Common use of Separation Payments Clause in Contracts

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 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 any properly submitted, but unreimbursed, business expenses incurred on or prior to the Separation Date and in accordance with the Company’s 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 such plan and applicable law. (b) 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 Employee Stock Awards and the Term Sheets for the same, as applicable, including without limitation, any restrictive covenants contained therein and applicable to such Equity Awards. (c) Subject to (i) your employment during the Transition Period not being terminated for Cause, (ii) your continued compliance with the terms of 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 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, 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 (other 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), subject to the 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, including but not limited to income, employment, and social insurance taxes, as may be required by law.

Separation Payments. In further consideration of your entering into and complying fully with this Agreement, and specifically conditioned upon your re-execution of this Agreement on the Employment Separation Date, the Company also agrees to provide you the following separation benefits: (a) The Company will pay you the total gross amount of $182,200 during the anticipated twelve-month period immediately following the Employment Separation Date shall be (the termination date "Separation Payments"), which is equivalent to twelve months of your employment for purposes current annual salary and monthly car allowance. The Separation Payments will be paid in equal periodic amounts on the regular pay dates of participation in and coverage under all benefit plans and programs sponsored by or through the Company. In connection with your separation from employment with the Company, you will receive (i) any accrued but unpaid base salary through the Separation Date, subject to be paid on the next regularly scheduled payroll date immediately following the Separation Date, (ii) reimbursement for any properly submitted, but unreimbursed, business expenses incurred on or prior to the Separation Date and in accordance with the Company’s 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 such plan and applicable lawall legally-required deductions. (b) All After the Employment Separation Date, you will have the opportunity to extend your health plan benefits, pursuant to the Company's procedures to elect continued coverage through COBRA, and you will be solely responsible for timely election of coverage and payment of premium amounts pursuant to COBRA. During the twelve-month period beginning on the Employment Separation Date, the Company will reimburse you for your outstanding Company equity awardshealth plan benefit premiums, including stock options, restricted stock units and performance stock units granted to at the same benefit level which you that are outstanding had as of the date hereof Resignation Date (“Equity Awards”the "Health Plan Premiums"). (c) In response to reference requests received by the Company from prospective employers, the Company generally 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 confirm your then outstanding unvested Equity Awards will be forfeited, and the post-termination dates of employment exercise period applicable and last position held. If you wish to authorize the Company to release any additional information about your outstanding vested stock options pursuant employment, then you agree to provide me with a specific written request to release such information in response to which the applicable award agreements will be deemed Company agrees to commence as of provide information about your Separation Dateactual written performance appraisals dated October 1, 2000, April 1, 2002; and May 1, 2004; provided, however, that your post-termination of you understand and agree that you may not accept outside employment “Noncompete Period” as defined prior to the Employment Separation Date absent advance written authorization from me. The Company does not require or expect you to seek other employment during the period in which you are receiving compensation 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)this Agreement, and your compensation under this Agreement will not be reduced by any compensation you may earn from other agreements executed thereunder sources during the period you are receiving compensation under this Agreement. You agree that the Separation Payments and Health Plan Premiums shall be the sole amounts paid to you after the Employment Separation Date, and you must confirm at that time, by signing this Agreement again, that you have been paid all wages due and owing to you from the Company through the Employment Separation Date, and that, other than as expressly provided in this Agreement, you shall have no entitlement or claim to any further compensation or benefits from the Company’s corresponding Terms and Conditions for Employee Stock Awards and the Term Sheets for the same, as applicableincluding, including without limitation, salary, bonuses, incentive compensation, stock, stock options, accrued vacation payments, severance pay, unvested pension benefits, employer-paid health benefits, fringe benefits, expense reimbursements, or any restrictive covenants contained therein other employment benefits The Separation Payments and applicable Health Plan Premiums shall be in lieu of any other obligation of the Company for separation pay, severance pay, or any other termination-related payment to such Equity Awards. (c) Subject you. Should you fail to (i) your employment during the Transition Period not being terminated for Cause, (ii) your continued compliance comply with the terms of this Agreement, (iii) your including, for example, failing to re-execution execute this Agreement on the Employment Separation Date or failing to comply with any of the Release terms of Claims attached hereto as Exhibit A during this Agreement after the 21 day period immediately following Employment Separation Date, then all of the Separation Date (Company's payment obligations under this Agreement will terminate immediately. The termination provisions of this section do not limit in any way the Company's remedies provided in other provisions of this Agreement, all 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 remedies being cumulative. The Company's decision to such Bring-Down Release, the Company will provide you with the following discontinue these payments and benefits (collectively, to you under this section shall not affect 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 remaining obligations and expenses incurred in connection with your negotiation benefits 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 ReleaseAgreement. (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, 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 (other 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), subject to the 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, including but not limited to income, employment, and social insurance taxes, as may be required by law.

