Common use of Separation Payment Clause in Contracts

Separation Payment. Upon termination of employment for any reason, the Executive shall be entitled to: (A) the sum of his annual Base Salary from the date of termination to be paid according to Section 4; (B) any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Parent during the period ending on the termination date to be paid according to Section 8; (C) any accrued but unused vacation time through the termination date in accordance with Parent policy; and (D) the sum of his annual Bonus from the date of termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior to termination. With respect to any Share Awards held by the Executive as of his death that are not vested and exercisable as of such date, the Parent shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully vested and exercisable as of the Executive’s death, such options (as well as any Share Awards that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period of one (1) year after the Executive’s death or (B) the original term of the option, if such Share Awards is an option. Additionally, if the Executive’s employment is terminated prior to expiration of the Employment Period (including due to his death or Disability, as defined in Section 11(b)) unless the Executive’s employment is terminated for Cause (as defined in Section 11(c)) or the Executive terminates his employment without Good Reason (as defined in Section 11(d) and other than for a Change in Control as provided in Section 11(d) and Section 11(f)), the Executive shall be entitled to receive a cash amount equal to the sum of the Executive’s Base Salary, Annual Bonus and Share Awards earned during the year immediately preceding the date of termination (herein the “Separation Payment”), or the amount payable (including Executive’s Base Salary, Annual Bonus and Share Awards) for the remainder of the Employment Period then in effect, if greater; provided, that the Executive executes an agreement releasing Parent and its affiliates from any liability associated with this Agreement and such release is irrevocable at the time the Separation Payment is first payable under this Section 6 and the Executive complies with his other obligations under Section 13 of this Agreement. Subject to the terms hereof, 100% of the Separation Payment shall be paid within thirty (30) days of the Executive’s termination of employment (“Initial Payment”), provided that the Executive has executed a release.

Separation Payment. Upon termination Provided that Employee (x) executes this Agreement and returns it to the Company, care of employment for any reasonGeneral Counsel, 14701 Hertz ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, so that it is received by the Executive shall be entitled to: (A) Company no later than the sum close of business on May 6, 2019, and does not revoke his annual Base Salary from the date acceptance of termination to be paid according this Agreement pursuant to Section 4; (B) any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Parent during the period ending on the termination date to be paid according to Section 8; (C) any accrued but unused vacation time through the termination date in accordance with Parent policy; and (D) the sum of his annual Bonus from the date of termination to be paid according to Section 5(a7(d); and (Ey) all Share Awards earned honors each of Employee’s commitments set forth herein, then: (a) The Company shall provide Employee with a lump sum payment of $262,500, less applicable taxes and vested prior to termination. With respect to any Share Awards held by the Executive as of his death that are not vested and exercisable as of such date, the Parent shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully vested and exercisable as of the Executive’s death, such options withholdings (as well as any Share Awards that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period of one (1) year after the Executive’s death or (B) the original term of the option, if such Share Awards is an option. Additionally, if the Executive’s employment is terminated prior to expiration of the Employment Period (including due to his death or Disability, as defined in Section 11(b)) unless the Executive’s employment is terminated for Cause (as defined in Section 11(c)) or the Executive terminates his employment without Good Reason (as defined in Section 11(d) and other than for a Change in Control as provided in Section 11(d) and Section 11(f)), the Executive shall be entitled to receive a cash amount equal to the sum of the Executive’s Base Salary, Annual Bonus and Share Awards earned during the year immediately preceding the date of termination (herein the “Separation Cash Payment”), or the amount payable (including Executive’s Base Salary, Annual Bonus and Share Awards) for the remainder of the Employment Period then in effect, if greater; provided, that the Executive executes an agreement releasing Parent and its affiliates from any liability associated with this Agreement and such release is irrevocable at the time the Separation Payment is first payable under this Section 6 and the Executive complies with his other obligations under Section 13 of this Agreement. Subject to the terms hereof, 100% of the Separation which Cash Payment shall be provided no later than the Company’s first regular pay date after the expiration of Release Revocation Period (as defined below). (b) During the portion, if any, of the twelve (12)-month period following the Separation Date (the “Reimbursement Period”) that Employee elects to continue coverage for Employee and Employee’s spouse and eligible dependents, if any, under the Company’s group health plans pursuant to Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall promptly reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage and the employee contribution amount that similarly situated employees of the Company pay for the same or similar coverage under such group health plans (the “COBRA Benefit”). Each payment of the COBRA Benefit shall be paid to Employee on the Company’s first regularly scheduled pay date in the calendar month immediately following the calendar month in which Employee submits to the Company documentation of the applicable premium payment having been paid by Employee, which documentation shall be submitted by Employee to the Company within thirty (30) days following the date on which the applicable premium payment is paid. Employee shall be eligible to receive such reimbursement payments until the earliest of: (i) the last day of the ExecutiveReimbursement Period; (ii) the date Employee is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which Employee becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Employee); provided, however, that the election of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage shall remain Employee’s termination sole responsibility, and the Company shall not assume any obligation for payment of employment any such premiums relating to such COBRA continuation coverage. (c) The Company shall provide Employee with a lump sum payment equal to Employee’s six (6) weeks of accrued but unused vacation, less applicable taxes and withholdings (the “Initial Vacation Payment”), which Vacation Payment shall be provided that no later than the Executive has executed a releaseCompany’s first regular pay date after the expiration of Release Revocation Period (as defined below).

Separation Payment. Upon termination Without admission of employment any liability and in exchange for any reasonthe releases and covenants contained in this Agreement, the Executive shall be entitled to: (A) the Company agrees to pay you a lump sum of his annual Base Salary from the date of termination to be paid according to Section 4; (B) any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Parent during the period ending on the termination date to be paid according to Section 8; (C) any accrued but unused vacation time through the termination date in accordance with Parent policy; and (D) the sum of his annual Bonus from the date of termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior to termination. With respect to any Share Awards held by the Executive as of his death that are not vested and exercisable as of such date, the Parent shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully vested and exercisable as of the Executive’s death, such options (as well as any Share Awards that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period of one (1) year after the Executive’s death or (B) the original term of the option, if such Share Awards is an option. Additionally, if the Executive’s employment is terminated prior to expiration of the Employment Period (including due to his death or Disability, as defined in Section 11(b)) unless the Executive’s employment is terminated for Cause (as defined in Section 11(c)) or the Executive terminates his employment without Good Reason (as defined in Section 11(d) and other than for a Change in Control as provided in Section 11(d) and Section 11(f)), the Executive shall be entitled to receive a cash amount equal to £136,500 GBP (£65,000 redundancy and £71,500 pro-rated ICP Bonus) in lieu of any statutory notice entitlement and as compensation for loss of employment on redundancy and 2005 ICP Bonus, which shall be payable in entirety within thirty (30) days after the sum of Separation Date, subject to Section 7, herein. All applicable statutory withholding taxes (at the Executive’s Base Salary, Annual Bonus applicable statutory rates) and Share Awards earned during the year immediately preceding the date of termination employee National Insurance contributions will be deducted from this payment (herein the “Separation Payment”). However, or it is the amount payable (including ExecutiveCompany’s Base Salary, Annual Bonus and Share Awards) for the remainder of the Employment Period then in effect, if greater; provided, understanding that the Executive executes an agreement releasing Parent and its affiliates from any liability associated with this Agreement and such release is irrevocable at the time the Separation Payment is first payable under this Section 6 and the Executive complies with his other obligations under Section 13 of this Agreement. Subject to the terms hereof, 100% £30,000 GBP of the Separation Payment will be paid under sections 401 and 403 Income Tax (Earnings and P▇▇▇▇▇▇▇) ▇▇▇ ▇▇▇▇ and that this sum can/will be paid without a requirement for the Company to deduct income tax. If the Inland revenue or other relevant authority should decide that any further tax and/or employee’s national insurance shall be paid within payable, the responsibility for such payments shall be your responsibility. In addition to the Separation Payment, provided you have not begun to provide services (as an employee, consultant or otherwise) to another person or entity (other than for the Company or any of its subsidiaries) which are expected to continue for more than thirty (30) days, or which do continue for more than thirty (30) days of the Executive’s termination of employment (“Initial PaymentServices”), you will receive up to an additional six (6) monthly payments equal to your monthly basic salary, beginning as soon as is practicable after the six-month anniversary of your Separation Date and ending on the earlier of either the twelve (12) month anniversary of the Separation Date, or the date you begin to provide Services (the first six (6) months following the Separation Date plus any additional period of time during which you receive the additional monthly payments in accordance with this provision is known as the “Severance Continuation Period”). You and the Company hereby acknowledge and agree that, except as expressly provided in Sections 3, 4, 5 and 6 of this Agreement, the Separation Payment is being paid to you in lieu of, and in satisfaction of any liability or obligation of the Company or any of its affiliates for, any amount or benefit that would have been payable or required to be provided to you under the Executive has executed Employment Agreement or otherwise, including for salary, benefits, bonus, statutory redundancy, and other compensation or benefits to which you may have been entitled under applicable law or any plan or arrangement of the Company or any of its affiliates in respect of or as a releaseresult of your employment or the termination of your employment contemplated hereby.

