Common use of Separation Payments Clause in Contracts

Separation Payments. In exchange for Employee’s performance in accordance with the terms of this Release, the Company agrees to provide the following (collectively the “Separation Payments”): (a) Employee may keep the MacBook Pro Laptop provided to him for use during his employment, as well as the golf clubs provided to Employee through the Officer Club Program. All Company information shall be wiped from the laptop prior to release to Employee. In addition, the Company cell phone number used by Employee while employed at the Company will be transferred to Employee following his final date of employment. If a cell phone (Company or personal) utilized by Employee has any Company information on it, all Company information shall be wiped from the phone on the final date of employment. These items are referred to herein collectively as the “Release Payment”. (b) Annual incentive payment for calendar year 2019, pro-rated for the period January 1, 2019 through August 30, 2019, at the incentive target percentage rate of 55% of Employee’s 2019 annual base salary, should an annual incentive payment be made to all other then-current officers of the Company. Actual incentive payout will be calculated and adjusted based upon final calendar year corporate financial results relative to pre-determined performance metrics and associated payout modifiers at each level of performance, and may result in the final amount being lower or higher than the stated target amount. Payment, if any, shall be made when all other incentive payments are made, generally, in the first quarter of 2020 (“Annual Incentive Payment”). (c) Vesting of PSU’s granted to Employee on February 6, 2017 (Grant No. 02061703), which are scheduled to vest on February 6, 2020 (“Vested PSU’s”). The payment of any performance-based long-term incentive compensation awards shall be paid after the completion of the relevant performance period and the evaluation of whether, and the degree to which, the performance criteria have been met. Except as otherwise expressly provided in Sections 4 and 5, the parties agree that each of their mutual promises and obligations under this Release shall suffice as full and adequate consideration for their obligations under this Release.

Separation Payments. Provided that Executive’s employment has not been terminated for cause prior to the Separation Date, the Company shall pay to Executive the following, less applicable taxes and withholdings: A. On the Separation Date, all unpaid base salary, together with any accrued but unused vacation pay, for the period from the last regular pay date through the Separation Date. In exchange addition, in the event that the Company’s Compensation Committee determines that annual bonuses are earned under your annual bonus plan for Employee2020, the Company shall pay to Executive a prorated bonus payout based on the proportion of the year (10.5/12, or 87.5%) in which Executive was employed by the Company. In addition, the Company shall refund to Executive all contributions made by Executive to the Company’s performance Employee Stock Purchase Plan for the current purchase interval. Executive acknowledges and agrees that upon receipt of the foregoing payments, the Company has paid to Executive all salary, bonuses, benefits, accrued vacation pay, or other consideration owed to Executive at any time and for any reason through the Separation Date. Executive further represents and agrees that no further sums are or were due and owing Executive either by the Company, or by any individual or entity related to the Company in any way, except as provided in this Agreement. B. Subject to Section 4 (Release of Claims) and Section 9 below (Consideration Period), and provided that Executive signs and returns to the Company a second Release in the form attached hereto as Exhibit A (the “Release”) on or within five business days after the Separation Date, and does not revoke such Release within the time period set forth therein, as consideration for this Agreement and such Release, (1) Company shall pay Executive the total amount of $62,500, which amount is equivalent to three (3) months of Executive’s gross base salary (hereinafter, the “Severance Amount”), which amount shall be paid through salary continuation in accordance with the Company’s normal payroll practices, commencing with the first payroll date following the Release Effective Date (as defined in the Release), (2) on the Release Effective Date, the vesting of the 72,633 restricted stock units granted to Executive on April 29, 2020 shall be accelerated such that such awards are vested in full, and (3) the Company will pay the premiums for Executive’s continued health insurance coverage through COBRA for a period of three (3) months following the termination of Executive’s health insurance benefits effective November 30, 2020. C. Except as provided in Section 3.B above, Executive’s equity awards shall remain in effect in accordance with the terms of this Release, the Company agrees to provide applicable plans and award agreements - Executive’s vested time-based stock options shall remain exercisable for a period of three (3) months following the following (collectively the “Separation Payments”): (a) Employee may keep the MacBook Pro Laptop provided to him for use during his employment, as well as the golf clubs provided to Employee through the Officer Club Program. All Company information shall be wiped from the laptop prior to release to Employee. In addition, the Company cell phone number used by Employee while employed at the Company will be transferred to Employee following his final date of employment. If a cell phone (Company or personal) utilized by Employee has any Company information on it, all Company information shall be wiped from the phone on the final date of employment. These items are referred to herein collectively as the “Release Payment”. (b) Annual incentive payment for calendar year 2019, pro-rated for the period January 1, 2019 through August 30, 2019, at the incentive target percentage rate of 55% of Employee’s 2019 annual base salary, should an annual incentive payment be made to all other then-current officers of the Company. Actual incentive payout will be calculated and adjusted based upon final calendar year corporate financial results relative to pre-determined performance metrics and associated payout modifiers at each level of performanceDate, and may result in the final amount being lower or higher than the stated target amount. Payment, if any, shall be made when all other incentive payments are made, generally, in the first quarter of 2020 (“Annual Incentive Payment”). (c) Vesting of PSUExecutive’s granted to Employee on February 6, 2017 (Grant No. 02061703), which are scheduled to vest on February 6, 2020 (“Vested PSU’s”). The payment of any performance-based long-term incentive compensation awards stock options shall be paid after remain eligible for vesting in the completion of event the relevant performance period and applicable vesting triggers are achieved within nine (9) months following the evaluation of whether, and the degree to which, the performance criteria have been met. Except as otherwise expressly provided in Sections 4 and 5, the parties agree that each of their mutual promises and obligations under this Release shall suffice as full and adequate consideration for their obligations under this ReleaseSeparation Date.

