Common use of Separation Pay Clause in Contracts

Separation Pay. Company may terminate this Agreement at any time whether or not such termination constitutes “Proper Cause” as defined in Section 7 hereof. In the event Company terminates this Agreement without Proper Cause as defined in Section 7 hereof: (1) The Officer shall not be considered an employee after the effective date of the termination. (2) Company shall pay to Officer an amount equal to two (2) times Officer’s annual salary at the time of termination (“Separation Pay”). (3) Company shall pay the Officer the Separation Pay over a period of twenty-four (24) months in equal installments less all withholdings required by law and authorized deductions, at intervals consistent with Company payroll practices. (4) Officer will not be entitled to receive any benefits or bonuses described in Section 3(b) and (c) hereof. (5) Officer will be entitled to receive such Separation Pay only if the Officer executes and does not revoke a Release of all claims and liabilities in form prescribed by Company. (6) Following termination without cause, Officer is entitled to elect insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA) for a period of up to eighteen (18) months following officers termination, and Company shall be obligated to pay on behalf of Officer the monthly premium cost for Officer’s health/medical coverage under COBRA, less the same contribution as required by employee’s group life and health insurance coverages pursuant to the prevailing policies and practices of the Company (now and in the future) with respect to similarly positioned officers of the Company or its present or future subsidiaries or affiliates. (7) Nothing herein shall restrict the Officer’s vested rights, if any, pursuant to Company’s 401(k) Plan, Retirement Income Plan, Basic Retirement Plan, 2001 Incentive Plan, or any similar plans. Notwithstanding the Officer receiving any payments under the terms of this Section, on the date of the Officer’s termination, all vesting, for purposes of the Company’s 401(k) Plan, Retirement Income Plan, Basic Retirement Plan, 2001 Incentive Plan, or other such plans, shall cease.

Separation Pay. If (i) you timely sign, date and return this fully executed Agreement to the Company, allow it to become effective, and comply with its terms; (ii) your employment with the Company may terminate this is not terminated for Cause or any other basis that would make you ineligible for severance benefits under the Severance Plan, Participation Agreement at any time whether or not such termination constitutes otherwise (including without limitation, your resignation of employment prior to the Anticipated Separation Date); and (iii) on or within twenty-one (21) days after the Separation Date, you execute and return to the Company the Separation Date Release attached hereto as Exhibit A (the “Proper Cause” as defined Release”), and allow the releases contained in Section 7 hereof. In the event Release to become effective (collectively, the “Severance Preconditions”), then the Company terminates this Agreement without Proper Cause as defined will provide you with the following severance benefits, subject to, and in Section 7 hereofaccordance with, the terms and conditions set forth in the Severance Plan and Participation Agreement: (1a) The Officer shall not A cash payment equal to $500,000, which will be considered an employee after paid to you in a lump sum cash payment no later than the second regular payroll date following the effective date of the termination.Release; (2b) Company shall pay to Officer an amount equal to two (2) times Officer’s annual salary at the time of termination (“Separation Pay”). (3) Company shall pay the Officer the Separation Pay over a period of twenty-four (24) months in equal installments less all withholdings required by law and authorized deductions, at intervals consistent with Company payroll practices. (4) Officer will not be entitled to receive any benefits or bonuses described in Section 3(b) and (c) hereof. (5) Officer will be entitled to receive such Separation Pay only if the Officer executes and does not revoke a Release of all claims and liabilities in form prescribed by Company. (6) Following termination without cause, Officer is entitled to If you timely elect insurance continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for a period of up to eighteen (18) months following officers terminationSeparation Date, and the Company shall be obligated pay directly to pay the carrier the full amount of your COBRA premiums on behalf of Officer you for your continued coverage under the monthly premium cost Company’s group health plans, including coverage for Officer’s health/medical your eligible dependents, until the earliest of (i) twelve months following the Separation Date, (ii) the expiration of your eligibility for the continuation coverage under COBRA, less or (iii) the same contribution as required by employee’s group life and date when you become eligible for substantially equivalent health insurance coverages pursuant coverage in connection with new employment (such period from your termination date through the earliest of (i) through (iii), the “COBRA Payment Period”). Upon the conclusion of such period of insurance premium payments made by the Company, you will be responsible for the entire payment of premiums (or payment for the cost of coverage) required under COBRA for the duration of your eligible COBRA coverage period, if any. For purposes of this paragraph, (1) references to the prevailing policies COBRA shall be deemed to refer also to analogous provisions of state law and practices of (2) any applicable insurance premiums that are paid by the Company (now and in the future) with respect to similarly positioned officers of the Company or its present or future subsidiaries or affiliates. (7) Nothing herein shall restrict the Officer’s vested rightsnot include any amounts payable by you under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, pursuant are your sole responsibility. You agree to Company’s 401(kpromptly notify the Company as soon as you become eligible for health insurance coverage in connection with new employment or self-employment. (c) Plan, Retirement Income Plan, Basic Retirement Plan, 2001 Incentive Plan, or any similar plans. Notwithstanding the Officer receiving any payments under the terms The vesting of this Section, on the date each restricted stock unit award (“RSU Award”) that you hold as of the Officer’s terminationSeparation Date will accelerate in an amount equal to the portion of such RSU Award next scheduled to vest following the Separation Date pro-rated for the portion of such applicable on-going vesting service period that you remained in continuous service with the Company prior to the Separation Date (irrespective of any applicable liquidity-event requirement). Any options that you hold shall remain exercisable for three months following the Separation Date, all vestingunless otherwise provided by the Maplebear Inc. 2018 Equity Incentive Plan or the applicable grant notice and award agreement thereunder. For the avoidance of doubt, for purposes of the Company’s 401(k) Plan, Retirement Income Plan, Basic Retirement Plan, 2001 Incentive Plan, or other RSU Awards will remain subject to the issuance schedules and terms set forth in the award agreements evidencing such plans, shall ceaseRSU Awards.