Separation Payment. Upon termination In consideration for the EXECUTIVE’s execution of employment for any reasonthis Agreement, the Executive COMPANY shall be entitled to: provide (A) the sum of his annual Base Salary from the date of termination or cause to be paid according to Section 4; (B) any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities provided), for the Parent during the period ending on the termination date to be paid according to Section 8; (C) any accrued but unused vacation time through the termination date in accordance with Parent policy; and (D) the sum of his annual Bonus from the date of termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior to termination. With respect to any Share Awards held by the Executive as of his death that are not vested and exercisable as of such date, the Parent shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully vested and exercisable as benefit of the Executive’s deathEXECUTIVE, such options a one-time cash payment in the aggregate of $1,450,000.00 (as well as any Share Awards that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period of one (1) year after the Executive’s death or (B) the original term of the option, if such Share Awards is an option. Additionally, if the Executive’s employment is terminated prior to expiration of the Employment Period (including due to his death or Disability, as defined in Section 11(b)) unless the Executive’s employment is terminated for Cause (as defined in Section 11(c)) or the Executive terminates his employment without Good Reason (as defined in Section 11(d) and other than for a Change in Control as provided in Section 11(d) and Section 11(f)), the Executive shall be entitled to receive a cash amount equal to the sum of the Executive’s Base Salary, Annual Bonus and Share Awards earned during the year immediately preceding the date of termination (herein the “Separation Payment”), paid on or before the amount payable (including Executive’s Base Salary, Annual Bonus and Share Awards) for the remainder first regularly-scheduled payroll date of the Employment Period then in effect, if greater; provided, COMPANY that is processed following the Executive executes an agreement releasing Parent EXECUTIVE’s execution and its affiliates from any liability associated with delivery to the COMPANY of this Agreement and such release is irrevocable at the time Agreement. The date the Separation Payment is first payable under this Section 6 and the Executive complies with his other obligations under Section 13 of this Agreement. Subject received by EXECUTIVE pursuant to the terms hereof, 100% of this Paragraph 1 shall be referred to herein as the “Payment Date.” Payment of the Separation Payment to the EXECUTIVE shall constitute a full and valid discharge of the COMPANY’s payment obligation pursuant to this Agreement. The Separation Payment and other consideration described herein represents a settlement of any and all claims the EXECUTIVE or any of the EXECUTIVE Releasing Parties have or ever had against the COMPANY or any of the COMPANY Released Parties (as defined in Paragraph 4(a)) from the beginning of time to the Effective Date, except for the Indemnification Rights (as defined in Paragraph 3) and the Executive Protections (as defined in Paragraph 4(d)). (a) The Separation Payment will be paid within thirty to the EXECUTIVE through the COMPANY’s payroll, less applicable tax withholding. (30b) days The EXECUTIVE acknowledges and agrees that: (i) the Separation Payment and other consideration that she is receiving pursuant to this Agreement constitute just and sufficient consideration for the waivers, releases, and promises set forth herein; (ii) the consideration set forth in this Agreement constitutes full accord and satisfaction for all amounts due and owing to the EXECUTIVE, including, but not limited to, all salary, draw, incentive compensation, commissions, bonuses, wages, overtime, expense reimbursements, or other payments or forms of remuneration of any kind or nature, except for the Executive’s termination of employment Accrued Obligations (“Initial Payment”as defined in Paragraph 3), provided that the Indemnification Rights (as defined in Paragraph 3), and the Executive Protections (as defined in Paragraph 4(d)); and (iii) the EXECUTIVE has executed a releaseconsulted with an attorney before executing this Agreement.

Separation Payment. Upon termination of employment (a) In consideration for any reasonentering into this Agreement, the Executive Employer shall be entitled to: (A) pay to the Employee the sum of his annual Base Salary from the date of termination to be paid according to Section 4; Nine Hundred Sixty-Seven Thousand Five Hundred Dollars (B) any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Parent during the period ending on the termination date to be paid according to Section 8; (C) any accrued but unused vacation time through the termination date in accordance with Parent policy; and (D) the sum of his annual Bonus from the date of termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior to termination. With respect to any Share Awards held by the Executive as of his death that are not vested and exercisable as of such date, the Parent shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully vested and exercisable as of the Executive’s death, such options (as well as any Share Awards that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period of one (1) year after the Executive’s death or (B) the original term of the option, if such Share Awards is an option. Additionally, if the Executive’s employment is terminated prior to expiration of the Employment Period (including due to his death or Disability, as defined in Section 11(b)) unless the Executive’s employment is terminated for Cause (as defined in Section 11(c)) or the Executive terminates his employment without Good Reason (as defined in Section 11(d) and other than for a Change in Control as provided in Section 11(d) and Section 11(f)$967,500), the Executive shall be entitled to receive a cash amount equal to the sum of the Executive’s Base Salary, Annual Bonus and Share Awards earned during the year immediately preceding the date of termination less legally required payroll deductions (herein the “Separation Payment”). Of that amount, $322,500 (“Initial Separation Payment”) will be severance pay payable on involuntary termination of employment for good reason under the Employment Agreement dated July 28, 2006, as amended (the “Employment Agreement”) and the balance of $645,000 (“Additional Separation Payment”) will be payable on involuntary termination of employment for good reason under the Employment Agreement. The Company will pay the Initial Separation Payment in thirteen (13) equal bi-weekly installments with the first such installment paid on the first pay period following the Separation Date. The Company will pay the Additional Separation Payment to Employee in twenty-six (26) equal bi-weekly installments with the first such installment paid on the fourteenth (14th) pay period following the Separation Date. The parties acknowledge that they have reviewed the matter and have determined that the restrictions of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended, concerning payments to “specified employees” are not applicable to the Initial Separation Payment and that the Initial Separation Payment is not subject to any delay of payment because the Initial Separation Payment qualifies as separation pay under Treasury Regulation 1.409A-1(b)(9) which is exempt from the restrictions of Section 409A. The parties intend that the Initial Severance Payment under this Section and the continuation of health benefits under Section 3(a) will qualify as exempt from the restrictions of Section 409A of the Code, as amended, and final regulations under Section 409A. Notwithstanding any other provision of this Agreement, to the extent any payments under Section 2(a), 3(a) or both could become subject to penalties, interest and additional income tax under Section 409A of the Code, the parties will cooperate to amend this Agreement to comply with Section 409A and to provide Employee with the same or equivalent value of benefits described under the applicable Section in a manner that does not result in penalties, interest or additional income tax. The Employee will cooperate with the Company to make any amendment, retroactively if necessary, which Employee and the Company reasonably determine necessary or advisable to conform this Agreement to, and to satisfy the conditions of, Section 409A of the Code and related regulations and rulings in a manner that does not result in adverse income tax consequences to Employee. (b) The parties agree that the Employer shall pay to the Employee a bonus in the amount payable of Three Hundred Twenty-Two Thousand Five Hundred Dollars (including Executive$322,500), less legally required payroll deductions, which amount shall be paid on the date the Employer makes the bonus payment to other eligible named executive officers regardless of whether Employee is employed at the payout date. (c) In addition to the payment set forth above in Section 2(a), the parties acknowledge that the Employee shall receive, in Employee’s Base Salaryfinal paycheck to be issued on May 23, Annual Bonus 2008, all wages from May 4-27, 2008 in the total amount of Forty-Two Thousand One Hundred Seventy-Three Dollars and Share AwardsEight Cents ($42,173.08), less legally required payroll deductions, and payment for accrued paid time off in the total amount of Ninety Three Thousand Six Hundred Forty-Eight Dollars and Seventy-Three Cents ($93,648.73), less legally required payroll deductions. (d) for The Employer represents and warrants, and the remainder of the Employment Period then in effect, if greater; providedEmployee acknowledges, that the Executive executes an agreement releasing Parent and its affiliates from any liability associated with consideration paid to the Employee under this Agreement and such release is irrevocable at least equal to or exceeds the time amount the Separation Payment is first payable under this Section 6 and the Executive complies with his other obligations under Section 13 of this Agreement. Subject Employee would ordinarily be entitled to the terms hereof, 100% upon termination of the Separation Payment shall be paid within thirty (30) days of the ExecutiveEmployee’s termination of employment (“Initial Payment”), provided that the Executive has executed a releaseemployment.