Separation Payments. (a) In exchange for Employee’s performance in accordance with the terms event of this Releasetermination of the Employment Period upon the death or Disability of the Executive, the Company agrees shall promptly pay to provide Executive (i) all sums in respect of Base Salary and benefits accrued and unpaid to the following date of termination (collectively ii) the “Separation Payments”): 2001 Guaranteed Bonus and the 2002 Guaranteed Bonus, if not previously paid, on the dates those bonuses would have otherwise been payable, and (aiii) Employee may keep the MacBook Pro Laptop provided to him for use during his employment, as well as the golf clubs provided to Employee through the Officer Club Program. All Company information shall be wiped from the laptop prior to release to Employee. In addition, if the Company cell phone number used meets the Performance Targets for the fiscal year in which such termination takes place, a share of the Performance Target-related bonus that the Executive would otherwise have received, such share to be proportional to the period of the fiscal year covered by Employee while employed at the Company will Employment Period. Executive shall not be transferred entitled to Employee following his final date receive her Base Salary, any severance pay or any fringe benefits for periods after such termination of employment. If a cell phone (Company the Employment Period upon death or personal) utilized by Employee has any Company information on it, all Company information shall be wiped from the phone on the final date of employment. These items are referred to herein collectively as the “Release Payment”Disability. (b) Annual incentive payment for calendar year 2019, pro-rated for In the period January 1, 2019 through August 30, 2019, at the incentive target percentage rate event of 55% of Employee’s 2019 annual base salary, should an annual incentive payment be made to all other then-current officers termination of the CompanyEmployment Period by the Company for Cause or upon Executive's resignation (other than for Good Reason), the Company shall promptly pay to Executive all sums in respect of Base Salary and benefits accrued and unpaid to the date of termination. Actual incentive payout will be calculated and adjusted based Within five business days following a termination of the Employment Period by the Company for Cause or upon final calendar year corporate financial results relative Executive's resignation (other than for Good Reason), the Company may, in its sole discretion, notify the Executive in writing of its decision to pre-determined performance metrics and associated payout modifiers at each level release the Executive from her obligations under sections 6(a)-(c) of performance, and may result this Agreement. In the event the Company fails to elect to release the Executive as provided in the final amount being lower or higher than immediately preceding sentence, the stated target amountCompany shall continue to pay the Executive the Base Salary in effect on the date of termination through the last day of the Non-Competition Period (as defined in Section 6(a) of this Agreement). Payment, if any, shall be made when all other incentive payments are made, generally, Except as provided in the first quarter immediately preceding sentence, Executive shall not be entitled to receive her Base Salary, any severance pay or any fringe benefits for periods after such termination of 2020 (“Annual Incentive Payment”)the Employment Period or any bonus not previously paid, irrespective of whether such bonus is guaranteed under this Agreement. (c) Vesting of PSU’s granted to Employee on February 6, 2017 (Grant No. 02061703If the Employment Period is terminated by the Company without Cause or by the Executive for Good Reason in accordance with Section 3(c), which are scheduled then (i) the Company shall pay to vest Executive within 15 days of such termination an amount equal to the amount the Executive would have earned if she continued to receive the Base Salary in effect at the time of termination until the later of (A) the first anniversary of the effective date of termination, and (B) the third anniversary of the Commencement Date, (ii) the Company shall pay to Executive within ten days thereof all sums accrued and unpaid to the date of termination, (iii) the 2001 Guaranteed Bonus and the 2002 Guaranteed Bonus, if not previously paid, on February 6the dates those bonuses would have otherwise been payable, 2020 and (“Vested PSU’s”)iv) the Company shall pay to Executive, on or before March 31 of the following fiscal year, a share of the Performance Target-related bonus that the Executive would otherwise have received, such share to be in proportion to the period of the fiscal year covered by the Employment Period. The payment In the event that the Executive is terminated on or after the first anniversary of any performance-based long-term incentive compensation awards the Commencement Date, all amounts payable under this Section 4(c) shall be paid after the completion in a lump sum within 15 days of the relevant performance period effective date of termination. The provisions of this Section 4(c) shall constitute Executive's sole and exclusive remedy in connection with termination of the evaluation of whether, and Employment Period by the degree to which, Company without Cause or by the performance criteria have been met. Except as otherwise expressly provided in Sections 4 and 5, the parties agree that each of their mutual promises and obligations under this Release shall suffice as full and adequate consideration Executive for their obligations under this ReleaseGood Reason.

Separation Payments. (a) The Separation Date shall be the termination date of your employment for purposes of participation in and coverage under all benefit plans and programs sponsored by or through the Company, except as otherwise provided herein. In exchange connection with your separation from employment with the Company, you will receive (i) any accrued but unpaid base salary through the Separation Date, to be paid on the next regularly scheduled payroll date immediately following the Separation Date, (ii) reimbursement for Employeeany properly submitted, but unreimbursed, business expenses incurred on or prior to the Separation Date and in accordance with the Company’s performance expense policy (to be eligible for such reimbursement, you must submit any such expenses within forty five (45) days of the Separation Date), and (iii) payment for any accrued but unused vacation time in accordance with the Company’s vacation policy. In addition, you will be entitled to receive vested benefits provided under any employee benefit plans maintained by the Company and in which you participate (excluding any employee benefit plan providing severance or similar benefits), in each case, in accordance with the terms of this Release, the Company agrees to provide the following (collectively the “Separation Payments”): (a) Employee may keep the MacBook Pro Laptop provided to him for use during his employment, as well as the golf clubs provided to Employee through the Officer Club Program. All Company information shall be wiped from the laptop prior to release to Employee. In addition, the Company cell phone number used by Employee while employed at the Company will be transferred to Employee following his final date of employment. If a cell phone (Company or personal) utilized by Employee has any Company information on it, all Company information shall be wiped from the phone on the final date of employment. These items are referred to herein collectively as the “Release Payment”such plan and applicable law. (b) Annual incentive As of the Separation Date, all Company equity awards, including, stock options and restricted stock units granted to you that are outstanding as of the Separation Date (“Equity Awards”) that did not vest on or prior to the Separation Date shall be cancelled without payment therefor. With respect to vested Equity Awards, such awards shall continue to be governed by the terms of the applicable equity plan, including the Weight Watchers International, Inc. 2004 Stock Incentive Plan or the Weight Watchers International, Inc. 2008 Stock Incentive Plan (each as amended from time to time), and any other agreements executed thereunder and the Company’s corresponding Terms and Conditions for calendar year 2019, pro-rated Employee Stock Awards and the Term Sheets for the period January 1same, 2019 through August 30as applicable, 2019including without limitation, at the incentive target percentage rate of 55% of Employee’s 2019 annual base salary, should an annual incentive payment be made any restrictive covenants contained therein and applicable to all other then-current officers of the Company. Actual incentive payout will be calculated and adjusted based upon final calendar year corporate financial results relative to pre-determined performance metrics and associated payout modifiers at each level of performance, and may result in the final amount being lower or higher than the stated target amount. Payment, if any, shall be made when all other incentive payments are made, generally, in the first quarter of 2020 (“Annual Incentive Payment”)such Equity Awards. (c) Vesting Subject to (i) your employment during the Transition Period not being terminated for Cause, (ii) your continued compliance with the terms of PSU’s granted to Employee on February 6this Agreement, 2017 and (Grant No. 02061703iii) your executing the Release Agreement (the “Bring-Down Release”), which are scheduled attached hereto as Exhibit A, following the termination of your employment but on or prior to vest the expiration of the Review Period (as such term is defined in the Bring-Down Release), and subject to such Bring-Down Release becoming effective in accordance with its terms on February 6the Release Effective Date (as such term is defined in the Bring-Down Release), 2020 the Company will provide you with the following payments and benefits (collectively, the “Vested PSU’sConsideration”): (i) A lump sum payment in an amount equal to $2,000,000 (representing two (2) times your current base salary) (at an annual rate of $1,000,000). The , to be paid on the first regular payroll date following the Separation Date; (ii) Provided you make the necessary election, payment for your continued health coverage under the Company-sponsored health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act during the eighteen (18) month period following the Separation Date, or such shorter period of time if you obtain alternative health coverage from another employer; you agree to notify the Company of any performance-based long-term incentive compensation awards such alternative health coverage promptly upon the commencement of such coverage; (iii) Reimbursement of your reasonable legal fees and expenses incurred in connection with your negotiation of this Agreement up to an amount equal to $9,000. Such reimbursement shall be made within ten (10) days following your execution of this Agreement; (iv) Executive outplacement services (including executive coaching services) with an outplacement or coaching firm of your choice for up to one (1) year and up to a maximum cost to the Company of $25,000; and (v) The retention of your Company-issued laptop computer. (d) Notwithstanding the foregoing, in the event that any regular payroll date occurs prior to the Release Effective Date (as defined in the Bring-Down Release), any amount that would otherwise have been payable as a result of subparagraph (c) above shall be deferred and paid after together with the completion regular salary installment on the first regular payroll date following the Release Effective Date. (e) You acknowledge and agree that the payment(s) and other benefits provided pursuant to this paragraph 2 are being made in full discharge of any and all liabilities and obligations of the relevant performance period Company to you, monetarily or with respect to employee benefits or otherwise, including but not limited to any and all obligations arising under any alleged written or oral employment agreement, policy, plan or procedure of the Company and/or any alleged understanding or arrangement between you and the evaluation Company (other than claims for accrued and vested benefits under an employee benefit, insurance, or pension plan of whetherthe Company (excluding any employee benefit plan providing severance or similar benefits), subject to the terms and conditions of such plan(s)). (f) You acknowledge that the Company may withhold from any payments made under this Agreement all applicable taxes, including but not limited to income, employment, and the degree to whichsocial insurance taxes, the performance criteria have been met. Except as otherwise expressly provided in Sections 4 and 5, the parties agree that each of their mutual promises and obligations under this Release shall suffice as full and adequate consideration for their obligations under this Releasemay be required by law.