Separation Pay. Company 1. EMPLOYEE acknowledges and agrees that EMPLOYEE has received all compensation and benefits to which EMPLOYEE is entitled through and including the Separation Date, including but not limited to wages and accrued but unused vacation/PTO time. Subject to EMPLOYEE’s compliance with the terms and conditions of this Agreement, EMPLOYER will provide EMPLOYEE with the additional benefits described below in exchange for EMPLOYEE’S release of any and all claims EMPLOYEE may terminate have against EMPLOYER. This Agreement is entered into as contemplated by the Employment Agreement between EMPLOYER and EMPLOYEE dated January 1, 2015 (the “Employment Agreement”). ▇. ▇▇ consideration for EMPLOYEE’S release of all claims against EMPLOYER, and in accordance with the terms of the Employment Agreement, and provided EMPLOYEE complies with his/her obligations under this Agreement at any time whether or not such termination constitutes “Proper Cause” and the NDA (as defined in Section 7 hereof. In below): (i) EMPLOYER will pay EMPLOYEE the event Company terminates this Agreement without Proper Cause as defined in Section 7 hereof: gross sum of Six Hundred Seventy-Five Thousand dollars (1) The Officer shall not $675,000.00), less applicable Federal, state and local tax withholdings and other amounts required by law to be considered an employee after withheld (the effective date of the termination. (2) Company shall pay to Officer an amount equal to two (2) times Officer’s annual salary at the time of termination (“Separation Pay”), (ii) provided that EMPLOYEE is eligible and timely elects continuation of his/her health insurance pursuant to COBRA, an amount necessary to reimburse EMPLOYEE for the cost of COBRA premiums to be paid in order for EMPLOYEE to maintain medical insurance coverage through January 15, 2018 that is substantially equivalent to that which EMPLOYEE received immediately prior to the Separation Date less the amount paid by EMPLOYEE immediately prior to the Separation Date for EMPLOYEE’S contribution to premiums for EMPLOYER’S health insurance, provided, however, that EMPLOYER’S obligation to pay EMPLOYEE COBRA premiums will cease immediately in the event EMPLOYEE becomes eligible for group health insurance prior to January 15, 2018, and EMPLOYEE agrees to promptly notify EMPLOYER if EMPLOYEE becomes eligible to be covered by group health insurance in such event (“COBRA Reimbursement”); and (iii) all outstanding stock options held by EMPLOYEE shall vest and become exercisable in full as of the Effective Date (as defined in Section D.6 below) (“Option Acceleration”). 3. The Separation Pay, COBRA Reimbursement and Option Acceleration is in addition to any and all other payments and benefits that may be owed to EMPLOYEE by EMPLOYER. The Separation Pay will be payable in eighteen substantially equal monthly installments payable on the last business day of each month following execution of this Agreement. The COBRA Reimbursement will be payable monthly following submission of evidence to EMPLOYER of payment of the COBRA premium by EMPLOYEE so long as EMPLOYEE is eligible to receive such reimbursement hereunder. Notwithstanding the foregoing, no payments will begin sooner than the first business day following expiration of the seven (37) Company shall day period following the Effective Date. EMPLOYEE authorizes EMPLOYER to pay the Officer the Separation Pay over a period of twenty-four (24) months in equal installments less all withholdings required by law and authorized deductions, at intervals consistent with Company payroll practicesdirect deposit processed through the TriNet Employer Payroll System. ▇. ▇▇ the event of a closing of a Change in Control (4as defined in the Employment Agreement) Officer prior to expiration of EMPLOYER’s obligations to pay the Separation Pay or the COBRA Reimbursement hereunder, EMPLOYER will not be entitled to receive any benefits or bonuses described in Section 3(bpay EMPLOYEE (i) the remaining amount of the aggregate Separation Pay and (cii) hereof. (5) Officer will be entitled to receive such Separation Pay only if the Officer executes and does not revoke a Release of all claims and liabilities in form prescribed by Company. (6) Following termination without cause, Officer is entitled to elect insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA) for a period of up to eighteen (18) months following officers termination, and Company shall be obligated to pay on behalf of Officer the monthly premium cost for Officer’s health/medical coverage under COBRA, less the same contribution as required by employee’s group life and health insurance coverages pursuant to the prevailing policies and practices amount of the Company (now and in the future) with respect remaining COBRA Reimbursements plus an amount equal to similarly positioned officers EMPLOYEE’s estimated income tax obligation payable, using a flat rate of 32%, as a result of the Company or its present or future subsidiaries or affiliates. (7) Nothing herein shall restrict payment in advance of the Officer’s vested rightsamount of such remaining COBRA Reimbursement, if any, pursuant in each case a single lump sum payment to Company’s 401(k) Plan, Retirement Income Plan, Basic Retirement Plan, 2001 Incentive Plan, EMPLOYEE on or any similar plans. Notwithstanding the Officer receiving any payments under the terms immediately after consummation of this Section, on the date of the Officer’s termination, all vesting, for purposes of the Company’s 401(k) Plan, Retirement Income Plan, Basic Retirement Plan, 2001 Incentive Plan, or other such plans, shall ceaseChange in Control.

Separation Pay. Company may terminate In exchange for your promises as set forth in this Agreement, and your executing (and not revoking) this Agreement at and the release contained in it, and subject to your compliance with the restrictive covenants, such as non-competition, non-recruiting, non-solicitation and confidentiality (as applicable), set forth below, NCR agrees to pay you in the event of your termination for any time whether or not such termination constitutes “Proper Cause” as defined reason other than described in Section 7 hereof. In the event Company terminates this Agreement without Proper Cause as defined in Section 7 hereof1(a)(iii) above: a. NCR agrees to pay you a sum in the gross amount of $1,575,000 (1before applicable tax and other payroll deductions and withholdings) The Officer shall not be considered an employee after the effective date of the termination. (2) Company shall pay to Officer an amount equal to two (2) times Officer’s annual salary at the time of termination (“Separation Pay”). ) consisting of (3I) Company shall pay a payment of $700,000, which pursuant to the Officer NCR Executive Severance Plan is equal to one year’s base salary plus your 2020 target bonus of $875,000. (In the event of any conflict, ambiguity or dispute, the numerical amount of the Separation Pay set forth in this Section shall control over a period any particular length of twenty-four time or other measure). Provided that you satisfy all requirements of Section 3 hereof, your Separation Pay will be paid to you via salary continuation for 12 months following your Separation Date; b. You are further entitled to “prorated vesting” (24as such provision is defined in each corresponding Long Term Incentive Equity Award Agreement (each an “Award Agreement”)) months as of the termination of the Employment Period in equal installments less all withholdings any unvested and outstanding Long Term Incentive Equity Awards to the extent required by law the applicable Award Agreement, and authorized deductions, at intervals consistent with Company payroll practicesfor this purpose any resignation by you under Section 1(a)(i) hereof will have the same treatment under the Award Agreements as an involuntary termination of your employment by NCR other than for “Cause. (4) Officer will not be ” You are also entitled to receive any certain COBRA benefits or bonuses described in Section 3(b) and (c) hereof. (5) Officer will be entitled to receive such Separation Pay only if the Officer executes and does not revoke a Release of all claims and liabilities in form prescribed by Company. (6) Following termination without cause, Officer is entitled to elect insurance coverage outplacement services specified under the Consolidated Omnibus Budget Reconciliation Act (COBRA) NCR Executive Severance Plan and NCR agrees to pay COBRA premiums for a period of up to eighteen (18) months following officers terminationafter the end of the Employment Period or such shorter time provided under the NCR Executive Severance Plan. You are also entitled to outplacement services for a period of one year after the end of the Employment Period, should you wish to use outplacement services, you must contact Trunshedda ▇▇▇▇▇ at [***], and Company shall be obligated to pay on behalf initiate such services within one hundred twenty days of Officer the monthly premium cost for Officer’s health/medical coverage under COBRA, less the same contribution as required by employee’s group life and health insurance coverages pursuant to the prevailing policies and practices of the Company your Separation Date (now and in the future) with respect to similarly positioned officers of the Company or its present or future subsidiaries or affiliatesno event later than September 13, 2020). (7) Nothing herein shall restrict the Officer’s vested rights, if any, pursuant to Company’s 401(k) Plan, Retirement Income Plan, Basic Retirement Plan, 2001 Incentive Plan, or any similar plans. Notwithstanding the Officer receiving any payments under the terms of this Section, on the date of the Officer’s termination, all vesting, for purposes of the Company’s 401(k) Plan, Retirement Income Plan, Basic Retirement Plan, 2001 Incentive Plan, or other such plans, shall cease.