Separation Payment. Upon termination of employment Provided that the Transition Period has not been terminated early pursuant to Section 3 hereof, and in consideration for any reason, and conditioned upon the First Execution and the Second Execution (and Executive’s non-revocation thereof): a. Executive shall be entitled to: (A) paid a lump sum cash payment equal to the sum of his annual Base Salary from (x) Executive’s then-current base salary of no less than $450,000 and (y) the date Annual Bonus for the fiscal year ending December 31, 2022 of termination no less than $1,020,000, which shall be payable within sixty (60) days following the Separation Date. b. All of Executive’s then-unvested equity shall be subject to be paid according to Section 4; (B) any the terms and all reasonable expenses paid or incurred conditions as set forth in the award agreements evidencing such awards, as if Executive’s employment has been terminated by the Company without cause; provided that the restriction on Competition (as defined therein) shall not apply. c. If Executive is enrolled in connection with Tiptree’s group medical, dental and/or vision plans on the Separation Date, Executive may elect to continue Executive’s participation and related that of Executive’s eligible dependents in those plans for a period of time pursuant to the performance of his duties federal law known as “COBRA” or similar applicable state law (together, “COBRA”). Executive may make such an election whether or not Executive accepts this Agreement. However, if Executive accepts this Agreement and responsibilities for the Parent during the period ending on the termination date Executive timely elects to be paid according to Section 8; (C) any accrued but unused vacation time through the termination date in accordance with Parent policy; and (D) the sum of his annual Bonus from the date of termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior to termination. With respect to any Share Awards held by the Executive as of his death that are not vested and exercisable as of such date, the Parent shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully vested and exercisable as of the continue Executive’s deathparticipation and that of Executive’s eligible dependents under COBRA, such options Tiptree will pay Executive’s portion of Executive’s monthly premiums that is above the rate paid by active Tiptree employees (as well as any Share Awards that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such optionsthe “Monthly Premium Reimbursement”), until the earlier of (Ai) eighteen (18) months or (ii) the date Executive becomes eligible for coverage with a period subsequent employer. In the event that Executive elects to waive COBRA coverage and enrolls in Medicare supplemental coverage or individual market coverage or elects a combination thereof (whether individually or through her LLC), Tiptree shall pay an amount not to exceed the Monthly Premium Reimbursement toward the cost of one premiums for such coverage. d. For the avoidance of any doubt, Executive or her estate shall be entitled to the payments and benefits set forth in this Section 2 if (1i) year after the Executive’s her employment ends as a result of her death or (B) the original term of the option, if such Share Awards is an option. Additionally, if the Executive’s employment is terminated prior to expiration of the Employment Period (including due to his death or Disability, as defined in Section 11(b)) unless the Executive’s employment is terminated for Cause Disability (as defined in Section 11(cthe Employment Agreement), (ii) her employment ends for any reason after the Transition Date but before the end of the Project Period; (iii) or if the Executive terminates his employment without Good Reason (as defined in Section 11(d) and other than for a Change in Control as provided in Section 11(d) and Section 11(f)), the Executive shall be entitled to receive a cash amount equal to the sum of the Executive’s Base Salary, Annual Bonus and Share Awards earned during the year immediately preceding the date of termination (herein the “Separation Payment”), or the amount payable (including Executive’s Base Salary, Annual Bonus and Share Awards) for the remainder of the Employment Period then in effect, if greater; provided, that the Executive executes an agreement releasing Parent and its affiliates from any liability associated with Company materially breaches this Agreement and such release is irrevocable at the time the Separation Payment is first payable under this Section 6 and the breach has not been cured within 30 days of written notice provided by Executive complies with his other obligations under Section 13 of this Agreement. Subject to the terms hereof, 100% of the Separation Payment shall be paid Company within thirty (30) 90 days of the Executive’s termination occurrence of employment (“Initial Payment”), such breach and provided that Executive terminates her employment within 60 days of the Executive has executed a releaseexpiration of such cure period.

Separation Payment. Upon termination of employment for any reason, If the Executive shall be entitled to: (A) the sum of his annual Base Salary incurs a “separation from service” from the date Company (within the meaning of termination to be paid according to Section 4; 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended and Treasury Regulation Section 1.409A-1(h)) (Ba “Separation from Service”) any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance reason of his duties and responsibilities for the Parent during the period ending on the termination date to be paid according to Section 8; (C) any accrued but unused vacation time through the termination date in accordance with Parent policy; and (D) the sum of his annual Bonus from the date of termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior to termination. With respect to any Share Awards held by the Executive as of his death that are not vested and exercisable as of such date, the Parent shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully vested and exercisable as a separation of the Executive’s deathemployment by the Company without Cause, such options by the Executive for Good Reason, or upon the Death or Disability of the Executive, in addition to the Accrued Obligations, and subject to the conditions set forth in this Section 7(A)(i), the Company shall pay the Executive (as well as any Share Awards that previously became vested and exercisable) or to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period of one (1) year after the Executive’s death heirs, beneficiaries or (B) the original term of the option, if such Share Awards is an option. Additionally, if the Executive’s employment is terminated prior to expiration of the Employment Period (including due to his death or Disabilityestate, as defined applicable) severance in Section 11(b)) unless the Executive’s employment is terminated for Cause (as defined in Section 11(c)) or the Executive terminates his employment without Good Reason (as defined in Section 11(d) and other than for a Change in Control as provided in Section 11(d) and Section 11(f)), the Executive shall be entitled to receive a cash an amount equal to the sum of one (1) times the Executive’s Annual Base Salary, Annual Bonus and Share Awards earned during the year Salary in effect immediately preceding prior to the date of termination the Executive separates from employment (herein the “Separation PaymentSeverance”), less taxes and other applicable withholdings, payable over a period of twelve (12) months, in twelve ) equal installments. It shall be a condition to Executive’s right to receive the Severance that Executive (or the amount payable (including Executive’s Base Salaryheirs, Annual Bonus beneficiaries, or estate, as applicable) execute and Share Awardsdeliver to the Company an effective general release of claims in a form prescribed by the Company (the “Release”), within twenty-one (21) for days (or, to the remainder extent required by law, forty-five (45) days) following the effective date of the Employment Period then in effectseparation of employment, if greater; provided, and that the Executive executes an agreement releasing Parent not revoke such Release during any applicable revocation period. Upon timely execution and its affiliates from any liability associated with this Agreement and such release is irrevocable at delivery of the time the Separation Payment is first payable under this Section 6 and Release by the Executive complies with his other obligations under Section 13 of this Agreement. Subject to the terms hereof, 100% of the Separation Payment shall be paid within thirty (30) days of or the Executive’s termination heirs, beneficiaries or estate, as applicable) to the Company, the installment payments of employment (“Initial Payment”), provided the Severance shall begin on the Company’s first regular payroll date that is after the later of the date on which the Executive has executed delivered to the Company the Release signed by the Executive (or the Executive’s heirs, beneficiaries or estate, as applicable) or the end of any applicable revocation period (unless a releaselonger period is required by law) and shall continue monthly thereafter (on the corresponding payroll date of each subsequent month) until the Severance is paid in full. Notwithstanding the foregoing, if the earliest payment commencement date determined under the preceding sentence is in one taxable year of the Executive and the latest possible payment commencement date is in a second taxable year of Executive, the first installment payment of the Severance shall be made on the Company’s first regular payroll date that is in the second taxable year and that is after the end of the applicable revocation period.