Separation Payments. a. Should the Employee be terminated by the Company other than for Cause or Disability, or should the Employee resign for Good Reason, during the term of employment under this Agreement (a) as such term may be extended in accordance with Section 6 above), the Employee shall receive the following separation benefits: i. The Separation Date Employee 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 connection with your separation from employment with the Company, you will receive (i) any paid 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 any properly submitted, but unreimbursed, business expenses incurred on or prior to the Separation Date and in accordance with the Company’s 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) termination plus a separation 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 such plan and applicable law. (b) 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 Employee Stock Awards and the Term Sheets for the same, as applicable, including without limitation, any restrictive covenants contained therein and applicable to such Equity Awards. (c) Subject to (i) your employment during the Transition Period not being terminated for Cause, (ii) your continued compliance with the terms of 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 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 his then-current annual base salary plus your target annual bonus) (i.e.for the year in which the termination occurs, $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 as well as an amount equal to $15,000. Such reimbursement shall be made within thirty (30) days following the Release Effective Date applicable to the Bringa pro-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 rata portion 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 Employee's then-current target bonus for the Company dated December 6, 2012, May 8, 2013 and July 30, 2013year in which the date of termination occurs, and any other alleged written or oral employment agreementunpaid benefits to which Employee is otherwise entitled; however, policyprovided such termination were to occur prior to Employee's first anniversary, plan or procedure the Employee shall be paid accrued base salary through the date of termination plus a separation payment of one and one-half (1.5) times his then-current annual base salary for the year in which the termination occurs, as well as an amount equal to a one and one-half (1.5)times the pro-rata portion of the Company and/or Employee's then-current target bonus for the year in which the date of termination occurs, and any alleged understanding or arrangement between you other unpaid benefits to which Employee is otherwise entitled. The Employee shall also receive fully paid-up medical, Mr. Colaluca 4 Septem▇▇▇ ▇, ▇▇▇▇ dental and prescription drug health insurance benefits commensurate with the Company (other than claims Company's standard health insurance benefits for accrued and vested one year after the Employee's last date of employment. All Restricted Stock awards pursuant to the Intergraph Corporation 2004 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), subject Incentive Plan shall be treated according to the terms of the Plan and conditions of such plan(s))the applicable award agreement. (e) You acknowledge ii. Termination for cause -- No separation payment is due or payable should the Employee be terminated for Cause or Employee resigns without Good Reason. In that event, all Restricted Stock awards pursuant to the Company may withhold from any payments made under this Agreement all Intergraph Corporation 2004 Equity Incentive Plan shall be treated according to the terms of the Plan and the applicable taxes, including but not limited to income, employment, and social insurance taxes, as may be required by lawaward agreement.