Separation Payments. (a) In exchange connection with the termination of your employment relationship with the Company, the Company will pay to you all amounts that have accrued to your benefit through the Separation Date but have not been paid as of the Separation Date, including: (i) base salary, (ii) reimbursement for Employeereasonable and necessary expenses incurred by you on behalf of the Company during the period ending on the Separation Date, (iii) vacation and sick leave pay (to the extent provided by Company policy or applicable law), with all amounts owed to you under each of (i), (ii) and (iii) payable in a cash lump sum no later than the Company’s performance first regularly scheduled payroll date after the Separation Date, (iv) any amounts that are vested benefits or that you are otherwise entitled to receive under any plan, policy, practice or program of or any other contract or agreement with the Company at or subsequent to the Separation Date, payable in accordance with the terms of this Releasesuch plan, the Company agrees policy, practice or program, contract or agreement, and (v) any other amounts or benefits required to provide the following be paid by law (collectively the items (i) - (v), collectively, “Separation PaymentsAccrued Compensation”): (a) Employee may keep the MacBook Pro Laptop provided to him for use during his employment, as well as the golf clubs provided to Employee through the Officer Club Program. All Company information shall be wiped from the laptop prior to release to Employee. In addition, the Company cell phone number used by Employee while employed at the Company will be transferred to Employee following his final date of employment. If a cell phone (Company or personal) utilized by Employee has any Company information on it, all Company information shall be wiped from the phone on the final date of employment. These items are referred to herein collectively as the “Release Payment”)). (b) Annual incentive payment In addition to the Accrued Compensation, as consideration for calendar year 2019you entering into this Agreement, pro-rated for the period January 1, 2019 through August 30, 2019, at Company has agreed to pay you certain compensation and benefits that you otherwise would not be entitled to receive. You hereby acknowledge that payments and benefits set forth in this Section 2(b) constitutes discretionary payments in connection with the incentive target percentage rate separation of 55% of Employee’s 2019 annual base salary, should an annual incentive payment be made to all other then-current officers of your employment relationship with the Company. Actual Specifically, the Company will pay or provide to you the following compensation and benefits, subject to Section 3 hereof: (i) An amount equal to your pro rata 2020 annual incentive payout will be calculated and adjusted based upon final calendar year corporate financial results relative to preaward provided under the Company’s Short-determined performance metrics and associated payout modifiers at each level of performance, and may result in the final amount being lower or higher than the stated target amount. Payment, if any, shall be made when all other incentive payments are made, generallyTerm Annual Incentive Program, in the first quarter amount approved by the Compensation Committee of the Board (the “Compensation Committee”) on or about January 25, 2021 (the “2020 (“Annual Incentive PaymentAward”), for service rendered in 2021, calculated as follows: your 2020 Annual Incentive Award of $410,176, multiplied by a fraction, the numerator of which is the number of days in 2021 through the Separation Date and the denominator of which is 365. (cii) Vesting An amount equal to three (3) times the sum of PSU’s granted to Employee on February 6(x) your annual base salary of $566,500, 2017 and (Grant No. 02061703)y) $585,955, which is the average of: (i) your 2020 annual cash bonus award of $410,176, and (ii) your 2019 annual cash bonus award of $761,733. (iii) $50,880, which amount is equal to (x) twenty-four (24) multiplied by (y) the total monthly premium (i.e., both the employer portion and the employee portion of the premium) in effect on the Separation Date for family coverage under the Company’s group health plan less the monthly employee charge for such coverage in effect on the Separation Date. (iv) All outstanding, unvested restricted stock, restricted stock units, LTIP units and other equity awards held by you that are scheduled subject to solely time-based vesting conditions (collectively, the “Time-Based Awards”) shall fully vest on February 6as of the Separation Date, 2020 subject to Section 3 below; and (“Vested PSU’s”). The payment of any v) All outstanding, unvested restricted stock units, LTIP units and other equity awards held by you that are subject to performance-based long-term incentive compensation awards shall be paid after the completion of the relevant performance period and the evaluation of whether, and the degree to which, the performance criteria have been met. Except as otherwise expressly provided in Sections 4 and 5, the parties agree that each of their mutual promises and obligations under this Release shall suffice as full and adequate consideration for their obligations under this Release.vesting conditions

Separation Payments. In exchange Except to the extent provided in Section 5.09 and Section 5.18, Executive shall be entitled to the benefits set forth below (the “Separation Benefits”) upon termination of employment: (a) Upon any termination of employment including by reason of death or Disability, Executive’s voluntary termination of employment with or without Good Reason or upon termination of Executive’s employment with or without Cause, Executive shall be entitled to: (i) Executive’s earned but unpaid Base Salary and other vested but unpaid cash entitlements (including any earned but unpaid cash annual bonus for Employeethe performance year prior to the year in which Executive terminates employment) for the period through and including the date of termination of Executive’s performance employment (other than entitlements referenced in Section 3.03(b) below) (the “Accrued Compensation”); and (ii) Executive’s other vested benefits earned by Executive for the period through and including the date of Executive’s termination of employment, which shall be paid in accordance with the terms of this Releasethe applicable plans, the Company agrees to provide the following programs or arrangements (collectively the “Separation PaymentsAccrued Benefits”): (a) Employee may keep the MacBook Pro Laptop provided to him for use during his employment, as well as the golf clubs provided to Employee through the Officer Club Program. All Company information shall be wiped from the laptop prior to release to Employee. In addition, the Company cell phone number used by Employee while employed at the Company will be transferred to Employee following his final date of employment. If a cell phone (Company or personal) utilized by Employee has any Company information on it, all Company information shall be wiped from the phone on the final date of employment. These items are referred to herein collectively as the “Release Payment”). (b) Annual incentive Upon a Qualifying Event, the Company shall pay Executive in addition to the amounts set forth in Section 3.03(a) above: (i) Cash compensation through the second anniversary of such Qualifying Event (the “Payment Period”) in equal installments during the Payment Period in accordance with the applicable Company payroll, in an amount equal to two times the sum of (y) the highest Base Salary in effect during the six-month period immediately prior to the time of such termination and (z) Executive’s Target Cash Bonus Opportunity (as defined below), on the condition that Executive has delivered to the Company a release substantially in the form as attached hereto as Exhibit A (with such changes as may be required under applicable law) of any employment-related claims and that such release becomes effective and irrevocable; provided, however, that the release must be signed within 30 days after Executive’s separation from service and any payment for calendar year 2019that otherwise would be made within such 30-day period shall by paid at the expiration of such 30-day period with interest at the Stated Interest Rate (as defined below), subject to Executive’s execution of such release; and (ii) A pro-rated rata bonus amount for the year of Executive’s termination of employment calculated as Executive’s Target Cash Bonus Opportunity multiplied by a fraction, the numerator of which is the number of days in the year through the date of Executive’s termination of employment and the denominator of which is 365, provided that, to the extent 162(m) of the Code would apply to limit the Company’s deduction for such payment, the minimum 162(m) performance criteria established under the Aetna Inc. Annual Incentive Plan (162(m) or any such successor plan applicable to Executive with respect to such year are satisfied (this proviso shall not apply in the event that the payment is subject to Section 162(m)(6) of the Code). In the event that Executive’s termination of employment occurs prior to the determination of performance criteria applicable to the performance period January 1for the year of Executive’s termination of employment, 2019 through August 30, 2019, the performance criteria applicable to Executive in respect of the pro-rata bonus shall be at least as favorable to Executive as the incentive target percentage rate of 55% of Employee’s 2019 annual base salary, should an annual incentive payment be made most favorable performance criteria applicable for that year to all other then-current officers any award to a named executive officer of the Company. Actual incentive payout will be calculated and adjusted based upon final calendar year corporate financial results relative to pre, within the meaning of Section 402(a)(3) of Regulation S-determined performance metrics and associated payout modifiers at each level K. Payment of performance, and may result in the final amount being lower or higher than the stated target this pro-rata bonus amount. Payment, if any, shall be made when all other incentive payments are made, generally, in the first quarter of 2020 (“Annual Incentive Payment”). (c) Vesting of PSU’s granted to Employee on February 6, 2017 (Grant No. 02061703), which are scheduled to vest on February 6, 2020 (“Vested PSU’s”). The payment of any performance-based long-term incentive compensation awards shall be paid after Executive within 45 days following the completion of the relevant performance period in which Executive’s termination of employment occurs. (iii) To the extent that Executive is a “Specified Employee” within the meaning of Section 409A of the Code at the time of his separation from service, to the extent required by Section 409A and the evaluation of whether, and the degree to whichregulations issued thereunder, the performance criteria have been met. Except as payments to which Executive would otherwise expressly provided be entitled during the first six months following his separation of service shall be deferred and accumulated for a period of six months and paid in Sections 4 and 5a lump sum on the first day of the seventh month with the seventh month’s payment, with interest on such deferred compensation at the rate paid pursuant to the stable value fund of the Company’s 401(k) plan or, if such fund no longer exists, the parties agree fund with the investment criteria most clearly comparable to that each of their mutual promises and obligations under this Release shall suffice as full and adequate consideration for their obligations under this Releasesuch fund (the “Stated Interest Rate”).

