any vested rights which Executive may have to any equity or 401k and health and welfare benefits plans, in which case the terms of such awards or plans shall control.

Separation Date. Dell and Executive agree a. You acknowledge that Executive’s your retirement date, which shall be your last day of employment with Dell the Company, will end on February 2be May 31, 2018 2009 (the “Separation Date”). Until the Separation Date, Executive’s responsibilities will be to perform duties and special projects consistent with Executive’s current position at Dell and as agreed to by Executive and ▇▇▇▇▇ ▇▇▇▇▇. Executive’s agreement shall not be unreasonably withheld. During this period, Executive will act in a professional manner and abide by the Non-Disparagement provision stated below, and shall receive the Base Salary which Executive currently receives and 401(k) and health and welfare benefits consistent with similarly-situated employees, for Executive and his spouse, from From the date hereof through the Separation Date (the “Notice Period”), you shall continue to be an at-will employee of the Company and conditioned on your continued satisfactory performance, the Company will, during the Notice Period, continue to pay you your regular base salary and continue to provide you with those benefits that you were eligible to receive prior to the date hereof; provided that (i) you comply with your obligations as an employee of the Company, including, but not limited to, your duty of undivided loyalty and those duties enumerated herein and (ii) you do not engage in any conduct that is determined by the Company to have been detrimental. During the Notice Period the Company may, at its sole discretion, choose to discontinue or otherwise limit your access to confidential information and/or elect to: (i) require you to continue to perform your regular and/or alternative duties; (ii) require you to discontinue your duties, in whole or in part; and/or (iii) require you to aid and assist in the transition process associated with your departure. b. After the Separation Date, you shall not represent yourself as being an employee, officer, agent or representative of the Company for any purpose and you shall have no authority or power to act on behalf of the Company or to hold yourself out as an officer or agent of the Company. Dell The Separation Date shall be the termination date of your employment for purposes of participation in and Executive have agreed that Executive may perform much of his obligations coverage under all benefit/pension plans and programs sponsored by or through the Company Entities. You agree to submit all requests for reimbursable business expenses incurred prior to the Separation Date for reimbursement no later than one week following the Separation Date (all such reimbursement requests shall otherwise be in accordance with Company’s usual guidelines and practices). c. The Company will compensate you for accrued but unused paid time off benefits (totaling $48,350.40, representing your 240 unused paid time off hours), less applicable tax withholdings and ordinary payroll deductions, through the Separation Date remotelyDate, and Executive is Employee will receive such payment within thirty (30) days of the Separation Date. d. Except as otherwise expressly provided for herein, you affirm that you have been paid and/or have received all compensation, bonuses, severance and/or benefits to which you may have been entitled during the period of employment with the Company Entities, including any payments or benefits you may have been entitled to and you shall not expected be entitled to be in the office regularly during this periodany other compensation, however Executive shall be available as reasonably required to attend meetings in Hopkintonseverance, Massachusetts equity or otherwise as mutually agreed. Nothing in this Agreement confers upon Executive a right to be a continuing employee option payments, incentives, bonuses, awards or any other form of Dell, payment or imposes on Dell an obligation to continue Executive’s employment relationship, if Executive violates benefits from any of the Company Entities, either with respect to prior years or service or your employment in 2009. Notwithstanding the foregoing, you shall remain entitled to (i) any bonus for which you may eligible and that is otherwise earned by you for fiscal 2009, subject to the terms of this Agreement, any the bonus plan and the discretion of the material provisions Governance and Compensation Committee; (ii) your restricted stock and option awards to the extent vested as of Executive’s employment or other agreements with Dell, or Dell’s Code of Conduct in a manner which is not de minimis. Except as provided in the following sentence, if Executive’s employment is terminated by Dell for the reasons set forth in the prior sentence, Executive would be entitled to all consideration set forth in section 2 below, in which event all of the payments due to Executive under section 2 hereof would be paid based upon the number of days after the actual termination date rather than the Separation Date. If Executive’s employment is terminated before the Separation Date by Dell for Cause, as that term is defined (or any earlier termination date) and (iii) your accrued and vested balance in Executivethe Company’s Protection of Sensitive Information, Noncompete non-qualified and Nonsolicitation Agreement unfunded deferred compensation plan (the “Noncompetition AgreementDeferral Plan”), entered into between Executive and Dell on August 12, 2016, . Your rights with respect to the payments set forth in Section 2 will be forfeited (except that exercise of any awards under the Dell Technologies Inc. 2013 Stock Incentive Plan (the “2013 Plan”) vested stock options shall be governed by the terms of the applicable option grant and plan. Amounts payable to you under the Deferral Plan shall be paid to you in accordance with their terms), your prior election and Executive shall only receive those payments under the Noncompetition Agreement, as well as all other agreements with Dell, which Executive would be entitled otherwise subject to following a termination for Cause under the Noncompetition Agreement, including but not limited to any vested rights which Executive may have to any equity or 401k and health and welfare benefits plans, in which case the terms of such awards plan. Furthermore, for purposes of the Paychex, Inc. 401(k) Retirement Plan (referred to as the “Plan”), Employee will be considered a terminated employee as of June 1, 2009. As such, contributions, vesting, matches and other service based benefits, rights and features accorded to employees will terminate as of end of business on May 31, 2009. All the terms and conditions of the Plan will be governed by the controlling plan documents. The Plan has not been modified in any way by this Agreement. Nothing in the Agreement is intended to waive or plans shall controlrelease Employee’s ability to receive benefits in accordance with the Plan.