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 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 any properly submitted, but unreimbursed, business expenses incurred on or prior to the Separation Date and in accordance with the Company’s 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 such plan and applicable law. (b) All As of your outstanding the Separation Date, all Company equity awards, including including, stock options, options and restricted stock units and performance stock units granted to you that are outstanding as of the date hereof Separation Date (“Equity Awards”) will continue that did not vest on or prior 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 Date shall be forfeited, and the post-termination of employment exercise period applicable cancelled without payment therefor. With respect 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 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, Plan or 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 Employee Stock Awards and the Term Sheets for the same, as applicable, including without limitation, any restrictive covenants contained therein and applicable to such Equity Awards. (c) Subject to (i) your employment during the Transition Period not being terminated for Cause, (ii) your continued compliance with the terms of this Agreement, and (iii) your re-execution of executing the Release of Claims attached hereto as Exhibit A during the 21 day period immediately following the Separation Date Agreement (such re-executed Release of Claims, the “Bring-Down Release”), attached hereto as Exhibit A, following the termination of your employment but on or prior to the expiration of the Review Period (as such term is defined in the Bring-Down Release), and (iv) the subject to such 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 such the 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 2,000,000 (representing one two (12) times your current base salary plus your target annual bonussalary) (i.e., at an annual rate of $1,053,700 plus $1,053,7001,000,000), to be paid within 30 days on the first regular payroll date following the Release Effective Date applicable to the Bring-Down ReleaseSeparation 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 twelve eighteen (1218) 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 $15,0009,000. Such reimbursement shall be made within thirty ten (3010) 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 applicable to (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 together with the regular salary installment on the first regular payroll date following the Release Effective Date. (de) 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, 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 (other 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), subject to the terms and conditions of such plan(s)). (ef) 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 social insurance taxes, as may be required by law.

Separation Payments. In consideration of the promises and covenants made by Employee in this Agreement, including the general waiver and release of claims which forms a material part of this Agreement and Employee’s compliance with all of the terms and conditions of this Agreement, and subject to Employee’s timely execution and non-revocation of this Agreement, the Company will make the following “Separation Payments” pursuant to the Company’s Executive Severance Plan, Employee’s Offer Letter, and the outstanding award agreements governing Employee’s outstanding equity awards consistent with a termination without cause pursuant to such plans and agreements: (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 connection with your separation from employment with the Companypay to Employee any earned, you will receive (i) any accrued but unpaid base salary wages through the Separation Date, as required by law, and the equivalent amount of any calendar year 2024 vacation days that are accrued but unused as of the Separation Date, all less all applicable and legally required withholdings and deductions, to be paid out on the next Company’s first regularly scheduled payroll date immediately following the Separation Date, (ii) reimbursement for any properly submitted, but unreimbursed, business expenses incurred on or prior to after the Separation Date and in accordance with the Company’s expense policy standard payroll practices; (b) pay to Employee severance in the amount of $1,282,500.00 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be eligible for such reimbursement, you must submit any such expenses within forty five paid out on the first payroll date following the sixtieth (4560th) days of calendar day after the Separation Date), and (iii) payment for any accrued but unused vacation time Date in accordance with the Company’s vacation policy. In additionstandard payroll practices; (c) pay to Employee her 2024 Annual Bonus in the amount equivalent to the lesser of either the (i) target payout or (ii) actual payout thereunder, you will prorated for the eligibility year through the Separation Date, less all applicable and legally required withholdings and deductions, to be entitled to receive vested benefits provided under any employee benefit plans maintained by paid out on the Company and normal payout date for other similarly situated active employees (for the avoidance of doubt, such payout date is anticipated in which you participate (excluding any employee benefit plan providing severance or similar benefits), in each case, around March 2025) in accordance with the terms of such plan and applicable law. (b) 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 Employee Stock Awards and the Term Sheets for the same, as applicable, including without limitation, any restrictive covenants contained