Separation Payment. Upon termination Provided that Employee (i) executes this Agreement on or after the Separation Date and returns a copy of employment for any reasonthis Agreement signed by Employee to the Company care of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the Executive shall be entitled to: (A) the sum of his annual Base Salary from the date of termination to be paid according to Section 4General Counsel, at ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ so that it is received by ▇▇. ▇▇▇▇▇▇▇ no later than April 19, 2024; (Bii) any and all reasonable expenses paid or incurred by the Executive does not exercise Employee’s revocation right as set forth in connection with and related to the performance of his duties and responsibilities for the Parent during the period ending on the termination date to be paid according to Section 8; (C) any accrued but unused vacation time through the termination date in accordance with Parent policy18 below; and (Diii) the sum abides by each of his annual Bonus from the date of termination Employee’s commitments set forth herein, then: (a) The Company shall pay to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior to termination. With respect to any Share Awards held by the Executive as of his death that are not vested and exercisable as of such date, the Parent shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully vested and exercisable as of the Executive’s death, such options (as well as any Share Awards that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) Employee a period of one (1) year after the Executive’s death or (B) the original term of the option, if such Share Awards is an option. Additionally, if the Executive’s employment is terminated prior to expiration of the Employment Period (including due to his death or Disability, as defined in Section 11(b)) unless the Executive’s employment is terminated for Cause (as defined in Section 11(c)) or the Executive terminates his employment without Good Reason (as defined in Section 11(d) and other than for a Change in Control as provided in Section 11(d) and Section 11(f)), the Executive shall be entitled to receive a cash total amount equal to the sum of the Executive’s Base Salary$648,000, Annual Bonus less applicable taxes and Share Awards earned during the year immediately preceding the date of termination withholdings (herein the “Separation Payment”), or the which amount payable represents twelve (including Executive12) months’ worth of Employee’s Base Salary, Annual Bonus and Share Awards) for the remainder of the Employment Period then base salary as in effect, if greater; provided, that the Executive executes an agreement releasing Parent and its affiliates from any liability associated with this Agreement and such release is irrevocable at the time effect immediately prior to the Separation Payment is first payable under this Section 6 and the Executive complies with his other obligations under Section 13 of this Agreement. Subject to the terms hereof, Date plus 100% of Employee’s target bonus under the STI Plan (as defined in the Employment Agreement) for 2024. The Separation Payment shall be paid in twenty-six (26)substantially equal installments paid over twelve (12) months following the Separation Date. On the Company’s first regularly scheduled pay date that comes after the day that this Agreement has been timely signed by Employee and returned to the Company as set forth above and the Release Revocation Period (as defined below) has expired without Employee having exercised Employee’s revocation right (such date, the “First Payment Date”), the Company shall pay to Employee, without interest, a number of installments of the Separation Payment equal to the number of such installments that would have been paid during the period beginning on the Separation Date and ending on the First Payment Date had the installments been paid on the Company’s regular bi-weekly pay dates commencing on the Company’s first regularly scheduled pay date following the Separation Date, and each of the remaining installments shall be paid on a bi-weekly basis thereafter. (b) The Company shall pay to Employee a pro-rated portion of the bonus under the STI Plan that Employee would have been paid for 2024 (the “Pro-Rata Bonus Payment”), which Pro-Rata Bonus Payment, if any, shall be paid (if the applicable criteria for earning a bonus under the STI Plan are satisfied for 2024, other than the requirement with respect to continued employment through the applicable payment date), at the same time bonuses under the STIP Plan for 2024 are paid to similarly situated employees of the Company, but no later than March 15, 2025. (c) If, during any portion of the fifteen- (15-) month period following the Separation Date (the “Reimbursement Period”) Employee elects, within the time period prescribed pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to continue coverage under the Company’s group health plans pursuant to COBRA for Employee and Employee’s eligible dependents, then the Company will reimburse Employee on a monthly basis for the difference between the premiums that Employee pays to effect and continue such coverage and the employee contribution amount that similarly situated employees of the Company pay for the same or similar coverage under such group health plans (the “COBRA Reimbursements”). The COBRA Reimbursements will be made to Employee on the Company’s first regularly scheduled pay date in the calendar month immediately following the calendar month in which Employee submits to the Company documentation of the applicable premium having been paid by Employee, which documentation shall be submitted by Employee to the Company within thirty (30) days following the date on which the applicable premium is paid. Employee shall be eligible to receive the COBRA Reimbursements until the earliest of: (i) the last date of the Executive’s termination of employment Reimbursement Period; (“Initial Payment”ii) the date Employee is no longer eligible to receive COBRA continuation coverage, and (iii) the date on which Employee becomes eligible to receive coverage under a group health plan sponsored by another employer (and any such eligibility shall promptly be reported to the Company), provided . Employee acknowledges and agrees that the Executive has executed a releaseelection of continuation coverage pursuant to COBRA and the payment of any premiums due with respect to such continuation coverage will remain Employee’s sole responsibility, and the Company shall not assume any obligation for payment of any such premiums relating to such COBRA continuation coverage. Notwithstanding the foregoing, if the provision of the benefits described in this paragraph cannot be provided in the manner described above without penalty, tax or other adverse impact on the Company or any other member of the Company Group, then the Company and Employee shall negotiate in good faith to determine an alternative manner in which the Company may provide substantially equivalent benefits to Employee without such adverse impact on the Company or such other member of the Company Group. The Separation Payment, Pro-Rata Bonus Payment, and the COBRA Reimbursements are collectively referred to herein as the “Separation Benefits.”