Separation Payments. In exchange Except to the extent provided in Section 5.09 and Section 5.18, Executive shall be entitled to the benefits set forth below (the “Separation Benefits”) upon a termination of employment: (a) Upon any termination of employment including by reason of death or Disability, Executive’s voluntary termination of employment (with or without Good Reason) or upon involuntary termination of Executive’s employment by the Company, Executive shall be entitled to: (i) Executive’s earned but unpaid Base Salary and other vested but unpaid cash entitlements (including any earned but unpaid cash Annual Bonus for Employeethe performance year prior to the year in which Executive terminates employment) for the period through and including the date of termination of Executive’s performance employment (other than entitlements referenced in Section 3.02(b) below) (the “Accrued Compensation”); and (ii) Executive’s other vested benefits earned by Executive for the period through and including the date of Executive’s termination of employment, which shall be paid in accordance with the terms of this Releasethe applicable plans, the Company agrees to provide the following programs or arrangements (collectively the “Separation PaymentsAccrued Benefits”): (a) Employee may keep the MacBook Pro Laptop provided to him for use during his employment, as well as the golf clubs provided to Employee through the Officer Club Program. All Company information shall be wiped from the laptop prior to release to Employee. In addition, the Company cell phone number used by Employee while employed at the Company will be transferred to Employee following his final date of employment. If a cell phone (Company or personal) utilized by Employee has any Company information on it, all Company information shall be wiped from the phone on the final date of employment. These items are referred to herein collectively as the “Release Payment”). (b) Upon a Qualifying Event, the Company shall pay Executive in addition to the amounts set forth in Section 3.02(a) above: (i) Cash compensation through the second anniversary of such Qualifying Event (the “Payment Period”) in equal installments during the Payment Period in accordance with the applicable Company payroll, in an aggregate amount equal to two times the sum of (y) the highest Base Salary in effect during the six-month period immediately prior to the time of such termination of employment and (z) the Executive’s target Annual incentive Bonus opportunity for the year of termination of employment (such payment, the “Cash Severance Payment”), on the condition that Executive has delivered to the Company a release substantially in the form as attached hereto as Exhibit A (with such changes as may be required under applicable law) of any employment-related claims, provided that this release must be signed within 30 days after the Executive’s separation from service and any payment that otherwise would be made within such 30-day period shall by paid at the expiration of such 30-day period, subject to Executive’s execution of such release; provided, however, that if Executive experiences a Qualifying Event within two years following a Change in Control, the Cash Severance Payment shall instead be an aggregate amount equal to two-and-a-half times the sum of (y) the highest Base Salary in effect during the six-month period immediately prior to the time of such termination of employment and (z) the Executive’s target Annual Bonus opportunity for calendar the year 2019of termination of employment. (ii) A “Pro-Rata Bonus Amount” for the year of Executive’s termination of employment calculated as Executive’s Annual Bonus opportunity multiplied by a fraction, the numerator of which is the number of days in the year through the date of Executive’s termination of employment and the denominator of which is 365. The Pro-Rata Bonus Amount shall be based on the greater of Executive’s Annual Bonus opportunity at target and the actual funding percentage for the Annual Bonus Plan for such performance period, as determined by the Committee in its sole discretion. Payment of this pro-rated for the period January 1, 2019 through August 30, 2019, at the incentive target percentage rate of 55% of Employee’s 2019 annual base salary, should an annual incentive payment be made to all other then-current officers of the Company. Actual incentive payout will be calculated and adjusted based upon final calendar year corporate financial results relative to pre-determined performance metrics and associated payout modifiers at each level of performance, and may result in the final amount being lower or higher than the stated target rata bonus amount. Payment, if any, shall be made when to Executive at the same time as annual bonuses are paid to senior executives of the Company; (iii) With respect to equity awards made prior to the Effective Date, Executive shall be treated as eligible for ‘retirement’ under the vesting and exercise terms of any such equity award. For the avoidance of doubt, ‘retirement’ treatment for equity awards made prior to the Effective Date shall mean: (1) with respect to restricted stock units (excluding the Closing Sign-On Equity Award), performance stock units and any LTIP awards, pro-rated vesting as of Executive’s termination of employment date (with any performance criteria deemed achieved based on actual performance as of the end of the applicable performance period) and settlement on the originally scheduled settlement date; and (2) with respect to stock options and stock appreciation rights, immediate vesting in that portion of the stock option and/or stock appreciation right that would have otherwise vested within one year following Executive’s termination of employment date and the ability to exercise such stock option and/or stock appreciation right for five years following Executive’s termination of employment date; provided, however, that Executive shall not be permitted to exercise any stock option or stock appreciation right beyond the original term of such award. Notwithstanding the foregoing, this Section 3.02(b)(iii) shall not apply to the Closing Sign-On Equity Award or equity awards granted following the Effective Date; (iv) With respect to Company equity awards granted following the Effective Date, Executive shall be treated as ‘retirement’ eligible under the vesting and exercise terms of the applicable award agreements relating to Company awards generally applicable to senior-level executives of the Company; and (v) Continued participation in all other incentive medical, health and life insurance plans at the same benefit and cost sharing level at which Executive and Executive’s eligible dependents were participating on the date of termination of Executive’s employment until the earlier of: (1) the 18- month anniversary of Executive’s termination of employment date; or (2) the date, or dates, Executive receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-bycoverage, or benefit-by- benefit, basis); provided, however, that (A) if Executive is precluded from continuing Executive’s participation in any employee benefit plan or program as provided in this clause (v), Executive shall receive cash payments are madeequal on an aftertax basis to the cost to Executive of obtaining the benefits provided under the plan or program in which Executive is unable to participate for the period specified in this clause (v), generally(B) such cost shall be deemed to be the lowest reasonable cost that would be incurred by Executive in obtaining such benefit on an individual basis, and (C) payment of such amounts shall be made quarterly in advance. For the avoidance of doubt, Executive acknowledges and agrees that Executive shall be responsible for Executive’s portion of any premiums due in connection with Executive’s continued participation in any medical, health and life insurance plans pursuant to this Section 3.02(b)(v). To the extent that Executive is a “Specified Employee” within the meaning of Section 409A of the Code at the time of her separation from service, to the extent required by Section 409A and the regulations issued thereunder, the payments to which Executive would otherwise be entitled during the first quarter six months following her separation of 2020 (“Annual Incentive Payment”)service shall be deferred and accumulated for a period of six months and paid in a lump sum on the first day of the seventh month with the seventh month’s payment, with interest on such deferred compensation at the rate paid pursuant to the stable value fund of the Company’s 401(k) plan or, if such fund no longer exists, the fund with the investment criteria most clearly comparable to that of such fund. (c) Vesting For the avoidance of PSUdoubt and consistent with the applicable award agreements, equity awards made by Aetna before the Closing Effective Date, the Closing Sign-On Equity Award, 2018-2020 LTIP and any supplemental LTIP with respect to the 2018-2020 performance period shall be treated as follows: (1) upon an involuntary termination of Executive’s granted to Employee on February 6employment by reason of death, 2017 (Grant No. 02061703), which are scheduled to vest on February 6, 2020 (“Vested PSU’s”). The payment of any performance-based long-term incentive compensation unvested awards shall be paid after the completion become immediately vested (with any performance criteria deemed achieved based on target performance as of Executive’s death); and (2) upon an involuntary termination of Executive’s employment by reason of Disability, pro-rated vesting as of Executive’s termination of employment date (with any performance criteria deemed achieved based on actual performance as of the relevant end of the applicable performance period and period); provided that in each case stock options shall remain exercisable for one year following Executive’s termination of employment date, except that Executive shall not be permitted to exercise any stock option beyond the evaluation original term of whethersuch award. (d) If Executive experiences a Qualifying Event within two years following a Change in Control, and any outstanding equity awards held by Executive at such time shall be treated in accordance with the degree to which, terms of the performance criteria have been met. Except as otherwise expressly provided in Sections 4 and 5, the parties agree that each of their mutual promises and obligations under this Release shall suffice as full and adequate consideration for their obligations under this Releaseapplicable award agreement governing such equity awards.