therein and applicable to such Equity Awards. (c) Subject to (i) your employment during the Transition Period not being terminated for Cause, (ii) your continued compliance with the terms of 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 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 Releasestandard payroll practices; (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 vest and agree that pay to Employee the payment(s) and other benefits provided equivalent amount of 10,391 shares of time-based restricted stock units constituting a prorated portion of her “Sign-On Equity Award” pursuant to this paragraph 2 are being made in full discharge of any and all liabilities and obligations of her October 2, 2023 Time-Based Restricted Stock Unit Award Agreement under 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, 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 (other 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)▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 2017 Stock Incentive Plan, subject to the terms and conditions of such plan(s)).programs; (e) You acknowledge vest and pay to Employee the equivalent amount of 1,938 shares of time-based restricted stock units constituting a prorated portion of her 2024 Annual Equity Award pursuant to her February 16, 2024 Time-Based Restricted Stock Unit Award Agreement under the NCR Atleos Corporation 2024 Stock Incentive Plan, subject to the terms and conditions of such programs; (f) vest and pay to Employee the equivalent amount of 2,907 shares of performance-based restricted stock units constituting a prorated portion of her 2024 Annual Equity Award pursuant to her February 16, 2024 Performance-Based Restricted Stock Unit Award Agreement under the NCR Atleos Corporation 2024 Stock Incentive Plan, subject to the terms and conditions of such programs; (g) pay the premiums and other necessary costs associated with maintaining Employee’s presently elected term-life insurance coverage for twelve (12) consecutive months immediately following the Separation Date; Exhibit 10.1 (h) to arrange for Employee to receive outplacement services provided by Right Management, provided that Employee requests and commences such services within ninety (90) calendar days immediately following the Separation Date (note that Employee shall not be entitled to obtain cash in lieu of such services); (i) payment of attorneys’ fees in the amount of $7,500.00, as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the Company’s first regularly scheduled payroll date after the Separation Date in accordance with the Company’s standard payroll practices; and (j) all other employment benefits received by Employee shall cease to be effective on the Separation Date, subject to Employee’s right to continuation coverage under Employee’s group health insurance pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that Employee timely elects such coverage on her own accord. The Company will pay Employee’s COBRA premium applicable to Employee for comparable coverage under the Company’s group medical plan for a period of up to eighteen (18) consecutive months immediately following the Separation Date, provided, however, that if at any time during the eighteen (18) consecutive month period Employee becomes entitled to receive health insurance from a subsequent employer, the Company’s obligations under this Section 3(j) shall terminate immediately. Information about COBRA continuation coverage will be provided to Employee under separate cover at a later date or by Employee’s insurance provider. (k) Employee acknowledges that the amounts payable pursuant to Section 3(d), (e) and (f) above will be payable in the form of a net number of shares of common stock of the Company may withhold from after the Company withholds shares equal to the amount required to be withheld in order to satisfy applicable tax withholding by the Company. (l) Employee acknowledges and agrees that Employee is not eligible for any payments made under or benefits other than as provided in this Agreement all applicable taxes, including but and expressly acknowledges that she is not limited to income, employment, and social insurance taxes, as may be required eligible for any additional equity interests other than the interests already owned by lawEmployee.

Separation Payments. (a) The Separation Date In the event of termination of the Employment Period upon the death or Disability of the Executive, the Company 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 connection with your separation from employment with the Company, you will receive promptly pay to Executive (i) all sums in respect of Base Salary and benefits accrued and unpaid to the date of termination (ii) the 2001 Guaranteed Bonus and the 2002 Guaranteed Bonus, if not previously paid, on the dates those bonuses would have otherwise been payable, and (iii) if the Company 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 the Employment Period. Executive shall not be entitled to receive her Base Salary, any severance pay or any fringe benefits for periods after such termination of the Employment Period upon death or Disability. (b) In the event of termination of the Employment 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 but and unpaid base salary to the date of termination. Within five business days following a termination of the Employment Period by the Company for Cause or upon Executive's resignation (other than for Good Reason), the Company may, in its sole discretion, notify the Executive in writing of its decision to release the Executive from her obligations under sections 6(a)-(c) of this Agreement. In the event the Company fails to elect to release the Executive as provided in the immediately preceding sentence, the Company shall continue to pay the Executive the Base