Separation Payment. Upon termination of employment for any reason, If the Executive shall be entitled to: (A) the sum of his annual Base Salary incurs a “separation from service” from the date Company (within the meaning of termination to be paid according to Section 4; 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended and Treasury Regulation Section 1.409A-1(h)) (Ba “Separation from Service”) any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance reason of his duties and responsibilities for the Parent during the period ending on the termination date to be paid according to Section 8; (C) any accrued but unused vacation time through the termination date in accordance with Parent policy; and (D) the sum of his annual Bonus from the date of termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior to termination. With respect to any Share Awards held by the Executive as of his death that are not vested and exercisable as of such date, the Parent shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully vested and exercisable as a separation of the Executive’s deathemployment by the Company without Cause, such options by the Executive for Good Reason, or upon the Death or Disability of the Executive, in addition to the Accrued Obligations, and subject to the conditions set forth in this Section 7(A)(i), the Company shall pay the Executive (as well as any Share Awards that previously became vested and exercisable) or to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period of one (1) year after the Executive’s death heirs, beneficiaries or (B) the original term of the option, if such Share Awards is an option. Additionally, if the Executive’s employment is terminated prior to expiration of the Employment Period (including due to his death or Disabilityestate, as defined applicable) severance in Section 11(b)) unless the Executive’s employment is terminated for Cause (as defined in Section 11(c)) or the Executive terminates his employment without Good Reason (as defined in Section 11(d) and other than for a Change in Control as provided in Section 11(d) and Section 11(f)), the Executive shall be entitled to receive a cash an amount equal to the sum of one-half the Executive’s Annual Base Salary, Annual Bonus and Share Awards earned during the year Salary in effect immediately preceding prior to the date of termination the Executive separates from employment (herein the “Separation PaymentSeverance”), less taxes and other applicable withholdings, payable over a period of six (6) months, in six (6) equal installments. It shall be a condition to Executive’s right to receive the Severance that Executive (or the amount payable (including Executive’s Base Salaryheirs, Annual Bonus beneficiaries, or estate, as applicable) execute and Share Awardsdeliver to the Company an effective general release of claims in a form prescribed by the Company (the “Release”), within twenty-one (21) for days (or, to the remainder extent required by law, forty-five (45) days) following the effective date of the Employment Period then in effectseparation of employment, if greater; provided, and that the Executive executes an agreement releasing Parent not revoke such Release during any applicable revocation period. Upon timely execution and its affiliates from any liability associated with this Agreement and such release is irrevocable at delivery of the time the Separation Payment is first payable under this Section 6 and Release by the Executive complies with his other obligations under Section 13 of this Agreement. Subject to the terms hereof, 100% of the Separation Payment shall be paid within thirty (30) days of or the Executive’s termination heirs, beneficiaries or estate, as applicable) to the Company, the installment payments of employment (“Initial Payment”), provided the Severance shall begin on the Company’s first regular payroll date that is after the later of the date on which the Executive has executed delivered to the Company the Release signed by the Executive (or the Executive’s heirs, beneficiaries or estate, as applicable) or the end of any applicable revocation period (unless a releaselonger period is required by law) and shall continue monthly thereafter (on the corresponding payroll date of each subsequent month) until the Severance is paid in full. Notwithstanding the foregoing, if the earliest payment commencement date determined under the preceding sentence is in one taxable year of the Executive and the latest possible payment commencement date is in a second taxable year of Executive, the first installment payment of the Severance shall be made on the Company’s first regular payroll date that is in the second taxable year and that is after the end of the applicable revocation period.

Separation Payment. Upon termination The Company and Executive hereby agree that, contingent upon Executive’s execution and non-revocation of employment for any reasonand compliance with this Agreement, Executive will be entitled to the benefits described in this Section 2, which equal the benefits to which Executive would be entitled under Section 8(c) of the Employment Agreement (“Involuntary Termination in Connection with a Change in Control”). Conditioned upon Executive’s execution and non-revocation of and compliance with this Agreement, including the releases and covenants that form a material part of this Agreement, which Agreement shall have become effective and irrevocable on the seventh (7th) day following the date Executive executes this Agreement (the “Release Effective Date”), and, contingent upon this Agreement becoming so effective, the Company shall provide to Executive the following payments, which are consistent with Section 8(c) of the Employment Agreement: (a) An amount equal to $415,000, which represents twelve (12) months of Executive’s base salary at the rate in effect as of the Separation Date. Such payment shall be entitled to: paid in substantially equal installments on the Company’s regular payroll schedule and subject to standard deductions and withholdings over the twelve (A12) month period following the Separation Date (the “Severance Period”). The first payment with respect to the amounts set forth above in this Section 2(a) shall occur within seven (7) business days following the Release Effective Date and shall include any salary continuation payments that Executive would have received on or prior to the Release Effective Date but for the delay that occurs while waiting for this Agreement to become effective and irrevocable. (b) Accelerated vesting of 8939 stock options, which Executive acknowledges and agrees represents all of the stock options granted to Executive prior to the Separation Date that are unvested and outstanding as of the Separation Date. Such stock options, as well as all stock options that are otherwise vested and outstanding as of the Separation Date, shall remain outstanding and exercisable for the “Exercise Period” (as defined below) in accordance with the terms of the Company’s 2016 Equity Incentive Plan and the applicable stock option agreement. (c) Subject to Executive’s eligibility and timely election to continue health insurance coverage under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985 or the state equivalent (“COBRA”) following the Separation Date, the Company shall pay the COBRA group health insurance premiums for Executive and Executive’s eligible dependents until the earliest of (i) the sum close of his annual Base Salary from the Severance Period, (ii) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (iii) the date of termination to be paid according to Section 4; (B) any and all reasonable expenses paid or incurred by the when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Such payment shall be paid in substantially equal installments on the Company’s regular payroll schedule and related subject to standard deductions and withholdings during the Severance Period. (d) For purposes of this Agreement, the “Exercise Period” means the period commencing on the Separation Date and ending upon the earlier to occur between (i) the expiration date applicable to the performance of his duties and responsibilities for stock option set forth in the Parent during applicable stock option agreement (the period ending on the termination date to be paid according to Section 8; (C“Expiration Date”) any accrued but unused vacation time through the termination date in accordance with Parent policy; and (Dii) three (3) months after the Separation Date; provided, however, that if during any part of such three (3) month period the stock option is not exercisable solely because of the condition set forth in Section 6 of the applicable stock option agreement (the “Securities Law Compliance”) the sum of his annual Bonus from the date of termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior to termination. With respect to any Share Awards held by the Executive as of his death that are stock option will not vested and exercisable as of such date, the Parent shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully vested and exercisable as of the Executive’s death, such options (as well as any Share Awards that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, expire until the earlier of (A) a the Expiration Date or until it has been exercisable for an aggregate period of one three (13) year months after the Executive’s death or Separation Date; provided further, if during any part of such three (B3) month period, the original term sale of any common stock of the option, if such Share Awards is an option. Additionally, if the Executive’s employment is terminated prior to expiration Company received upon exercise of the Employment Period (including due to his death or Disabilitystock option would violate the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, as defined in Section 11(b)) unless then the Executive’s employment is terminated for Cause (as defined in Section 11(c)) or stock option will not expire until the Executive terminates his employment without Good Reason (as defined in Section 11(d) and other than for a Change in Control as provided in Section 11(d) and Section 11(f)), the Executive shall be entitled to receive a cash amount equal to the sum earlier of the Executive’s Base Salary, Annual Bonus and Share Awards earned Expiration Date or until it has been exercisable for an aggregate period of three (3) months after the Separation Date during which the year immediately preceding the date of termination (herein the “Separation Payment”), or the amount payable (including Executive’s Base Salary, Annual Bonus and Share Awards) for the remainder sale of the Employment Period then in effect, if greater; provided, that the Executive executes an agreement releasing Parent and its affiliates from any liability associated with this Agreement and such release is irrevocable at the time the Separation Payment is first payable under this Section 6 and the Executive complies with his other obligations under Section 13 of this Agreement. Subject to the terms hereof, 100% common stock of the Separation Payment shall be paid within thirty (30) days Company received upon exercise of the Executivestock option would not be in violation of the Company’s termination of employment (“Initial Payment”), provided that the Executive has executed a release▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy.