Separation Payments. In exchange (a) If Employee’s employment is terminated by the Company without Cause (as defined below) or by Employee for Good Reason (as defined below), provided that Employee signs and does not revoke a general release of claims against the Company within the time period specified therein, but in no event later than 60 days after the termination date, in form and substance satisfactory to the Company and Employee (the “Release”), then the Company will provide Employee with the following benefits, referred to herein as the “Separation Benefits”: (i) an amount of severance pay equal to Employee’s then-current Base Salary, paid less applicable taxes and withholdings over a period of 12 months following the date of termination (the “Separation Pay”); (ii) a pro-rated portion of the Annual Bonus for which Employee is eligible for the year of termination, based on actual performance for the year as determined by the Board based on the period between the first day of the fiscal year in which the Annual Bonus is in force and the actual day of termination, and payable when the Company would otherwise have paid the Annual Bonus; and (iii) provided that Employee properly and timely elects to continue his health insurance benefits under COBRA or applicable state continuation coverage law after the date of termination, reimbursement for Employee’s performance applicable health continuation coverage premiums actually paid, less the amount of any premium amount that would have been payable by Employee for such coverage, if any, if Employee had been actively employed by the Company, for a period of 12 months or until Employee becomes eligible for insurance benefits from another employer, whichever is earlier (the “COBRA Reimbursement”). The Separation Pay described in clause (i) above will be payable to Executive over time in accordance with the terms Company’s payroll practices and procedures beginning on the 60th day following the termination of this ReleaseExecutive’s employment with the Company, provided that the first installment will include all amounts that would have been paid if such payments had commenced effective on the date of termination. The COBRA Reimbursement shall continue for the specified period provided that (A) the Company agrees may terminate the COBRA Reimbursement if Employee becomes eligible to provide receive health benefits pursuant to a plan maintained by a subsequent employer during such period, and Employee will promptly notify the following Company of his becoming eligible for such coverage, and (collectively B) the “Company has the right to discontinue the reimbursement payment and pay to the Employee a lump sum amount equal to the current COBRA premium times the number of months remaining in the specified period if the Company determines that continued payment of the COBRA reimbursement is discriminatory under Section 105(h) of the Internal Revenue Code of 1986, as amended. If Employee is entitled to receive the Separation Payments”): Benefits but materially breaches his obligations under this Agreement or any other agreement entered into by Employee and the Company (aincluding but not limited to the Confidentiality Agreement) Employee may keep the MacBook Pro Laptop provided to him for use during his after termination of employment, as well as the golf clubs provided to Employee through the Officer Club Program. All Company information shall be wiped from the laptop prior to release to Employee. In addition, the Company cell phone number used by Employee while employed at the Company will be transferred entitled to Employee following his final date immediately stop paying any further installments of employment. If a cell phone (Company or personal) utilized by Employee has any Company information on it, all Company information shall be wiped from the phone on the final date of employment. These items are referred to herein collectively as the “Release Payment”Separation Benefits. (b) Annual incentive payment for calendar year 2019For purposes of this Agreement, pro-rated for “Cause” shall mean Employee’s: (i) willful or repeated failure, disregard or refusal to perform his duties as an employee of the period January 1, 2019 through August 30, 2019, at the incentive target percentage rate of 55% of Company; (ii) willful misconduct with respect to Employee’s 2019 annual base salaryduties as an employee of the Company; (iii) material breach of any agreement between Employee and the Company (including but not limited to this Agreement or the Confidentiality Agreement); (iv) conviction on charges of, should an annual incentive payment be made or plea of guilt or no contest to all other then-current officers any felony or a misdemeanor involving illegal drugs or substances or moral turpitude (including entry of a nolo contendere plea); (v) engagement in a form of discrimination or harassment prohibited by law (including, without limitation, discrimination or harassment based on race, color, religion, sex, national origin, age or disability); and/or (vi) intentional or negligent act that injures or, in the reasonable opinion of the Company, has the capacity to injure, the operations or reputation of the Company. Actual incentive payout will “Good Reason” shall mean any of the following occurring at the time of, or within 12 months immediately following, a Change in Control: (i) a material reduction in Employee’s Base Salary without his consent; (ii) any reduction or material change in his duties as Employee; (iii) a material breach by the Company (or by any successor) of the terms and conditions of any agreement between Employee and the Company; or (iv) any directive of the Company that would require Employee to commit any act or omission involving fraud, embezzlement, or unethical behavior or would bring Employee into substantial public or professional disgrace or disrepute. To effectuate a termination of employment for Good Reason, Employee must give the Company written notice of the termination within 30 days of the initial existence of the circumstances alleged to be calculated and adjusted based upon final calendar year corporate financial results relative the grounds for Good Reason, setting forth such circumstances in reasonable detail. The Company shall have 30 days following the receipt of such notification to pre-determined performance metrics and associated payout modifiers at each level cure the specific circumstances that constitute Good Reason. In the event the Company takes effective action to cure, Good Reason for termination shall not be deemed to exist with respect to the specific circumstances set forth in the written notice. “Change in Control” means the sale of performancesubstantially all the assets of the Company, any merger, consolidation or acquisition of the Company by or into another party, entity or person, and may result or any change in the final amount being lower or higher ownership of more than the stated target amount. Payment, if any, shall be made when all other incentive payments are made, generally, in the first quarter of 2020 (“Annual Incentive Payment”). (c) Vesting of PSU’s granted to Employee on February 6, 2017 (Grant No. 02061703), which are scheduled to vest on February 6, 2020 (“Vested PSU’s”). The payment of any performance-based long-term incentive compensation awards shall be paid after the completion 50% of the relevant performance period and voting capital stock of the evaluation of whether, and the degree to which, the performance criteria have been met. Except as otherwise expressly provided Company in Sections 4 and 5, the parties agree that each of their mutual promises and obligations under this Release shall suffice as full and adequate consideration for their obligations under this Releaseone or more related transactions.