Separation Date. Dell and Executive agree that Executive’s Your employment with Dell will the Company shall end by your voluntary resignation effective as of the close of business on February 2, 2018 the date this Agreement is signed by you as set forth beneath your signature below (the “Separation Date”). Until Such resignation shall constitute a “Termination Without Good Reason” of the Amended and Restated Employment Agreement between you and the Company dated January 24, 2011, and any amendments thereto (the “Employment Agreement”) under Section 7(c) of the Employment Agreement. The Company has agreed to waive the 120-day notice period for a Termination Without Good Reason under Section 6(f) of the Employment Agreement. Any position you hold as an officer, manager, agent or in any other capacity of the Company or any of its affiliates (the “Affiliates”), or as a trustee or fiduciary of any employee benefit plans covering employees or other service providers of the Company or any of its Affiliates, shall also end by your voluntary resignation effective as of the Separation Date. Simultaneously with your signing of this Agreement you will sign a letter effectuating such voluntary resignations in the form attached hereto as Exhibit A. You further agree to sign such other documents as the Company may reasonably request to effect such voluntary resignations. As used in this Agreement, “Affiliates” of the Company shall include, without limitation, Approach Oil & Gas Inc., Approach Operating, LLC, Approach Delaware, LLC, Approach Resources I, LP, Approach Services, LLC and Approach Midstream Holdings, LLC, and each of their respective predecessors, successors, parents, subsidiaries, divisions and other affiliated companies. On and after the Separation Date, Executiveyou shall no longer enter or have access to the Company’s responsibilities will be offices or facilities, except to the extent requested by the Board or the Company in order to perform duties and special projects consistent with Executive’s current position at Dell and as agreed to by Executive and ▇▇▇▇▇ ▇▇▇▇▇. Executive’s agreement shall not be unreasonably withheld. During this period, Executive will act in a professional manner and abide by the Non-Disparagement provision stated below, and shall receive the Base Salary which Executive currently receives and 401(k) and health and welfare benefits consistent with similarly-situated employees, for Executive and his spouse, from the date hereof through the Separation Date. Dell and Executive have agreed that Executive may perform much of his obligations through the Separation Date remotely, and Executive is not expected to be in the office regularly during this period, however Executive shall be available as reasonably required to attend meetings in Hopkinton, Massachusetts or otherwise as mutually agreed. Nothing in this Agreement confers upon Executive a right to be a continuing employee of Dell, or imposes on Dell an your obligation to continue Executive’s employment relationship, if Executive violates any of the terms cooperate under Section 11 of this Agreement, any of or to perform the material provisions of Executive’s employment or other agreements with Dell, or Dell’s Code of Conduct in a manner which is not de minimis. Except as provided in consulting services pursuant to the following sentence, if Executive’s employment is terminated by Dell for the reasons set forth in the prior sentence, Executive would be entitled to all consideration set forth in section 2 below, in which event all of the payments due to Executive under section 2 hereof would be paid based upon the number of days after the actual termination date rather than the Separation Date. If Executive’s employment is terminated before the Separation Date by Dell for Cause, as that term is defined in Executive’s Protection of Sensitive Information, Noncompete and Nonsolicitation Consulting Agreement (the “Noncompetition Agreement”), entered into between Executive and Dell on August 12, 2016, the payments set forth described in Section 2 will be forfeited (except that any awards under the Dell Technologies Inc. 2013 Stock Incentive Plan (the “2013 Plan”) shall be governed in accordance with their terms), and Executive shall only receive those payments under the Noncompetition 4 of this Agreement, as well as all other agreements with Dell, which Executive would be entitled to following a termination for Cause under the Noncompetition Agreement, including but not limited to any vested rights which Executive may have to any equity or 401k and health and welfare benefits plans, in which case the terms of such awards or plans shall control.