Separation Payment. Upon termination A. Employee understands and agrees that the consideration and other promises and payments under this Section 2 are contingent on, and in exchange for, Employee’s execution and non-revocation of employment for any reasonthis Agreement and Employee’s compliance with the terms of this Agreement and Section 7 of the Employment Agreement (collectively, the Executive “Employee’s Obligations”). Employee understands and agrees that Employee will not be entitled to, and the Company will not be obligated to pay the consideration or perform the other promises specified in this Section 2, unless Employee satisfies Employee’s Obligations. Employee further understands and agrees that in the event (i) Employee breaches the provisions of this Agreement, (ii) within ninety (90) days following the Change in Control, Employee becomes engaged or retained, as an employee, consultant, independent contractor, or otherwise, on a full-time basis, by the acquirer or an affiliate of the acquiror following the Change in Control, or (iii) the Company becomes aware of actions by Employee that would be or have been grounds for termination for Cause (as defined in the Employment Agreement), the Company shall be entitled to: (Ax) the sum of his annual Base Salary from the date of termination to be paid according to Section 4immediately cease any and all remaining payments under this Agreement; (By) immediate repayment of any amounts paid to Employee under this Section 2, plus, if Employee fails to timely repay the Company such severance, any fees and expenses incurred by the Company to collect such repayment, unless prohibited by applicable law, and with the exception that Employee may retain $1,000, which shall serve as sufficient consideration for the releases and waivers contained herein, which shall remain fully enforceable in their entirety; and/or (z) any and all reasonable expenses paid or incurred by the Executive in connection with and related available remedies under applicable law. B. In exchange for Employee’s adherence to the performance terms and conditions of his duties this Agreement and responsibilities for the Parent during Release detailed below, the period ending on the termination date to be paid according Company will pay Employe, pursuant to Section 8; (C5(c)(iv) any accrued but unused vacation time through the termination date in accordance with Parent policy; and (D) the sum of his annual Bonus from the date of termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior to termination. With respect to any Share Awards held by the Executive as of his death that are not vested and exercisable as of such date, the Parent shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully vested and exercisable as of the Executive’s death, such options (as well as any Share Awards that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period of one (1) year after the Executive’s death or (B) the original term of the option, if such Share Awards is an option. Additionally, if the Executive’s employment is terminated prior to expiration of the Employment Period (including due to his death or DisabilityAgreement, as defined amended, a retention bonus of $35,000, less applicable withholdings and deductions, and make a separation payment to Employee in Section 11(b)) unless the Executive’s employment is terminated total gross amount of $148,302.33 (which for Cause (as defined in Section 11(c)) or clarity includes six months of salary continuation and the Executive terminates his employment without Good Reason (as defined in Section 11(d) and other than aggregate premiums for a Change in Control as provided in Section 11(d) and Section 11(f)six months of continuation of group health benefits), the Executive shall be entitled to receive a cash amount equal to the sum of the Executive’s Base Salaryless applicable withholdings and deductions (collectively, Annual Bonus and Share Awards earned during the year immediately preceding the date of termination (herein the “Separation Payment”). The Parties hereby agree, or the amount payable (including Executive’s Base Salary, Annual Bonus and Share Awards) for the remainder of the Employment Period then in effect, if greater; providedEmployee expressly acknowledges, that the Executive executes an agreement releasing Parent and its affiliates from any liability associated with this Agreement and such release is irrevocable at the time Company will make the Separation Payment is first payable under in a lump sum by direct deposit on the applicable Company’s regular payday, following: (i) Company’s receipt of an original Agreement duly executed by Employee, (ii) Employee’s return of all Company property to Company in accordance with Section 5, below, (iii) the expiration of the revocation period specified in Section 4H, below, without revocation of the Agreement by Employee; and (iv) Employee’s submission of all applicable Internal Revenue Service (“IRS”) Forms to Company. There will be appropriate tax withholdings from this Section 6 Separation Payment, and this Separation Payment will be reported on an IRS W-2 Form issued to Employee. Should Employee prefer another method of receiving the Executive complies with Separation Payment, other than direct deposit, Employee shall notify Company in writing of Employee’s election. Employee and any of his other obligations under Section 13 of this Agreement. Subject eligible dependent shall be eligible to continue, at Employee’s sole cost, participation, in the Company’s health insurance pursuant to the terms hereof, 100% of the Separation Payment shall be paid within thirty (30) days of the Executive’s termination of employment (“Initial Payment”), provided that the Executive has executed a releaseConsolidated Omnibus Budget Reconciliation Act.

Separation Payment. Upon termination of employment In consideration for any reasonthe EXECUTIVE Agreement (including the First Release (as defined in Paragraph 5(a) below) and the Second Release (as defined in Paragraph 6 below)), the Executive COMPANY shall provide (or cause to be entitled to: (A) provided), for the sum benefit of his annual Base Salary from the EXECUTIVE, a one-time cash payment in the aggregate of $3,750,000.00 ( Separation Payment , paid on payroll date following the date that the Second Release becomes effective and irrevocable in accordance with its terms. Except in the case of termination the COBRA Subsidy (as defined in Paragraph 3 below), payment of the Separation Payment to be paid according to Section 4; (B) the EXECUTIVE shall constitute a full and valid discharge of the COMPANY paration Payment and other consideration described herein represents a settlement of any and all reasonable expenses paid claims the EXECUTIVE or incurred by any of the EXECUTIVE Releasing Parties have or ever had against the COMPANY or any of the COMPANY Released Parties (as defined in Paragraph 5(a)) from the beginning of time to the Effective Date of this Agreement, except for the Indemnification Rights (as defined in Paragraph 4) and the Executive Protections (as defined in connection with and related Paragraph 5(d)). (a) The Separation Payment will be paid to the performance of his duties EXECUTIVE through the s payroll, less applicable tax withholding. (b) The EXECUTIVE acknowledges and responsibilities agrees that: (i) the Separation Payment, COBRA Subsidy, and other consideration that she is receiving pursuant to this Agreement constitute just and sufficient consideration for the Parent during the period ending on the termination date to be paid according to Section 8waivers, releases, and promises set forth herein; (C) any accrued but unused vacation time through the termination date in accordance with Parent policy; and (Dii) the sum consideration set forth in this Agreement constitutes full accord and satisfaction for all amounts due and owing to the EXECUTIVE, including, but not limited to, all salary, draw, incentive compensation, commissions, bonuses, wages, overtime, expense reimbursements, or other payments or forms of his annual Bonus from remuneration of any kind or nature, except for the date of termination to be paid according to Section 5(aAccrued Obligations (as defined in Paragraph 4), the Indemnification Rights (as defined in Paragraph 4), and the Executive Protections (as defined in Paragraph 5(d)); and (E) all Share Awards earned and vested prior to termination. With respect to any Share Awards held by the Executive as of his death that are not vested and exercisable as of such date, the Parent shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully vested and exercisable as of the Executive’s death, such options (as well as any Share Awards that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period of one (1) year after the Executive’s death or (Biii) the original term of the option, if such Share Awards is EXECUTIVE has consulted with an option. Additionally, if the Executive’s employment is terminated prior to expiration of the Employment Period (including due to his death or Disability, as defined in Section 11(b)) unless the Executive’s employment is terminated for Cause (as defined in Section 11(c)) or the Executive terminates his employment without Good Reason (as defined in Section 11(d) and other than for a Change in Control as provided in Section 11(d) and Section 11(f)), the Executive shall be entitled to receive a cash amount equal to the sum of the Executive’s Base Salary, Annual Bonus and Share Awards earned during the year immediately preceding the date of termination (herein the “Separation Payment”), or the amount payable (including Executive’s Base Salary, Annual Bonus and Share Awards) for the remainder of the Employment Period then in effect, if greater; provided, that the Executive executes an agreement releasing Parent and its affiliates from any liability associated with this Agreement and such release is irrevocable at the time the Separation Payment is first payable under this Section 6 and the Executive complies with his other obligations under Section 13 of attorney before executing this Agreement. Subject to the terms hereof, 100% of the Separation Payment shall be paid within thirty (30) days of the Executive’s termination of employment (“Initial Payment”), provided that the Executive has executed a release.