Separation Payments. In exchange consideration for Employeeyour signing this Agreement, subject to the conditions set forth below, you will receive: A. Salary continuation at the rate of $950,000 per annum for a period beginning with the Retirement Date through March 31, 2006, which amounts shall be payable in substantially equal semi-monthly installments. Such salary continuation shall not be reduced by the amount of compensation and benefits you receive from other employment (including self-employment) during the salary continuation period. B. The Company shall pay you a minimum bonus of $634,000 for the Company’s performance fiscal year ending March 31, 2005. However, if the Company achieves or exceeds the Company’s annual financial budget as approved by the Company’s Board of Directors for such year, you shall be entitled to a minimum bonus of $950,000. The bonus provided for herein shall be paid at the time the Company pays bonuses to its senior executives for such fiscal year, immediately following the approval of such bonuses by the Compensation Committee of the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Corporation’s Board of Directors, or by June 15, 2005, if bonuses are not paid for that year. C. For purposes of the Company’s Supplemental Executive Retirement Plan, you shall be treated as having remained actively employed by the Company through December 31, 2004, with the compensation provided for in the Second Amendment, dated as of December 31, 2003 (the “Second Amendment”), to the Original Employment Agreement dated as of June 12, 2000 between you and the Company (the “Original Agreement”), as amended by the First Amendment (the “First Amendment”) dated as of May 7, 2003. The Original Agreement as amended by the First Amendment and the Second Amendment hereafter is referred to as the “Employment Agreement”. As such, you shall be credited with ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ a full year as of Service (as defined in the Supplemental Executive Retirement Plan) for 2004, and the compensation provided for in the Second Amendment shall be taken into account for purposes of determining your Final Average Base Salary (as defined in the Supplemental Executive Retirement Plan) under the Supplemental Executive Retirement Plan. D. The Company shall accelerate to the date hereof the vesting of the remaining 25,000 options granted to you on May 22, 2002 (Grant Number 006090) under the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Corporation 2001 Stock Incentive Plan, (the “Plan”) which presently are unvested. For the purpose of exercising these and all other vested options, you shall be deemed to have retired in accordance with the terms and conditions of the Plan. All vested options under the Plan shall remain exercisable for the time period specified in Section 5(h) of such Plan, as in effect on the date hereof. You agree that the items provided for in this ReleaseSection shall be subject to all applicable deductions and withholdings required by federal, state and local law. You acknowledge that you are not entitled to receive such items unless you execute this Agreement and do not revoke your signature during the seven (7) day period referred to in Section 15 below. You represent that during the term of your employment with the Company agrees you did not breach your fiduciary duty to provide the following (collectively the “Separation Payments”): (a) Employee may keep the MacBook Pro Laptop provided to him for use during his employment, as well as the golf clubs provided to Employee through the Officer Club Program. All Company information shall be wiped from the laptop prior to release to Employee. In addition, the Company cell phone number used by Employee while employed at the Company will be transferred to Employee following his final date of employment. If a cell phone (Company or personal) utilized by Employee has any Company information on it, all Company information shall be wiped from the phone on the final date of employment. These items are referred to herein collectively as the “Release Payment”. (b) Annual incentive payment for calendar year 2019, pro-rated for the period January 1, 2019 through August 30, 2019, at the incentive target percentage rate of 55% of Employee’s 2019 annual base salary, should an annual incentive payment be made to all other then-current officers of the Company. Actual incentive payout will be calculated and adjusted based upon final calendar year corporate financial results relative You agree that the automobile benefit you have been receiving pursuant to pre-determined performance metrics and associated payout modifiers at each level Section 3(d) of performance, and may result in the final amount being lower or higher than Employment Agreement shall cease as of the stated target amount. PaymentRetirement Date and, if anyyou elect COBRA coverage, you shall be made when all other incentive solely responsible for the payments are made, generally, in the first quarter of 2020 (“Annual Incentive Payment”)relating thereto. (c) Vesting of PSU’s granted to Employee on February 6, 2017 (Grant No. 02061703), which are scheduled to vest on February 6, 2020 (“Vested PSU’s”). The payment of any performance-based long-term incentive compensation awards shall be paid after the completion of the relevant performance period and the evaluation of whether, and the degree to which, the performance criteria have been met. Except as otherwise expressly provided in Sections 4 and 5, the parties agree that each of their mutual promises and obligations under this Release shall suffice as full and adequate consideration for their obligations under this Release.

Separation Payments. In exchange connection with the termination of your employment with the Company, and in consideration of your obligations and agreements set forth in this Letter Agreement, you will be entitled to the following payments and benefits (in each case, less applicable tax withholdings): (a) The Company will pay you, promptly after the date the release in Paragraph 4 below becomes effective (the "Release Effective Date"), which based on the terms of this Letter Agreement will be prior to March 15, 2020, a cash lump payment equal to the sum of one times (i) your current annual base salary ($450,000) and (ii) a bonus (the “Bonus”) equal to $450,000 multiplied by a fraction (but in no event greater than 1) the numerator of which is the number of calendar days in 2019 prior to and including the Termination Date and the denominator of which is 365. The Bonus shall be in lieu of the Termination Bonus due under the Severance Agreement. (b) The Company will pay you, promptly after the Release Effective Date, a cash lump sum of $20,970.96, which is equal to the sum of 12 months of company contributions for Employee’s performance group life, long-term disability and health insurance benefits. (c) Pursuant to and in accordance with the terms of this Releasethe Notice of Key Employee Incentive Plan Cash Award (the “▇▇▇▇ Award”) dated August 24, 2018, following ratification of the 2019 revenue performance target achievements, if and to the extent achieved, the Company agrees to provide will promptly pay you a pro-rated portion of the following (collectively final installment of your ▇▇▇▇ Award based on time served, as calculated in the “Separation Payments”):notice and at the times set forth in the notice. (ad) Employee may keep Pursuant to and in accordance with the MacBook Pro Laptop provided terms of each of the Notice of Long Term Incentive Cash Award dated January 1, 2017 and the Notice of Long Term Incentive Cash Award dated June 2, 2016 (your “LTI Awards”), following certification of the achievement of the applicable targets, if and to him for use during his employment, as well as the golf clubs provided to Employee through the Officer Club Program. All Company information shall be wiped from the laptop prior to release to Employee. In additionextent achieved, the Company cell phone number used by Employee while employed will pay you a pro-rated portion of the unvested installments under the LTI Awards based on time served, as calculated in each notice and at the Company will be transferred to Employee following his final date of employment. If a cell phone (Company or personal) utilized by Employee has any Company information on it, all Company information shall be wiped from the phone on the final date of employment. These items are referred to herein collectively as the “Release Payment”times set forth in each notice. (be) Annual incentive payment for calendar year 2019, pro-rated for Pursuant to and in accordance with the period January 1, 2019 through August 30, 2019, at the incentive target percentage rate of 55% of Employee’s 2019 annual base salary, should an annual incentive payment be made to all other then-current officers terms of the Company. Actual incentive payout will be calculated retention bonus letter agreement dated February 9, 2017, the Company shall pay you, promptly after the Termination Date, the second and adjusted based upon final calendar year corporate financial results relative tranche of the retention bonus ($71,250) to pre-determined performance metrics and associated payout modifiers at each level the extent such amount remains unpaid as of performance, and may result in the final amount being lower or higher than the stated target amount. Payment, if any, shall be made when all other incentive payments are made, generally, in the first quarter of 2020 (“Annual Incentive Payment”)Termination Date. (cf) Vesting of PSU’s granted to Employee on February 6The Company will pay you, 2017 (Grant No. 02061703), which are scheduled to vest on February 6, 2020 (“Vested PSU’s”). The payment of any performance-based long-term incentive compensation awards shall be paid promptly after the completion Termination Date, a cash lump sum equal to (i) your base salary accrued through the Termination Date and (ii) any earned but unused vacation pay, in each case to the extent not previously paid. (g) The Company will pay you, promptly after submission of appropriate expense documentation, reimbursement for any travel or business expenses through the Termination Date. (h) The Company will continue to provide health and wellness benefits, including access to the Employee Assistance Program, through the end of the relevant performance period month of the Termination Date. You may elect to continue your health benefits beyond this date through COBRA by paying the required contribution. Pay Flex (888-678-7835) will notify you of your rights and elections. (i) If earned under the evaluation terms of whetherthe RSU Agreement, all or a portion of the Retention Award will accelerate and pay out on the degree to whichRelease Effective Date. March 26, 2019 (j) The Company will pay for the performance criteria have been met. Except as otherwise expressly provided in Sections 4 United States and 5Luxembourg tax preparation services for the 2018 tax year, using the parties agree that each of their mutual promises and obligations under this Release shall suffice as full and adequate consideration for their obligations under this ReleaseCompany’s preferred tax preparation service provider.