Separation Date. Dell (a) You acknowledge that, by letter dated February 22, 2019, you resigned from your positions as Chief Executive Officer and Executive agree President of the Company and resigned from the Board of Directors of the Company, which resignations were accepted by the Company and effective as of February 23, 2019. (b) It is agreed that Executive’s your last day of employment with Dell the Company will end on February 2be March 25, 2018 2019 (the “Separation Date”). Until On the next regularly scheduled payday following the Separation Date, Executive’s responsibilities you will be to perform duties and special projects consistent with Executive’s current position at Dell and as agreed to by Executive and ▇▇▇▇▇ ▇▇▇▇▇. Executive’s agreement shall not be unreasonably withheld. During this period, Executive will act in a professional manner and abide by the Non-Disparagement provision stated below, and shall receive the Base Salary which Executive currently receives and 401(k) and health and welfare benefits consistent with similarly-situated employees, for Executive and his spouse, from the date hereof your final paycheck reflecting employment through the Separation Date. Dell and Executive have agreed that Executive may perform much of his obligations through the Separation Date remotely, and Executive is not expected to be in the office regularly during this period, however Executive shall be available as reasonably required to attend meetings in Hopkinton, Massachusetts or otherwise as mutually agreed. Nothing in this Agreement confers upon Executive a right to be a continuing employee of Dell, or imposes on Dell an obligation to continue Executive’s employment relationship, if Executive violates any of the terms of this Agreement, any of the material provisions of Executive’s employment or other agreements with Dell, or Dell’s Code of Conduct in a manner which is not de minimis. Except as provided in the following sentence, if Executive’s employment is terminated by Dell for the reasons set forth in the prior sentence, Executive would be entitled to all consideration set forth in section 2 below, in which event all of the payments due to Executive under section 2 hereof would be paid based upon the number of days after the actual termination date rather than the Separation Date. If Executive’s employment is terminated before the Separation Date by Dell for Cause, as that term is defined in Executive’s Protection of Sensitive Information, Noncompete and Nonsolicitation Agreement (the “Noncompetition Agreement”), entered into between Executive and Dell on August 12, 2016, the payments set forth in Section 2 will be forfeited (except that any awards under the Dell Technologies Inc. 2013 Stock Incentive Plan (the “2013 Plan”) shall be governed in accordance with their terms), and Executive shall only receive those payments under the Noncompetition Agreement, as well as accrued but unused vacation, less applicable withholding taxes and deductions. In addition, you will be reimbursed for all other agreements with Dellcustomary and appropriate business-related expenses incurred by you prior to the Separation Date, which Executive would shall be entitled subject to following a termination and paid in accordance with the Company’s standard expense reimbursement policies applicable to senior-level executives. (c) For the period from February 22, 2019 through the Separation Date, you will be placed on garden leave (the “Garden Leave Period”). During the Garden Leave Period, you will remain on Company payroll, paid at your current rate of pay, and agree to make yourself reasonably available to the Company, by phone or email, to assist in transition as the Company may deem necessary and appropriate, but you shall not report to the Company’s offices, access Company email or computer systems, or perform any work for Cause under or on behalf of the Noncompetition AgreementCompany, except as expressly requested by the Company. For the avoidance of doubt, during the Garden Leave Period you shall continue to comply fully with and be bound by all policies and procedures in effect for executives of the Company, including but not limited to all requirements contained in the employee handbook, and shall continue to comply fully with and be bound by all laws and regulations applicable to the business of the Company. Moreover, you shall not incur any vested rights which Executive may business expenses during the Garden Leave Period, absent prior written authorization of the Company. (d) You acknowledge that, as of February 23, 2019, you no longer serve as, and from that date shall not hold yourself out as, an officer, director, executive, member, trustee, representative, or agent of the Company or of any parent, subsidiary, or affiliate of the Company, and that you no longer have authority to act on behalf of or as a legal representative of the Company or any equity parent, subsidiary, or 401k affiliate of the Company. Moreover, on and health and welfare after the Separation Date, you shall no longer serve or hold yourself out as an employee of the Company or any parent, subsidiary, or affiliate of the Company. (e) Except as expressly set forth herein, all Company-provided benefits planswill terminate on the Separation Date, in which case subject to the terms of such awards the applicable benefit plans. Any accrued or vested amounts or benefits due to you will be treated in accordance with the applicable benefit plan, program, or policy. After the Separation Date, you may be eligible to elect continuation coverage under the Company’s group health insurance plans shall controlfor yourself, your spouse, and your eligible dependents, in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or applicable state law.