Separation Pay. Company may terminate this Agreement at any time whether or not such termination constitutes “Proper Cause” as defined in Section 7 hereof. In the event Company terminates this Agreement without Proper Cause as defined in Section 7 hereof: (1) The Officer shall not be considered an employee after the effective date of the termination. (2) Company shall pay to Officer an amount equal to two (2) times Officer’s annual salary at the time of termination (“Separation Pay”). (3) Company shall pay the Officer the Separation Pay over a period of twenty-four (24) months in equal installments less all withholdings required by law and authorized deductions, at intervals consistent with Company payroll practices. (4) Officer will not be entitled to receive any benefits or bonuses described in Section 3(b) and (c) hereof. (5) Officer will be entitled to receive such Separation Pay only if the Officer executes and does not revoke a Release of all claims and liabilities in form prescribed by Company, which Release Company will deliver to Officer not later than thirty (30) days after Officer’s last date of employment. (6) Following termination without cause, Officer is entitled to elect insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA) for a period of up to eighteen (18) months following officers termination, and Company shall be obligated to pay on behalf of Officer the monthly premium cost for Officer’s health/medical coverage under COBRA, less the same contribution as required by employee’s group life and health insurance coverages pursuant to the prevailing policies and practices of the Company (now and in the future) with respect to similarly positioned officers of the Company or its present or future subsidiaries or affiliates. (7) Nothing herein shall restrict the Officer’s vested rights, if any, pursuant to any of Company’s 401(k) Planretirement, Retirement Income Plan, Basic Retirement Plan, 2001 Incentive Planincentive compensation, or any similar plans, whether qualified or non-qualified. Notwithstanding the Officer receiving any payments under the terms of this Section, on the date of the Officer’s termination, all vesting, for purposes of the Company’s 401(k) Plan, Retirement Income Plan, Basic Retirement Plan, 2001 Incentive Plan, or other any such plans, shall cease.

Separation Pay. Provided that Executive signs and returns the post-separation release in the form attached hereto as Exhibit A (the “Supplemental Release”) within the twenty- one (21) day period following the Separation Date, and does not rescind or revoke such Supplemental Release, the Company may terminate this Agreement at any time whether or not such termination constitutes “Proper Cause” as defined in Section 7 hereof. In will make the event Company terminates this Agreement without Proper Cause as defined in Section 7 hereof: following payments to Executive (1) The Officer shall not be considered an employee after collectively, the effective date of the termination. (2) Company shall pay to Officer an amount equal to two (2) times Officer’s annual salary at the time of termination (“Separation Pay”): (a) a payment in the amount of three hundred fifty-eight thousand and five hundred dollars ($358,500) (the “Separation Cash Payment”). (3) Company shall pay the Officer the Separation Pay over a period , which amount is equal to nine months of twenty-four (24) months in equal installments less all withholdings required by law and authorized deductions, at intervals consistent with Company payroll practices. (4) Officer will not be entitled to receive any benefits or bonuses described in Section 3(b) Executive’s current base salary; and (cb) hereof. (5) Officer will be entitled subject to receive such Separation Pay only if the Officer executes and does not revoke a Release Executive’s timely election of all claims and liabilities in form prescribed by Company. (6) Following termination without cause, Officer is entitled to elect insurance continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA) ”), the Company shall pay the full cost of Executive’s premium for such coverage for himself and his eligible dependents for a period of up to eighteen nine (189) months following officers termination, the Separation Date (based on the coverage levels and Company at the same rates in effect immediately prior to the Separation Date). Such payments shall be obligated made directly to the COBRA administrator and shall be treated as taxable income to the Executive to the extent required by applicable law. The Company’s obligation to pay on behalf COBRA premiums shall cease upon the earliest of: (i) the expiration of Officer the monthly premium cost 9-month period, (ii) the date the Executive becomes eligible for Officer’s health/medical coverage under COBRAanother group health plan, or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage. The Separation Cash Payment shall be paid in substantially equal installments, less applicable taxes and other withholdings, in accordance with the same contribution as required by employeeCompany’s group life and health insurance coverages pursuant to regular payroll practices during the prevailing policies and practices nine (9) month period commencing on the first regularly scheduled pay period following the expiration of the Company (now and applicable rescission period set forth in the future) with respect Supplemental Release. Executive acknowledges and agrees that, except as expressly provided herein, the Separation Pay are in lieu of and extinguishes all rights or claims that he may have to similarly positioned officers any other compensation, severance right, or to any other payment, including as may be set forth in that certain Amended and Restated Executive Employment Agreement by and between the Executive and the Company dated as of April 9, 2018 (the “Employment Agreement”). For the avoidance of doubt, in the event that Executive materially breaches any of the Company or its present or future subsidiaries or affiliates. (7) Nothing herein shall restrict the Officer’s vested rights, if any, pursuant to Company’s 401(k) Plan, Retirement Income Plan, Basic Retirement Plan, 2001 Incentive Plan, or any similar plans. Notwithstanding the Officer receiving any payments under the material terms of this Section, on the date of the Officer’s terminationAgreement, all vestingpayments and benefits provided (or to be provided) to Executive hereunder shall be subject to forfeiture and offset, for purposes of and Executive shall be required to repay any such amounts to the Company’s 401(k) Plan, Retirement Income Plan, Basic Retirement Plan, 2001 Incentive Plan, or other such plans, shall ceaseCompany previously received by him.