Separation Payments. In exchange Except to the extent provided in Article 4 and Section 6.08, Executive shall be entitled to the benefits set forth below (the "Separation Benefits") upon termination of employment: (a) Upon any termination of employment including by reason of death or Disability, Executive's voluntary termination of employment (with or without Good Reason) or upon involuntary termination of Executive's employment by the Company, Executive shall be entitled to: (i) Executive’s earned but unpaid Base Salary and other vested but unpaid cash entitlements (including any earned but unpaid cash Annual Bonus for Employeethe performance year prior to the year in which Executive terminates employment) for the period through and including the date of termination of Executive’s performance employment (other than entitlements referenced in Section 3.02(b) below) (the “Accrued Compensation”); and (ii) Executive’s other vested benefits earned by Executive for the period through and including the date of Executive’s termination of employment, which shall be paid in accordance with the terms of this Releasethe applicable plans, the Company agrees to provide the following programs or arrangements (collectively the “Separation PaymentsAccrued Benefits”): (a) Employee may keep the MacBook Pro Laptop provided to him for use during his employment, as well as the golf clubs provided to Employee through the Officer Club Program. All Company information shall be wiped from the laptop prior to release to Employee. In addition, the Company cell phone number used by Employee while employed at the Company will be transferred to Employee following his final date of employment. If a cell phone (Company or personal) utilized by Employee has any Company information on it, all Company information shall be wiped from the phone on the final date of employment. These items are referred to herein collectively as the “Release Payment”). (b) Upon a Qualifying Event, the Company shall pay Executive in addition to the amounts set forth in Section 3.02(a) above: (i) Cash compensation through the second anniversary of such Qualifying Event (the "Payment Period") in equal installments during the Payment Period in accordance with the applicable Company payroll, in an aggregate amount equal to two times the sum of (y) the highest Base Salary in effect during the six-month period immediately prior to the time of such termination of employment and (z) the Executive’s target Annual incentive Bonus opportunity for the year of termination of employment, on the condition that Executive has delivered to the Company a release substantially in the form as attached hereto as Exhibit A (with such changes as may be required under applicable law) of any employment-related claims, provided that this release must be signed within 30 days after the Executive’s separation from service and any payment that otherwise would be made within such 30-day period shall by paid at the expiration of such 30-day period with interest at the Stated Interest Rate (as defined below), subject to Executive’s execution of such release; (ii) A “Pro-Rata Bonus Amount” for calendar the year 2019of Executive’s termination of employment calculated as Executive’s Annual Bonus opportunity multiplied by a fraction, the numerator of which is the number of days in the year through the date of Executive’s termination of employment and the denominator of which is 365, provided that, to the extent 162(m) is applicable to such payment, the minimum 162(m) performance criteria established under the Aetna Inc. Annual Incentive Plan (162(m)) or any such successor plan applicable to Executive with respect to such year are satisfied. In the event that Executive’s termination of employment occurs prior to the determination of performance criteria applicable to the performance period for the year of Executive’s termination of employment, the performance criteria applicable to Executive in respect of the pro-rated rata bonus shall be at least as favorable to Executive as the most favorable performance criteria applicable for the period January 1, 2019 through August 30, 2019, at the incentive target percentage rate of 55% of Employee’s 2019 annual base salary, should an annual incentive payment be made that year to all other then-current officers any award to a named executive officer of the Company. Actual incentive payout will be calculated and adjusted based upon final calendar year corporate financial results relative to pre, within the meaning of Section 402(a)(3) of Regulation S-determined performance metrics and associated payout modifiers at each level K. Payment of performance, and may result in the final amount being lower or higher than the stated target this pro-rata bonus amount. Payment, if any, shall be made when all other incentive payments are made, generally, in the first quarter of 2020 (“Annual Incentive Payment”). (c) Vesting of PSU’s granted to Employee on February 6, 2017 (Grant No. 02061703), which are scheduled to vest on February 6, 2020 (“Vested PSU’s”). The payment of any performance-based long-term incentive compensation awards shall be paid after Executive within 45 days following the completion of the relevant performance period in which Executive’s termination of employment occurs; and (iii) With respect to equity awards made before or after the Effective Date, Executive shall be treated as eligible for “retirement” under the vesting and exercise terms of any such equity award. To the extent that Executive is a “Specified Employee” within the meaning of Section 409A of the Code at the time of her separation from service, to the extent required by Section 409A and the evaluation of whether, and the degree to whichregulations issued thereunder, the performance criteria have been met. Except as payments to which Executive would otherwise expressly provided be entitled during the first six months following her separation of service shall be deferred and accumulated for a period of six months and paid in Sections 4 and 5a lump sum on the first day of the seventh month with the seventh month’s payment, with interest on such deferred compensation at the rate paid pursuant to the stable value fund of the Company’s 401(k) plan or, if such fund no longer exists, the parties agree fund with the investment criteria most clearly comparable to that each of their mutual promises and obligations under this Release shall suffice as full and adequate consideration for their obligations under this Releasesuch fund (the “Stated Interest Rate”).