Salary in effect on the date of termination through the Separation Datelast day of the Non-Competition Period (as defined in Section 6(a) of this Agreement). Except as provided in the immediately preceding sentence, Executive shall not be entitled to be paid on receive her Base Salary, any severance pay or any fringe benefits for periods after such termination of the next regularly scheduled payroll Employment Period or any bonus not previously paid, irrespective of whether such bonus is guaranteed under this Agreement. (c) If the Employment Period is terminated by the Company without Cause or by the Executive for Good Reason in accordance with Section 3(c), then (i) the Company shall pay to 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 immediately following of termination, and (B) the Separation third anniversary of the Commencement Date, (ii) reimbursement for any properly submitted, but unreimbursed, business expenses incurred on or prior the Company shall pay to Executive within ten days thereof all sums accrued and unpaid to the Separation Date and in accordance with the Company’s expense policy (to be eligible for such reimbursement, you must submit any such expenses within forty five (45) days date 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 such plan and applicable law. (b) 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 Employee Stock Awards and the Term Sheets for the same, as applicable, including without limitation, any restrictive covenants contained therein and applicable to such Equity Awards. (c) Subject to (i) your employment during the Transition Period not being terminated for Cause, (ii) your continued compliance with the terms of this Agreementtermination, (iii) your re-execution of the Release of Claims attached hereto as Exhibit A during 2001 Guaranteed Bonus and the 21 day period immediately following 2002 Guaranteed Bonus, if not previously paid, on the Separation Date (such re-executed Release of Claims, the “Bring-Down Release”)dates those bonuses would have otherwise been payable, and (iv) the Bring-Down Release becoming effective in accordance with its terms Company shall pay to Executive, on the Release Effective Date (as such term is defined in Exhibit A) applicable to such Bring-Down Release, the Company will provide you with or before March 31 of the following payments and benefits (collectivelyfiscal year, a share of the “Consideration”): (iPerformance 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. In the event that the Executive is terminated on or after the first anniversary of the Commencement Date, all amounts payable under this Section 4(c) A shall be paid in a lump sum payment in an amount equal to $2,107,400 (representing one (1within 15 days of the effective date of termination. The provisions of this Section 4(c) 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 shall constitute Executive's sole and expenses incurred exclusive remedy 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 termination 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 Employment Period by the Company dated December 6, 2012, May 8, 2013 and July 30, 2013, and any other alleged written without Cause or oral employment agreement, policy, plan or procedure of by the Company and/or any alleged understanding or arrangement between you and the Company (other than claims Executive 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), subject to the terms and conditions of such plan(s))Good Reason. (e) 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 social insurance taxes, as may be required by law.

Separation Payments. (a) The Separation Date shall be In connection with 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 connection with your separation from employment relationship with the Company, the Company will pay to you will receive (i) any all amounts that have accrued to your benefit through the Separation Date but unpaid base salary through have not been paid as of the Separation Date, to be paid on the next regularly scheduled payroll date immediately following the Separation Dateincluding: (i) base salary, (ii) reimbursement for any properly submitted, but unreimbursed, business reasonable and necessary expenses incurred by you on or prior to behalf of the Separation Date and in accordance with Company during the Company’s expense policy (to be eligible for such reimbursement, you must submit any such expenses within forty five (45) days of 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) payment for payable in a cash lump sum no later than the Company’s first regularly scheduled payroll date after the Separation Date, (iv) any accrued but unused vacation time 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 Company’s vacation such plan, policy. In addition, you will practice or program, contract or agreement, and (v) any other amounts or benefits required to be entitled to receive vested benefits provided under any employee benefit plans maintained paid by the Company and in which you participate law (excluding any employee benefit plan providing severance or similar benefitsitems (i) - (v), in each casecollectively, in accordance with the terms of such plan and applicable law“Accrued Compensation”)). (b) All In addition to the Accrued Compensation, as consideration for you entering into this Agreement, the 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 separation of your outstanding employment relationship with the Company. Specifically, the Company equity awards, including stock options, restricted stock units and performance stock units granted will pay or provide to you that are outstanding as of the date hereof following compensation and benefits, subject to Section 3 hereof: (“Equity Awards”i) 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 An amount equal