Separation Pay. Company Employee shall receive (i) on the regular payroll date immediately following the Termination Date, any unpaid salary which may terminate this Agreement at any time whether or not such termination constitutes “Proper Cause” as defined have been earned by Employee prior to and including the Termination Date in Section 7 hereof. In accordance with the event Company terminates this Agreement without Proper Cause as defined in Section 7 hereof: Company’s regular payroll practices, and (1ii) The Officer shall not be considered an employee after the effective date amount of the termination. Three Hundred Seventeen Thousand Seven Hundred Sixty Nine Dollars and Twenty Three Cents (2) Company shall pay to Officer an amount equal to two (2) times Officer’s annual salary at the time of termination (“Separation Pay”$317,769.23). (3) Company shall pay the Officer the Separation Pay over a period of twenty-four (24) months , payable in equal installments less all withholdings required by law and authorized deductions, at intervals consistent with Company payroll practices. (4) Officer will not be entitled to receive any benefits or bonuses described in Section 3(b) and (c) hereof. (5) Officer will be entitled to receive such Separation Pay only if the Officer executes and does not revoke a Release of all claims and liabilities in form prescribed by Company. (6) Following termination without cause, Officer is entitled to elect insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA) for a period of up to eighteen fifty four (1854) months following officers terminationweeks (“Payment Period”) on the Company’s regular payroll dates, and Company shall be obligated to pay on behalf of Officer the monthly premium cost for Officer’s health/medical coverage under COBRAin accordance with its regular payroll practices, less any applicable withholding, commencing on the same contribution as required by employee’s group life and health insurance coverages pursuant to date that is thirty (30) days after the prevailing policies and practices of the Company (now and in the future) with respect to similarly positioned officers of the Company or its present or future subsidiaries or affiliates. (7) Nothing herein shall restrict the Officer’s vested rights, if any, pursuant to Company’s 401(k) Plan, Retirement Income Plan, Basic Retirement Plan, 2001 Incentive Plan, or any similar plansTermination Date. Notwithstanding the Officer receiving foregoing or any payments other provision to the contrary, no payment shall be made or other benefits made available under this Agreement unless Employee (A) does not resign his employment with the Company before the Termination Date, (B) executes this Agreement, and the release herein becomes effective, and any revocation period has expired by the thirtieth (30th) day after Employee’s Termination Date, and (C) executes a release of all claims in such form as may be prescribed by the Company on or after the Termination Date (“Release”), and such Release becomes effective under the terms thereof and any revocation period has expired by the thirtieth (30th) day after Employee’s Termination Date. Any payments under this Paragraph 2a shall be reduced by the amount of this Sectionany cash compensation from a subsequent employer during the Payment Period; provided that, on by way of clarification, the date of parties agree that the Officer’s terminationforegoing shall not apply to any fees, all vestinghonoraria or stipends received by Employee for speaking engagements, for purposes of the Company’s 401(k) Planpublished writings, Retirement Income Plan, Basic Retirement Plan, 2001 Incentive Plantelevision appearances, or other service as a non-employee director, but will apply to any compensation received by Employee as an employee or consultant. Employee shall notify the Company in writing if and when he accepts a position with an employer at any time during the Payment Period, and such plans, written notice shall ceaseinclude a complete and detailed description of Employee’s compensation arrangement with such employer and a copy of any employment agreement therewith.

Separation Pay. Company may terminate this Agreement at any time whether or not such termination constitutes “Proper Cause” as defined in Section 7 hereof. In the event Company terminates this Agreement without Proper Cause as defined in Section 7 hereof: (1) The Officer shall not be considered an employee after the effective date of the termination. (2) Company shall pay to Officer an amount equal to two (2) times Officer’s annual salary Base Salary at the time of termination (“Separation Pay”). (3) Company shall pay the Officer the Separation Pay over a period of twenty-four (24) months in equal installments less all withholdings required by law and authorized deductions, at intervals consistent with Company payroll practices. (4) Officer will not be entitled to receive any benefits or bonuses described in Section 3(b) and through (cf) hereof. (5) Officer will be entitled to receive such Separation Pay only if the Officer executes and does not revoke a Release of all claims and liabilities in form prescribed by Company. (6) Following termination without cause, Officer is entitled to elect insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA) for a period of up to eighteen (18) months following officers termination, and Company shall be obligated to pay on behalf of Officer the monthly premium cost for Officer’s health/medical coverage under COBRA, less the same contribution as required by employee’s group life and health insurance coverages pursuant to the prevailing policies and practices of the Company (now and in the future) with respect to similarly positioned officers of the Company or its present or future subsidiaries or affiliates. (7) Nothing herein shall restrict the Officer’s vested rights, if any, pursuant to Company’s 401(k) Plan, Retirement Income Plan, Basic Retirement Plan, 2001 Incentive Plan, or any similar plans. Notwithstanding the Officer receiving any payments under the terms of this Section, on the date of the Officer’s termination, all vesting, for purposes of the Company’s 401(k) Plan, Retirement Income Plan, Basic Retirement Plan, 2001 Incentive Plan, or other such plans, shall cease.

Separation Pay. If you sign this Agreement, return it by the deadline specified below, and comply with its terms, the Company may terminate this Agreement at any time whether or not such termination constitutes “Proper Cause” as defined in Section 7 hereof. In will provide you the event Company terminates this Agreement without Proper Cause as defined in Section 7 hereof: (1) The Officer shall not be considered an employee after the effective date of the termination. (2) Company shall pay to Officer an amount equal to two (2) times Officer’s annual salary at the time of termination (“Separation Pay”). (3) Company shall pay the Officer the Separation Pay over a period of twenty-four (24) months in equal installments less all withholdings required by law and authorized deductions, at intervals consistent with Company payroll practices. (4) Officer will not be entitled to receive any severance benefits or bonuses described in Section 3(b5.2(b) of the Employment Agreement in accordance with, and subject to, the provisions of Section 5.2 and Section 6.15 of the Employment Agreement. The language from Section 5.2(b) is restated here. If the Company terminates Executive’s employment without Cause, in addition to the Accrued Obligations, in all cases subject to Executive’s execution and non-revocation of the Release in the time frame provided, the Company will (ci) hereof. (5) Officer will be entitled continue to receive such Separation Pay only if pay to Executive, as severance, the Officer executes and does not revoke a Release of all claims and liabilities in form prescribed by Company. (6) Following termination without cause, Officer is entitled to elect insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA) Base Salary for a period of up to eighteen twelve (1812) months following officers termination, and Company shall be obligated to pay on behalf of Officer the monthly premium cost for Officer’s health/medical coverage under COBRA, less the same contribution as required by employee’s group life and health insurance coverages pursuant to the prevailing policies and practices of the Company (now and in the future) with respect to similarly positioned officers of the Company or its present or future subsidiaries or affiliates. (7) Nothing herein shall restrict the Officer’s vested rights, if any, pursuant to Company’s 401(k) Plan, Retirement Income Plan, Basic Retirement Plan, 2001 Incentive Plan, or any similar plans. Notwithstanding the Officer receiving any payments under the terms of this Section, on from the date of termination of employment (such period shall be referred to as the Officer“Severance Period”), in equal installments payable in accordance with the Company’s regular payroll schedule and subject to all applicable withholdings and deductions, commencing on the next regular pay date following the sixtieth (60th) day after termination of employment; provided, however, the first payment shall include the cumulative amount of payments that would have otherwise been paid to Executive between the termination date and the sixtieth (60th) day after termination date had such payments commenced on the next regular pay date following the termination date; (ii) a pro-rated Annual Bonus for the calendar year in which termination occurs (with such pro-ration based upon the number of days in the calendar year which have elapsed as of the date of termination) determined in accordance with Section 3 of this Agreement and paid when such Annual Bonus is paid generally; (iii) pay the cost of Executive’s COBRA premiums to continue group health insurance coverage for the Severance Period if Executive or Executive’s dependents participate in the Company’s group health benefits plan and timely elect to continue participating in the group health plan under COBRA; (iv) accelerate the vesting of the unvested portion of any and all long term incentive awards held by Executive that are subject to time-based vesting only and would have vested during the Severance Period but for Executive’s separation from employment with the Company; and (v) extend the exercise period for the vested portion of any and all stock options held by Executive as of the termination date to the earliest to occur of the following: (A) the eighteenth (18th) month anniversary of the Executive’s termination, all vesting, for purposes of (B) immediately prior to the Company’s 401(k) consummation of a Sale Event (as defined in the Plan, Retirement Income Plan, Basic Retirement Plan, 2001 Incentive Plan), or other (C) the expiration date of each such plansoption. Any provision contained in the agreement(s) under which such options were granted that is inconsistent with the exercise period extension as set forth herein is hereby modified to the extent necessary to provide for such extension. For clarification purposes, shall ceasethe termination date referred to in Section 5.2(b) is the same date as the Separation Date defined in this agreement. In addition, you agree to have your continuation pay to commence on the next regular pay date following the Separation Date rather than on the sixtieth (60th) day.