Separation Payments. In exchange for Employeefull satisfaction of the Company’s performance obligations under the Letter Agreement and any applicable employee benefit plans or programs and subject to Section 3, the Company will pay or provide to Executive the following: (a) (i) an amount in cash equal to Executive’s base salary through the Separation Date, payable as soon as practicable following the Separation Date; and (ii) any accrued but unpaid vacation of Executive as of the Separation Date (payable in accordance with the terms of this Release, the Company agrees to provide the following (collectively the “Separation Payments”): (a) Employee may keep the MacBook Pro Laptop provided to him for use during his employment, as well as the golf clubs provided to Employee through the Officer Club Program. All Company information shall be wiped from the laptop prior to release to Employee. In addition, the Company cell phone number used by Employee while employed at the Company will be transferred to Employee following his final date of employment. If a cell phone (Company or personal) utilized by Employee has any Company information on it, all Company information shall be wiped from the phone on the final date of employment. These items are referred to herein collectively as the “Release Payment”Company’s vacation policy). (b) Annual incentive payment for calendar year 2019, pro-rated for the period January 1, 2019 through August 30, 2019, at the incentive target percentage rate of 55% of EmployeeAn amount in cash equal to $1,000,000 (representing Executive’s 2019 annual base salarysalary as in effect on the Separation Date), should an annual incentive payment be made to all other then-current officers of the Company. Actual incentive payout will be calculated and adjusted based payable as follows: $750,000 upon final calendar year corporate financial results relative to pre-determined performance metrics and associated payout modifiers at each level of performance, and may result in the final amount being lower or higher than the stated target amount. Payment, if any, shall be made when all other incentive payments are made, generally, in the first quarter of regularly scheduled payroll date in January 2020 (“Annual Incentive Payment”)and $250,000 upon the first regularly scheduled payroll date after the date that is six months following the Separation Date. (c) Vesting An amount in cash equal to $807,300 (representing Executive’s quarterly bonus for the fourth quarter of PSU’s 2019), payable upon the first regularly scheduled payroll date in January 2020. (d) Any outstanding and unvested restricted stock awards granted to Employee on February 6, Executive in 2017 or 2018 will become fully vested upon the expiration of the Revocation Period (Grant No. 02061703as defined below), which are scheduled to vest on February 6, 2020 . (“Vested PSU’s”). The payment of any performance-based e) Any outstanding and unvested long-term incentive compensation program awards shall granted to Executive in 2017 or 2018 will become vested (calculated based on actual achievement with respect to the applicable performance goals) upon the expiration of the Revocation Period. (f) The repayment provisions with respect to the 2019 cash-based Retention Award and 2019 cash-based Performance Retention Award will be paid after forgiven upon the expiration of the Revocation Period, and as such, no repayment of either such award will be required. (g) Subject to Executive’s (i) timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and (ii) continued copayment of premiums at the same level as if Executive were an employee of the Company, continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) that covers the Executive and the Executive’s eligible dependents as of the Separation Date for a period of 18 months following the Separation Date at the Company’s expense; provided that the Company may modify such continuation coverage to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable). (h) Reimbursement for reasonable and documented legal fees incurred by Executive in the negotiation, drafting, and completion of the relevant performance period and the evaluation of whether, and the degree to which, the performance criteria have been met. Except as otherwise expressly provided in Sections 4 and 5, the parties agree that each of their mutual promises and obligations under this Release shall suffice as full Agreement. Payment will be made promptly (and adequate consideration for their obligations under this Releasein any event, within 30 days) following the Company’s receipt of the applicable invoices and such invoices must be submitted within 30 days following the Separation Date.

Separation Payments. (a) The Separation Date shall be the termination date of your employment for purposes of participation in and coverage under all benefit plans and programs sponsored by or through the Company. In exchange connection with your separation from employment with the Company, you will receive (i) any accrued but unpaid base salary through the Separation Date, to be paid on the next regularly scheduled payroll date immediately following the Separation Date, (ii) reimbursement for Employeeany properly submitted, but unreimbursed, business expenses incurred on or prior to the Separation Date and in accordance with the Company’s performance expense policy (to be eligible for such reimbursement, you must submit any such expenses within forty five (45) days of the Separation Date), and (iii) payment for any accrued but unused vacation time in accordance with the Company’s vacation policy. In addition, you will be entitled to receive vested benefits provided under any employee benefit plans maintained by the Company and in which you participate (excluding any employee benefit plan providing severance or similar benefits), in each case, in accordance with the terms of this Release, the Company agrees to provide the following (collectively the “Separation Payments”): (a) Employee may keep the MacBook Pro Laptop provided to him for use during his employment, as well as the golf clubs provided to Employee through the Officer Club Program. All Company information shall be wiped from the laptop prior to release to Employee. In addition, the Company cell phone number used by Employee while employed at the Company will be transferred to Employee following his final date of employment. If a cell phone (Company or personal) utilized by Employee has any Company information on it, all Company information shall be wiped from the phone on the final date of employment. These items are referred to herein collectively as the “Release Payment”such plan and applicable law. (b) Annual incentive payment All of your outstanding Company equity awards, including stock options, restricted stock units and performance stock units granted to you that are outstanding as of the date hereof (“Equity Awards”) will continue to vest in accordance with the terms of the relevant stock plans and equity award agreements until the Separation Date, at which point any of your then outstanding unvested Equity Awards will be forfeited, and the post-termination of employment exercise period applicable to your outstanding vested stock options pursuant to the applicable award agreements will be deemed to commence as of your Separation Date; provided, however, that your post-termination of employment “Noncompete Period” as defined under your Equity Award agreements will be deemed to commence as of the CEO Resignation Date. Except as described in the preceding sentence, your vested Equity Awards shall continue to be governed by the terms of the applicable equity plan, including the Weight Watchers International, Inc. 2004 Stock Incentive Plan, the Weight Watchers International, Inc. 2008 Stock Incentive Plan and the Weight Watchers International, Inc. 2014 Stock Incentive Plan (each as amended from time to time), and any other agreements executed thereunder and the Company’s corresponding Terms and Conditions for calendar year 2019, pro-rated Employee Stock Awards and the Term Sheets for the period January 1same, 2019 through August 30as applicable, 2019including without limitation, at the incentive target percentage rate of 55% of Employee’s 2019 annual base salary, should an annual incentive payment be made any restrictive covenants contained therein and applicable to all other then-current officers of the Company. Actual incentive payout will be calculated and adjusted based upon final calendar year corporate financial results relative to pre-determined performance metrics and associated payout modifiers at each level of performance, and may result in the final amount being lower or higher than the stated target amount. Payment, if any, shall be made when all other incentive payments are made, generally, in the first quarter of 2020 (“Annual Incentive Payment”)such Equity Awards. (c) Vesting Subject to (i) your employment during the Transition Period not being terminated for Cause, (ii) your continued compliance with the terms of PSU’s granted this Agreement, (iii) your re-execution of the Release of Claims attached hereto as Exhibit A during the 21 day period immediately following the Separation Date (such re-executed Release of Claims, the “Bring-Down Release”), and (iv) the Bring-Down Release becoming effective in accordance with its terms on the Release Effective Date (as such term is defined in Exhibit A) applicable to Employee on February such Bring-Down Release, the Company will provide you with the following payments and benefits (collectively, the “Consideration”): (i) A lump sum payment in an amount equal to $2,107,400 (representing one (1) times your current base salary plus your target annual bonus) (i.e., $1,053,700 plus $1,053,700), to be paid within 30 days following the Release Effective Date applicable to the Bring-Down Release; (ii) Provided you make the necessary election, payment for your continued health coverage under the Company-sponsored health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act during the twelve (12) month period following the Separation Date, or such shorter period of time if you obtain alternative health coverage from another employer; you agree to notify the Company of any such alternative health coverage promptly upon the commencement of such coverage; and (iii) Reimbursement of your reasonable legal fees and expenses incurred in connection with your negotiation of this Agreement up to an amount equal to $15,000. Such reimbursement shall be made within thirty (30) days following the Release Effective Date applicable to the Bring-Down Release. (d) You acknowledge and agree that the payment(s) and other benefits provided pursuant to this paragraph 2 are being made in full discharge of any and all liabilities and obligations of the Company to you, monetarily or with respect to employee benefits or otherwise, including but not limited to any and all obligations arising under your letter agreements with the Company dated December 6, 2017 2012, May 8, 2013 and July 30, 2013, and any other alleged written or oral employment agreement, policy, plan or procedure of the Company and/or any alleged understanding or arrangement between you and the Company (Grant No. 02061703other than claims for accrued and vested Equity Awards and benefits under an employee benefit, insurance, or pension plan of the Company (excluding any employee benefit plan providing severance or similar benefits), which are scheduled subject to vest on February 6the terms and conditions of such plan(s)). (e) You acknowledge that the Company may withhold from any payments made under this Agreement all applicable taxes, 2020 (“Vested PSU’s”). The payment of any performance-based long-term incentive compensation awards shall be paid after the completion of the relevant performance period and the evaluation of whetherincluding but not limited to income, employment, and the degree to whichsocial insurance taxes, the performance criteria have been met. Except as otherwise expressly provided in Sections 4 and 5, the parties agree that each of their mutual promises and obligations under this Release shall suffice as full and adequate consideration for their obligations under this Releasemay be required by law.