Separation Payment. Upon termination of employment In consideration for any reasonyour signing and not revoking this Agreement, the Executive shall be entitled to: Company agrees that (Ax) the sum of his annual Base Salary from the date of termination to be paid according to Section 4; (B) any and all reasonable expenses paid or incurred by the Executive it will pay you a separation payment in connection with and related to the performance of his duties and responsibilities for the Parent during the period ending on the termination date to be paid according to Section 8; (C) any accrued but unused vacation time through the termination date in accordance with Parent policy; and (D) the sum of his annual Bonus from the date of termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior to termination. With respect to any Share Awards held by the Executive as of his death that are not vested and exercisable as of such date, the Parent shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully vested and exercisable as of the Executive’s death, such options (as well as any Share Awards that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period of one (1) year after the Executive’s death or (B) the original term of the option, if such Share Awards is an option. Additionally, if the Executive’s employment is terminated prior to expiration of the Employment Period (including due to his death or Disability, as defined in Section 11(b)) unless the Executive’s employment is terminated for Cause (as defined in Section 11(c)) or the Executive terminates his employment without Good Reason (as defined in Section 11(d) and other than for a Change in Control as provided in Section 11(d) and Section 11(f)), the Executive shall be entitled to receive a cash gross amount equal to the sum of the Executive’s Base Salary, Annual Bonus and Share Awards earned during the year immediately preceding the date of termination $638,000 (herein the “Separation Payment”), or the amount payable which you acknowledge and agree equals (including Executive’s Base Salary, Annual Bonus and Share Awardsi) for the remainder 12 months of your base salary as of the Last Day of Employment, plus (ii) a full bonus for 2023 (which you acknowledge and agree is greater than, and shall therefore take the place of, the Pro Rata Bonus (as that term is defined in the Employment Period then Agreement)), plus (y) (i) 37,500 of your “Option Shares” as provided in effectthat certain Non-Qualified Share Option Agreement for Company Employees Under the Compass Pathways PLC 2020 Share Option and Incentive Plan (the “Plan”) between you and Compass Pathways PLC dated December 6, if greater; provided2021 (the “Initial Option Share Agreement”) that would have been deemed to be unvested as of the Last Day of Employment will instead be treated as vested for all purposes, (ii) 11,250 of your “Option Shares” as provided in that certain Non-Qualified Share Option Agreement for Company Employees Under the Executive executes an agreement releasing Parent Plan between you and its affiliates Compass Pathways PLC dated February 2, 2023 (the “Secondary Option Share Agreement”) that would have been deemed to be unvested as of the Last Day of Employment will instead be treated as vested for all purposes, and (iii) 5,625 of your “Restricted Share Units” as provided in that certain Restricted Share Unit Agreement for Company Employees Under the Plan between you and Compass Pathways PLC dated December 6, 2021 (the “Restricted Share Unit Agreement”) that would have been deemed to be unvested as of the Last Day of Employment will instead be treated as vested for all purposes. Given the foregoing, as of your Last Day of Employment, you acknowledge and agree that, in the aggregate, a total of (i) 106,250 of your “Option Shares” under the Initial Option Share Agreement shall be vested (“Vested Initial Option Shares”), (ii) 19,687 of your “Option Shares” under the Secondary Option Share Agreement shall be vested (“Vested Secondary Option Shares”), (iii) 5,625 of your “Restricted Share Units” under the Restricted Share Unit Agreement shall be vested (“Vested Restricted Share Units”, along with the Vested Initial Option Shares, and Vested Secondary Share Options, the “Vested Equity Awards”), (iv) any other awards issued to you under the Initial Option Share Agreement, Secondary Option Share Agreement, Restricted Share Unit Agreement, and/or the Plan, in any case, are not vested and shall instead be automatically forfeited, and (v) all Vested Equity Awards shall continue to remain subject to the terms and conditions set forth in the Initial Option Share Agreement, Secondary Option Share Agreement, Restricted Share Unit Agreement, and Plan (as applicable). All applicable tax withholding and other lawful deductions will be taken from any liability associated with this Agreement and such release is irrevocable at the time gross amount of the Separation Payment. The Separation Payment is first payable under this Section 6 will be reported to taxing authorities as wage income on an IRS Form W-2 and the Executive complies with his other obligations under Section 13 of this Agreementany applicable state or local equivalent form(s). Subject to the terms hereofand conditions of the Consideration and Revocation Periods set forth below, 100% the Separation Payment will be paid in substantially equal monthly installments, with the first installment to be paid on or during the first scheduled Company pay cycle following the expiration of the Revocation Period. In addition, the Company’s external accounting provider is currently determining whether a tax return needs to be filed or any taxes are owed outside the United States with respect to your services on behalf of the Company. To the extent that it is later determined by any foreign tax agency that you need to file a return or you owe taxes to any country other than the United States, the Company will pay for your tax filing assistance and indemnify you for any penalties, levies or interest for any purported failure to pay such taxes on a timely basis. In further consideration for your signing and not revoking this Agreement, the Company agrees to reimburse your reasonable legal fees in connection with the negotiation of this Agreement, not to exceed $3,000.00, contingent upon you and/or your counsel providing any related documentation as may be reasonably requested by the Company (e.g., a tax form completed by you and/or your counsel). The parties acknowledge and agree that, except as expressly set forth herein, nothing contained in this Agreement shall be construed as a representation, warranty, or statement, whether direct or implied, by COMPASS regarding your entitlement, if any, to post-employment benefits, including but not necessarily limited to pension, disability, or unemployment insurance benefits, from any entity, organization, or provider, or from any federal, state, or local agency. You acknowledge and agree that, except as expressly set forth herein, neither the Company, nor any employee or agent thereof, has proffered to you, whether in writing or otherwise, any such representations, warranties, or statements, and that you have not relied upon any such representations, warranties, or statements in entering into and performing under this Agreement. You acknowledge and agree that the COMPASS Releasees (as that term is defined below) have no obligation, except as expressly provided above, with respect to the payment of any of your attorneys’ fees or legal costs, if any, whether in connection with this matter or otherwise. You further acknowledge and agree that you shall protect, indemnify, defend, and hold harmless the COMPASS Releasees from and against any and all liability or claims (including attorneys’ fees and costs to defend against any claim) imposed or asserted, as applicable, against any of the COMPASS Releasees for their failure to pay any portion of the Separation Payment shall be paid within thirty (30) days or any other monies to any attorney who has represented you in connection with your actual, threatened, or potential claims against any of the Executive’s termination of employment (“Initial Payment”), provided that the Executive has executed a releaseCOMPASS Releasees.