Separation Pay. Company may terminate In consideration of Employee signing this Agreement at any time whether or not such termination constitutes and the covenants and releases given herein and Employee’s agreement to comply with Employee’s continuing obligations under the Executive Employment Agreement and the Proprietary Information Agreement, the Company agrees to pay Employee (i) severance pay equivalent to twelve (12) months of Employee’s current base salary (the “Proper Cause” as defined in Section 7 hereof. In Salary Severance”); and (ii) should the event Company terminates this Agreement without Proper Cause as defined in Section 7 hereof: (1) The Officer shall not be considered an employee after Company’s Board of Directors and/or Compensation Committee grant 2015 Discretionary Bonuses to the effective date of the termination. (2) Company shall pay to Officer Company’s officers, an amount equal to two the Discretionary Bonus Employee would have received pursuant to the Executive Employment Agreement had Employee remained employed through the date(s) of payment of the Discretionary Bonus (2) times Officer’s annual salary at the time of termination “Bonus Severance”); in each case less federal and state withholdings (the Salary Severance and the Bonus Severance, collectively, “Separation Severance Pay”). (3) Company shall pay the Officer the Separation Pay over a period of twenty-four (24) months in equal installments less all withholdings required by law and authorized deductions, at intervals consistent with Company payroll practices. (4) Officer will . Employee acknowledges that Employee would not be entitled to receive any benefits or bonuses described in Section 3(b) and the Severance Pay absent this Agreement. The Salary Severance will total two hundred eighty six thousand dollars (c) hereof. (5) Officer will be entitled to receive such Separation Pay only if the Officer executes and does not revoke a Release of all claims and liabilities in form prescribed by Company. (6) Following termination without cause, Officer is entitled to elect insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA) for a period of up to eighteen (18) months following officers termination, and Company shall be obligated to pay on behalf of Officer the monthly premium cost for Officer’s health/medical coverage under COBRA$286,000.00), less applicable withholdings. Employee will receive the same contribution Salary Severance as required by employee’s group life and health insurance coverages salary continuation pursuant to the prevailing policies and practices terms of Section III.B. of the Company (now Executive Employment Agreement in equal installments beginning on the first payroll date following the 45th day following the Separation Date, with the amount of Salary Severance accrued between the Separation Date and the first payment date to be included in the future) with respect to similarly positioned officers first payment. If the Company’s Board of Directors and/or Compensation Committee grant 2015 Discretionary Bonuses, the Company will waive the requirement in Section II.C. of the Company or its present or future subsidiaries or affiliates. (7) Nothing herein shall restrict the Officer’s vested rights, if any, pursuant to Company’s 401(k) Plan, Retirement Income Plan, Basic Retirement Plan, 2001 Incentive Plan, or any similar plans. Notwithstanding the Officer receiving any payments under the terms of this Section, Executive Employment Agreement requiring that Employee be employed on the date of the Officer’s termination, all vesting, for purposes bonus payment to be eligible to receive said bonus payment. With regard to the amount of the Company’s 401(k) PlanBonus Severance, Retirement Income PlanEmployee will be treated exactly as, Basic Retirement Plani.e., 2001 Incentive Plangiven the arithmetic mean of the salary percentage awarded to the following other Company officers, Chief Executive Officer, Chief Scientific Officer, Chief Financial Officer and Chief Legal Officer, who have been employed at Company for a full calendar year. Employee acknowledges that, in general, bonuses for any Company employee, are not guaranteed each year and are subject to the discretion of the Board. If awarded, Employee will receive the Bonus Severance in a cash lump sum on or other such plansbefore March 15, shall cease2016.