Separation Payment. Upon Employee is a signatory under an Executive Severance Agreement dated February 12, 2008 and agreed to all the terms and conditions of that Severance Agreement. The Employee’s termination from Matrix is a triggering event for payment of the severance benefit set forth in the Executive Severance Agreement. In consideration for participation in the Executive Severance Agreement and in consideration of the representations, covenants and mutual promises set forth in this Agreement, the severance benefit shall consist of the following: (i) MATRIX will pay Employee (A) one (1) year’s base salary plus (B) the average of bonuses paid to Employee in the two (2) prior calendar years and the bonus that Employee would have received for the current calendar year, in each case, less customary payroll deductions (the “Severance Pay”). Employee will receive the Severance Pay referred to in clause (A) above in a lump sum seven (7) days after his execution of this Agreement unless this Agreement is otherwise revoked in accordance with Paragraph 5 below. Employee will receive the Severance Pay referred to in clause (B) above no later than ten (10) days following certification of the bonus amounts for fiscal 2014 by the Compensation Committee of the Board of Directors of MATRIX, which is expected to take place on August 26, 2014. (ii) MATRIX will provide Employee with an outplacement allowance consisting of the following and subject to the following conditions: Reimbursement to the entity that provides outplacement services to Employee for the actual costs of reasonable outplacement services directly related to the termination of employment for any reasonhereunder, the Executive shall be entitled to: which expenses (A) are incurred and the sum of his annual Base Salary from the date of termination to be paid according to Section 4invoice received by MATRIX no later than December 31, 2014; (B) are no greater than the maximum amount of $5,000 in the aggregate and (C) have been approved by MATRIX in advance of such expenditures. Such reimbursement shall be paid on a timely basis following submission of invoices properly substantiating such expenses. Outplacement services may consist of any services which are customarily provided to departing employees, including with limitation, assistance with resume preparation, training with respect to modern job searching techniques and all reasonable expenses paid or incurred by the Executive in connection coaching with and related respect to the performance of his duties and responsibilities employment interviews. (iii) MATRIX will reimburse Employee for the Parent during the payments Employee makes for COBRA coverage for a period ending on December 31, 2014, provided Employee timely elects and pays for continuation coverage pursuant to the termination date Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. COBRA reimbursements will be made by MATRIX to Employee consistent with MATRIX’s normal expense reimbursement policy, provided that Employee submits documentation to MATRIX substantiating his payments for COBRA coverage. Notwithstanding the foregoing, if Employee, Employee’s spouse, or Employee’s dependent becomes eligible to be paid according to Section 8; (C) any accrued but unused vacation time through the termination date in accordance with Parent policy; and (D) the sum of his annual Bonus from the date of termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior to termination. With respect to any Share Awards held covered by the Executive as of his death that are not vested and exercisable as of such date, the Parent shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully vested and exercisable as of the Executive’s death, such options (as well as any Share Awards that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such optionsemployer-sponsored group health plan or becomes eligible for coverage under any government-sponsored health plan, until reimbursement of COBRA premiums provided under this clause (iii) shall cease. Paragraphs (i) through (iii) together represent consideration for the earlier of representations, agreements, waivers, and releases set forth herein, and upon the terms and conditions herein described (A) a period of one (1) year after the Executive’s death or (B) the original term of the option, if such Share Awards is an option. Additionally, if the Executive’s employment is terminated prior to expiration of the Employment Period (including due to his death or Disability, as defined in Section 11(b)) unless the Executive’s employment is terminated for Cause (as defined in Section 11(c)) or the Executive terminates his employment without Good Reason (as defined in Section 11(d) and other than for a Change in Control as provided in Section 11(d) and Section 11(f)), the Executive shall be entitled to receive a cash amount equal to the sum of the Executive’s Base Salary, Annual Bonus and Share Awards earned during the year immediately preceding the date of termination (herein the “Separation Payment”). Employee further acknowledges and agrees that this Separation Payment includes consideration to which he would not otherwise be entitled but for this Agreement. Employee understands and agrees that MATRIX is under no obligation to offer, pay, or tender The Separation Payment unless and until the amount payable (including Executive’s Base Salary, Annual Bonus Employee executes and Share Awards) for the remainder of the Employment Period then in effect, if greater; provided, that the Executive executes an agreement releasing Parent and its affiliates from any liability associated with signs this Agreement and such release is irrevocable at knowingly and voluntarily releases the time the Separation Payment is first payable under this Section 6 and the Executive complies with his other obligations under Section 13 of this Agreementclaims described herein. Subject to the terms hereof, 100% The Parties agree that payment of the Separation Payment shall not be paid within thirty (30) days construed as an admission of the Executive’s termination of employment (“Initial Payment”), provided that the Executive has executed a releaseliability for any alleged damages or wrongdoing by MATRIX.

Separation Payment. Upon termination (i) Employer will pay Employee the gross amount of employment for any reasonThirty-Nine Thousand Four Hundred Eighty Three and 33/100 Dollars ($39,483.33), less applicable taxes and withholdings, which amount will be paid in consecutive semi monthly installments of Nine Thousand Eight Hundred Seventy and 83/100 Dollars ($9,870.83), less applicable taxes and withholdings, until paid in full. Payment will be made on Employer’s regular semi monthly paydays, commencing with the Executive shall first regular semi monthly payday of Employer that occurs after the Employee timely signs and delivers this Agreement to Employer. The final installment may be entitled to: (A) less than the sum of his annual Base Salary from regular semi monthly installments to the date of termination extent necessary so as not to exceed the gross amount to be paid according to Section 4; (B) any Employee. Employer’s obligation to pay Employee the above payment, and all reasonable expenses paid or incurred by Employee’s right to receive and retain the Executive in connection with and related same, shall be subject to Employee’s adherence to the performance of his duties terms and responsibilities for the Parent during the period ending on the termination date to be paid according to Section 8; (C) any accrued but unused vacation time through the termination date in accordance with Parent policy; and (D) the sum of his annual Bonus from the date of termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior to termination. With respect to any Share Awards held by the Executive as of his death that are not vested and exercisable as of such date, the Parent shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully vested and exercisable as of the Executive’s death, such options (as well as any Share Awards that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period of one (1) year after the Executive’s death or (B) the original term of the option, if such Share Awards is an option. Additionally, if the Executive’s employment is terminated prior to expiration of the Employment Period (including due to his death or Disability, as defined in Section 11(b)) unless the Executive’s employment is terminated for Cause (as defined in Section 11(c)) or the Executive terminates his employment without Good Reason (as defined in Section 11(d) and other than for a Change in Control as provided in Section 11(d) and Section 11(f)), the Executive shall be entitled to receive a cash amount equal to the sum of the Executive’s Base Salary, Annual Bonus and Share Awards earned during the year immediately preceding the date of termination (herein the “Separation Payment”), or the amount payable (including Executive’s Base Salary, Annual Bonus and Share Awards) for the remainder of the Employment Period then in effect, if greater; provided, that the Executive executes an agreement releasing Parent and its affiliates from any liability associated with this Agreement and such release is irrevocable at the time the Separation Payment is first payable under this Section 6 and the Executive complies with his other obligations under Section 13 conditions of this Agreement. Subject The payments are subject to modification with the approval of Employee to comply with Section 409A of the Internal Revenue Code of 1986, as amended. (ii) Employee’s health and medical benefits in effect as of the Effective Date shall terminate effective December 31, 2011. Thereafter, Employee may choose to continue health and medical coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). Employee will be responsible for the payment of COBRA benefits should she elect to continue health coverage under COBRA after December 31, 2011. Employee agrees that the qualifying event for electing to continue Employee’s health and medical benefits under COBRA is the Effective Date. Notwithstanding, provided Employee timely elects to continue Employee’s health and medical benefits under COBRA, Employer shall pay for the months of January and February 2012 that portion of Employee’s health and medical benefit costs that Employer would have paid had Employee continued to remain employed by Employer. Employee shall be responsible for her portion of health and medical benefit costs (as she would have paid prior to the terms hereof, 100% Effective Date) for the months of the Separation Payment January and February 2012 and shall be paid within thirty (30) days of responsible for all health and medical costs to the Executive’s termination of employment (“Initial Payment”), provided that the Executive has executed a releaseextent she maintains COBRA continuation coverage beyond February 2012.