Separation Pay. Company may terminate this Agreement at any time whether or not such termination constitutes “Proper Cause” as defined in Section 7 hereof. In the event Company terminates this Agreement without Proper Cause as defined in Section 7 hereof: (1) The Officer shall not be considered an employee after the effective date consideration of the termination. mutual exchange of consideration and Employee’s execution of Exhibit A two times—at receipt of the Agreement and on the Final Date of Employment- Employer shall provide the following payments and other benefits to Employee as set out in (2i) Company shall pay to Officer an amount equal to two through (2vi) times Officer’s annual salary at the time of termination below (“Separation Pay”)): (i) Although Employee is not entitled to severance of any kind, Employer agrees to provide Employee a severance payment that is equal to twelve months of Employee’s annual base compensation on the Effective Date, subject to applicable taxes, withholdings and any amounts required to be withheld pursuant to a garnishment or child support order. This payment will consist of installments based on the Company’s regular payroll cycle. Employer will pay the first installment on its next regular payday that occurs after the Final Date of Employment. Thereafter, Employer will continue to pay Employee one installment on each subsequent regular payday until this payment is paid in full. Employee agrees that no interest will accrue on any installment of this payment between the date Employee executes this Agreement and the date this payment is fully paid to Employee. (3ii) Company Since Employee’s Final Date of Employment will be before June 30, 2023, Employee shall pay be entitled to a prorated bonus for the Officer fiscal year ending June 30, 2023, which amount shall be calculated based on the Separation Pay over actual bonus determined pursuant to the bonus plan in the normal course of business, prorated through the Final Date of Employment. This prorated amount shall be paid on or about the time that bonuses are paid to other plan participants, subject to applicable taxes, withholdings, and any amounts required to be withheld pursuant to a period of twenty-four (24) months in equal installments less all withholdings required by law and authorized deductions, at intervals consistent with Company payroll practicesgarnishment or child support order. (4iii) Officer will not be entitled to receive any benefits or bonuses described in Section 3(bFor this section and (iv) and (cv) hereofbelow, the vesting date shall be the Final Date of Employment (“Vesting Date”). Two-thirds of Employer’s outstanding restricted stock issued on February 23, 2021, under Employer’s 2015 Omnibus Incentive Plan, as amended, or other plan shall issue to Employee as if they vested on the Vesting Date. Two-thirds of Employer’s outstanding restricted stock issued on August 17, 2021, under Employer’s 2015 Omnibus Incentive Plan, as amended, or other plan shall issue to Employee as if they vested on the Vesting Date. All other outstanding restricted stock issued under Employer’s 2015 Omnibus Incentive Plan, as amended, or other plan shall be governed by the terms and conditions of the respective plan(s) and/or applicable award agreements issued to Employee thereunder, but in no event shall Employer exercise discretion to permit additional awards or vesting. (5iv) Officer will The remaining approximately thirty-three percent (33%) of Employer’s outstanding stock appreciation rights (“SARs”) issued on February 23, 2021, shall issue to Employee as if Employee’s SARs were vested on the Vesting Date. Any other outstanding SARs shall be entitled governed by the terms and conditions of the respective plan(s) and/or applicable award agreements issued to receive such Separation Pay only if Employee thereunder, except that Employee may have the Officer executes and does not revoke a Release life of all claims and liabilities the SARs, as established in form prescribed by Companythe applicable award agreements, to exercise at the strike price. (6v) Following termination without causeEmployer shall pay Employee one-third of the target value on the grant date of Employee’s outstanding performance units issued on or around August 17, Officer is entitled 2021. Any other outstanding performance units shall be governed by the terms and conditions of the respective plan(s) and/or applicable award agreements issued to elect insurance coverage under Employee thereunder, but in no event shall Employer exercise discretion to permit additional awards, payments or vesting. This amount shall be paid within 30 days after the Consolidated Omnibus Budget Reconciliation Act (COBRA) for a period Final Date of up Employment, subject to eighteen (18) months following officers terminationapplicable taxes, withholdings, and Company shall any amounts required to be obligated to pay on behalf of Officer the monthly premium cost for Officer’s health/medical coverage under COBRA, less the same contribution as required by employee’s group life and health insurance coverages withheld pursuant to the prevailing policies and practices of the Company (now and in the future) with respect to similarly positioned officers of the Company a garnishment or its present or future subsidiaries or affiliateschild support order. (7vi) Nothing herein shall restrict Employer agrees to provide Employee a monthly payment equal to the Officer’s vested rightspercentage share of medical and dental insurance premium paid by Company for active salaried employees, if anysubject to applicable taxes, withholdings and any amounts required to be withheld pursuant to Companya garnishment or child support order, until the later of twelve months or when Employee has his first date of employment with a new employer who offers health benefits. Employee must provide notice to Employer prior to Employee’s 401(k) Planfirst date of new employment. This payment will consist of monthly installments, Retirement Income Planwith the first occurring on or about the first day of May 2023. Thereafter, Basic Retirement Plan, 2001 Incentive Plan, Employer will continue to pay Employee one installment on or around the first day of each month until twelve installments have been made or Employee has provided notice to Employer of new employment. Employee agrees that no interest will accrue on any similar plans. Notwithstanding the Officer receiving any payments under the terms installment of this Section, on payment between the date of Employee executes this Agreement and the Officer’s termination, all vesting, for purposes of the Company’s 401(k) Plan, Retirement Income Plan, Basic Retirement Plan, 2001 Incentive Plan, or other such plans, shall ceasedate this payment is fully paid to Employee.

Separation Pay. Company In addition to any other compensation that Executive may terminate this Agreement at any time whether be entitled to as an employee or not such termination constitutes “Proper Cause” retiree of Truist, if the Conditions are met, Truist will provide Executive with the following as Separation Pay: (a) A pro-rated 2022 Annual Incentive Performance Award (as defined in Truist’s Long Term Equity Incentive Program (the “Plan”)), calculated by applying a fraction to the Annual Incentive Performance Award Executive would have otherwise received had Executive continued to be employed for the entire Performance Period (as defined in the Plan), the numerator of which shall be the number of full calendar months of employment (until the Separation Date) during such Performance Period and the denominator of which shall be twelve (12), to be paid when other participants who hold Annual Incentive Performance Awards are paid in March 2023. (b) A lump sum payment in the amount of $2,738,000, to be paid no later than 30 days after the last Consulting Fee payment has been made. (c) Executive’s current health benefits coverage will continue through the end of the month of the Separation Date. Beginning on the first (1st) day of the month following the Separation Date and for 24 months thereafter, Executive will either (i) continue to participate (treating Executive as an “active employee” of Truist for this purpose) in the same group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group employee benefit plan or program for which officers of Truist generally are eligible, on the same terms as were in effect prior to the Separation Date, (ii) to the extent such participation is not permitted by Truist’s group plan insurer, coverage will be provided by Truist under comparable individual and/or family plans (to the extent commercially available) or (iii) Executive shall have the option of selecting retiree medical insurance in lieu of medical benefits set forth in clause (i). Executive shall additionally have the option of selecting retiree life insurance. Any premiums subsidized by the Company during the Consulting Period under this Section 7 4(c) shall be included as payments on Executive’s Form 1099. (d) Executive acknowledges that Executive’s unvested equity awards may be eligible for Retirement (as defined in the Plan) treatment. Attached as Exhibit A to this Agreement is a list of Executive’s outstanding unvested equity awards and original vesting dates, as of the date hereof. Each equity award set forth in Exhibit A has been granted pursuant to the Plan and has been evidenced by an award agreement setting forth the terms and conditions of such equity award (the “Award Agreement”). Executive acknowledges that, in connection with this Agreement, Executive’s outstanding unvested equity awards set forth in Exhibit A will continue to be subject to the terms and conditions, including such vesting conditions, set forth in the applicable underlying Award Agreements. Whether Executive signs this Agreement or not, Executive understands that Executive’s rights to the equity awards and continued participation in the Plan will be governed by the terms of the Plan and the applicable Award Agreements. (e) Effective on the Separation Date, Executive waives future coverage and benefits under all Truist disability programs to the extent not then vested based on a claim accrued through the Separation Date. (f) Executive understands and agrees that, if Executive has any outstanding financial obligations to Truist at the time the payments under this Section 4 are due, such financial obligations will be offset from those payments. (g) Executive expressly acknowledges that Executive is not otherwise entitled to the consideration provided herein and that such amounts serve as adequate consideration for Executive’s general release of claims and other commitments set forth in this Agreement. Executive further expressly understands and acknowledges that: (i) Truist agrees to provide the above-stated payments in exchange for Executive’s compliance with the terms set out in this Agreement; and (ii) a portion of the consideration for this Agreement is Executive’s ongoing compliance with the terms of the Agreement over time. If Executive fails to comply with any of Executive’s obligations under this Agreement, Executive understands and acknowledges that Truist may cease making any of the above-described payments. Executive also acknowledges that if any payment is made to Executive under the terms of this Agreement, then the payments made to Executive are satisfactory and adequate consideration for the covenants and releases made by Executive herein. (h) Notwithstanding any other provision of this Agreement, Truist has made no representation to Executive as to whether the payments made pursuant to this Agreement are subject to taxation, and Truist shall not be obligated to guarantee any particular tax result for Executive with respect to any payment provided hereunder. Executive shall be solely responsible for any taxes imposed on Executive with respect to any such payment. In the event Company terminates that it is subsequently determined by any federal, state, or local taxing authority that Executive owes any additional taxes with respect to this Agreement without Proper Cause Agreement, it is expressly agreed that the determination of any tax liability, if any, is between Executive and that taxing authority, and that Truist will not be responsible for the payment of such taxes, including any interest and penalties. Executive further agrees to indemnify and hold Truist harmless from any and all loss, costs, expenses, interest, payments, or penalties incurred by it as a result of adhering to the withholding elections provided by Executive and, as a result, not making certain deductions from the payments set forth above in the event said payments should later be deemed taxable. (i) If Executive’s services are terminated during the Consultancy Period due to Executive’s death or Disability (as defined in Section 7 hereof: (1) The Officer the Employment Agreement), Executive or Executive’s heirs, as applicable, shall not be considered an employee after entitled to receive the effective date of the terminationSeverance Pay. (2j) Company If Executive’s services are terminated during the Consultancy Period due to Executive’s voluntary termination of services, or due to Truist terminating Executive’s services for Just Cause (as defined in the Employment Agreement), Executive shall pay to Officer an amount equal to two (2) times Officer’s annual salary at the time of termination (“Separation Pay”). (3) Company shall pay the Officer the Separation Pay over a period of twenty-four (24) months in equal installments less all withholdings required by law and authorized deductions, at intervals consistent with Company payroll practices. (4) Officer will not be entitled to receive any benefits or bonuses described in Section 3(b) and (c) hereofthe Severance Pay. (5) Officer will be entitled to receive such Separation Pay only if the Officer executes and does not revoke a Release of all claims and liabilities in form prescribed by Company. (6) Following termination without cause, Officer is entitled to elect insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA) for a period of up to eighteen (18) months following officers termination, and Company shall be obligated to pay on behalf of Officer the monthly premium cost for Officer’s health/medical coverage under COBRA, less the same contribution as required by employee’s group life and health insurance coverages pursuant to the prevailing policies and practices of the Company (now and in the future) with respect to similarly positioned officers of the Company or its present or future subsidiaries or affiliates. (7) Nothing herein shall restrict the Officer’s vested rights, if any, pursuant to Company’s 401(k) Plan, Retirement Income Plan, Basic Retirement Plan, 2001 Incentive Plan, or any similar plans. Notwithstanding the Officer receiving any payments under the terms of this Section, on the date of the Officer’s termination, all vesting, for purposes of the Company’s 401(k) Plan, Retirement Income Plan, Basic Retirement Plan, 2001 Incentive Plan, or other such plans, shall cease.

Separation Pay. Company Any full time member of the Shaker Regional Bargaining Unit employed under the contract prior to the completion of the 2008-2009 School Year is eligible for the benefits under this section. A full time member of the Shaker Regional Bargaining Unit who has had at least 20 years of full time service in Shaker Regional School District may terminate retire under this plan as of July 1st, in the calendar year in which said member completed 20 years of service or as of the first of July in any year thereafter. (Employee #10119 shall have all years of service in the district counted toward their separation pay.) Said request in filing for separation pay shall be made prior to or on October 15th prior to the intendent July 1st retirement date. The request for the separation pay provision will be determined by the Board on or before its February meeting. Bargaining unit members who have qualified for Long Term Disability under the fringe benefits provision from the Shaker Regional School District’s Collective Bargaining Agreement at are ineligible for the separation pay provision. Said separation pay participants shall receive a lump sum payment in accordance with the following formula. The formula is 1.75% of salary x number of years in district. Payment will be processed on the first payroll in July and shall have all applicable taxes and retirement deducted. Retiring employee shall have the opportunity to purchase continuation of health, dental and life insurance. Employees shall be able to appropriate sums from the separation payment toward the total cost of these benefits for the first year. Employees selecting to participate in the Separate Pay under this Article shall not receive separation pay as stated in Article VIII-G. The limit on the number eligible for the separation pay provision in any time whether or not such termination constitutes “Proper Cause” as defined in Section 7 hereofsingle year will be six (6). In the event Company terminates more than six (6) employees apply, the plan shall be limited to the six (6) most senior applicants. Seniority shall be determined first by age, then by years of service in the Shaker Regional School District, then by birth date. The Shaker Regional School District, at its discretion, may approve additional applications for this Agreement without Proper Cause as defined provision. In the case of death of a Bargaining Unit member, payment of all sums will be made to the employee’s designated beneficiary, who will be designated in Section 7 hereof: (1) The Officer shall not be considered an employee after the effective date of the termination. (2) Company shall pay to Officer an amount equal to two (2) times Officer’s annual salary writing at the time of termination (“Separation Pay”). (3) Company shall pay the Officer the Separation Pay over a period of twenty-four (24) months in equal installments less all withholdings required by law and authorized deductions, at intervals consistent with Company payroll practices. (4) Officer will not be entitled to receive any benefits or bonuses described in Section 3(b) and (c) hereof. (5) Officer will be entitled to receive such Separation Pay only if the Officer executes and does not revoke a Release of all claims and liabilities in form prescribed by Company. (6) Following termination without cause, Officer separation notice is entitled to elect insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA) for a period of up to eighteen (18) months following officers termination, and Company shall be obligated to pay on behalf of Officer the monthly premium cost for Officer’s health/medical coverage under COBRA, less the same contribution as required by employee’s group life and health insurance coverages pursuant given to the prevailing policies and practices of District. The District will make every reasonable attempt to contact the Company (now and in the future) with respect to similarly positioned officers of the Company or its present or future subsidiaries or affiliatesbeneficiary. (7) Nothing herein shall restrict the Officer’s vested rights, if any, pursuant to Company’s 401(k) Plan, Retirement Income Plan, Basic Retirement Plan, 2001 Incentive Plan, or any similar plans. Notwithstanding the Officer receiving any payments under the terms of this Section, on the date of the Officer’s termination, all vesting, for purposes of the Company’s 401(k) Plan, Retirement Income Plan, Basic Retirement Plan, 2001 Incentive Plan, or other such plans, shall cease.

Separation Pay. If Employee's employment is terminated (i) by the Company may terminate this Agreement at any time whether Without Cause, or not such termination constitutes “Proper Cause” as defined in Section 7 hereof. In the event Company terminates this Agreement without Proper Cause as defined in Section 7 hereof: (1ii) The Officer shall not be considered an employee by Employee for Good Reason, then, beginning immediately after the effective date of termination (the termination. (2) "Termination Date"), the Company shall pay to Officer an amount Employee monthly Separation Pay as follows: (i) in the event the Termination Date is on or after January 1, 2002, Employee's monthly Separation Pay shall be equal to two (2) times Officer’s the annual salary at being paid to Employee prior to the time Termination Date plus total bonuses earned by Employee under the executive bonus plan applicable to Employee during the most recent twelve (12) month period prior to the Termination Date, divided by twelve (12); or (ii) in the event the Termination Date is before January 1, 2002, Employee's Separation Pay shall be equal to the annual salary last paid to Employee prior to the Termination Date divided by twelve (12), plus total bonuses earned by Employee under the executive bonus plan applicable to Employee during fiscal year 2001 divided by the total number of termination months (“including portions of months) that Employee was employed by the Company in 2001. In either case, such monthly Separation Pay”). (3) Pay shall be offset by any outstanding advances on salary or bonuses paid to Employee prior to the Termination Date. The Company shall pay the Officer the Employee Separation Pay over for a period minimum of twentythree months. In addition, the Company shall pay Employee Separation Pay for one and one-four half months for every year between Employee's date of employment with the Company and the Termination Date, with partial years pro rated. The Company's obligation to pay Employee Separation Pay shall be conditioned upon Employee's (24i) months execution of a Separation and Release Agreement in equal installments less a form prepared by the Company whereby Employee releases the Company from any and all withholdings required by law liability and authorized deductionsclaims of any kind, at intervals consistent and (ii) compliance with Company payroll practices. the restrictive covenants (Sections 4) Officer will not be entitled to receive any benefits or bonuses described in Section 3(b, 5, 6, and 7) and (c) hereof. (5) Officer will be entitled all post-termination obligations contained in this Agreement. The Company's obligation to receive such pay Employee Separation Pay only if the Officer executes and does not revoke a Release set forth in this Section 12 shall terminate immediately upon any breach by Employee of all claims and liabilities in form prescribed by Companyany post-termination obligations to which Employee is subject. (6) Following termination without cause, Officer is entitled to elect insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA) for a period of up to eighteen (18) months following officers termination, and Company shall be obligated to pay on behalf of Officer the monthly premium cost for Officer’s health/medical coverage under COBRA, less the same contribution as required by employee’s group life and health insurance coverages pursuant to the prevailing policies and practices of the Company (now and in the future) with respect to similarly positioned officers of the Company or its present or future subsidiaries or affiliates. (7) Nothing herein shall restrict the Officer’s vested rights, if any, pursuant to Company’s 401(k) Plan, Retirement Income Plan, Basic Retirement Plan, 2001 Incentive Plan, or any similar plans. Notwithstanding the Officer receiving any payments under the terms of this Section, on the date of the Officer’s termination, all vesting, for purposes of the Company’s 401(k) Plan, Retirement Income Plan, Basic Retirement Plan, 2001 Incentive Plan, or other such plans, shall cease.

Separation Pay. Company may terminate Subject to the effectiveness of the release attached hereto as Exhibit B and Executive’s compliance with this Agreement at any time whether or not such termination constitutes “Proper Cause” as defined in Section 7 hereof. In the event Company terminates (and specifically Sections 2.2, 5.2 and 5.3) and provided this Agreement without Proper Cause as defined has not been terminated by Company or Executive, in Section 7 hereofsatisfaction of all obligations to the Executive, the Company will provide the following payments and benefits to Executive on and after his Retirement Date in addition to any accrued and unpaid salary and reimbursable expenses at such date: (1a) The Officer shall not be considered an employee after a lump sum cash payment (less taxes and withholdings) equal to four hundred thousand dollars ($400,000) within five (5) business days following his Retirement Date; (b) Eight hundred thousand dollars ($800,000) payable in accordance with the effective date of Company’s normal payroll practices in substantially equal installments on the terminationCompany’s regular payroll dates over a period commencing on the Retirement Date and ending on March 15, 2008;. (2c) Upon the Retirement Date, Executive shall be entitled to continue participation in the Company’s group health plan in accordance with Section 4980B of the Code, or any similar state law (“COBRA”) and shall pay the full cost of COBRA coverage for the first six months of such coverage. On the date that is six (6) months and one (1) day following the Retirement Date, the Company shall pay to Officer reimburse the Executive in an amount equal to two (2) times Officer’s annual salary at amount paid by the time of termination (“Separation Pay”). (3) Company shall pay the Officer the Separation Pay over a period of twenty-four (24) months in equal installments less all withholdings required by law and authorized deductionsExecutive for such coverage. Thereafter, at intervals consistent with Company payroll practices. (4) Officer will not be entitled to receive any benefits or bonuses described in Section 3(b) and (c) hereof. (5) Officer will be entitled to receive such Separation Pay only if the Officer executes and does not revoke a Release of all claims and liabilities in form prescribed by Company. (6) Following termination without cause, Officer is entitled to elect insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA) for a period of up to six (6) months, the Company shall pay the costs for such coverage, so that the Company will provide Executive with up to twelve (12) months of coverage. Executive shall be responsible for the costs of coverage for the remainder of the COBRA coverage period. The Company’s obligations to reimburse Executive or pay any additional cost of coverage under this Section 5.1(c) shall cease on the date Executive ceases to be eligible for COBRA continuation coverage under the Company’s group health plan. (d) After his Retirement Date, Executive shall be entitled to continue participation in the Company’s life, disability and other welfare plans for a period of eighteen months and the Company shall pay all costs which the Company would otherwise have incurred to maintain such benefits if the Executive had remained an employee of the Company for such eighteen (18) months following officers termination, and Company shall be obligated to pay on behalf of Officer the monthly premium cost for Officer’s health/medical coverage under COBRA, less the same contribution as required by employee’s group life and health insurance coverages pursuant to the prevailing policies and practices of the Company (now and in the future) with respect to similarly positioned officers of the Company or its present or future subsidiaries or affiliatesmonth period. (7e) Nothing herein Executive shall restrict forfeit and agrees to cancel the Officer’s vested rights, if any, pursuant to Company’s 401(k) Plan, Retirement Income Plan, Basic Retirement Plan, 2001 Incentive Plan, or any similar plans. Notwithstanding the Officer receiving any payments under the terms of this Section, stock options set forth on the date of the Officer’s termination, all vesting, for purposes of the Company’s 401(k) Plan, Retirement Income Plan, Basic Retirement Plan, 2001 Incentive Plan, or other such plans, shall ceaseExhibit C attached hereto and made a part hereof.