to your outstanding vested stock options pursuant to the applicable pro rata 2020 annual incentive award agreements will be deemed to commence as of your Separation Date; provided, however, that your post-termination of employment “Noncompete Period” as defined provided 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 Short-Term Annual Incentive Program, in the amount approved by the Compensation Committee of the Board (the “Compensation Committee”) on or about January 25, 2021 (the “2020 Annual Incentive Award”), for Employee Stock Awards 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 Term Sheets for the same, as applicable, including without limitation, any restrictive covenants contained therein and applicable to such Equity Awardsdenominator of which is 365. (cii) Subject An amount equal to three (3) times the sum of (x) your annual base salary of $566,500, and (y) $585,955, which is the average of: (i) your employment during the Transition Period not being terminated for Cause2020 annual cash bonus award of $410,176, and (ii) your continued compliance with the terms 2019 annual cash bonus award of this Agreement, $761,733. (iii) your re$50,880, which amount is equal to (x) twenty-execution four (24) multiplied by (y) the total monthly premium (i.e., both the employer portion and the employee portion of the Release of Claims attached hereto as Exhibit A during the 21 day period immediately following premium) in effect on the Separation Date (for family coverage under the Company’s group health plan less the monthly employee charge for such re-executed Release of Claims, coverage in effect on the “Bring-Down Release”), and Separation Date. (iv) the BringAll outstanding, unvested restricted stock, restricted stock units, LTIP units and other equity awards held by you that are subject to solely time-Down Release becoming effective in accordance with its terms on the Release Effective Date (as such term is defined in Exhibit A) applicable to such Bring-Down Release, the Company will provide you with the following payments and benefits based vesting conditions (collectively, the “ConsiderationTime-Based Awards”): (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 shall fully vest as of the Separation Date, or such shorter period of time if you obtain alternative health coverage from another employer; you agree subject to notify the Company of any such alternative health coverage promptly upon the commencement of such coverageSection 3 below; and (iiiv) 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) All outstanding, unvested restricted stock units, LTIP units and other benefits provided pursuant to this paragraph 2 equity awards held by you that 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, 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 (other 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), subject to the 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, including but not limited to income, employment, and social insurance taxes, as may be required by law.performance-based vesting conditions

Separation Payments. (a) The Separation Date shall be 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 your employment termination (the “Separation Pay”); (ii) a pro-rated portion of the Annual Bonus for purposes which Employee is eligible for the year of participation 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 under all benefit plans and programs sponsored law after the date of termination, reimbursement for Employee’s applicable health continuation coverage premiums actually paid, less the amount of any premium amount that would have been payable by or through the Company. In connection with your separation from employment with Employee for such coverage, if any, if Employee had been actively employed by the Company, you will receive 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) any accrued but unpaid base salary through the Separation Date, above will be payable to be paid on the next regularly scheduled payroll date immediately following the Separation Date, (ii) reimbursement for any properly submitted, but unreimbursed, business expenses incurred on or prior to the Separation Date and in accordance with the Company’s 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 Executive over time in accordance with the Company’s vacation policypayroll practices and procedures beginning on the 60th day following the termination of Executive’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. In additionThe COBRA Reimbursement shall continue for the specified period provided that (A) the Company may terminate the COBRA Reimbursement if Employee becomes eligible to receive health benefits pursuant to a plan maintained by a subsequent employer during such period, you and Employee will promptly notify the Company of his becoming eligible for such coverage, and (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 Benefits but materially breaches his obligations under this Agreement or any other agreement entered into by Employee and the Company (including but not limited to the Confidentiality Agreement) after termination of employment, the Company will be entitled to receive vested benefits provided under immediately stop paying any employee benefit plans maintained by further installments of 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 such plan and applicable lawSeparation Benefits. (b) 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 Employee Stock Awards and the Term Sheets for the same, as applicable, including without limitation, any restrictive covenants contained therein and applicable to such Equity Awards. (c) Subject to (i) your employment during the Transition Period not being terminated for Cause, (ii) your continued compliance with the terms For purposes of this Agreement, “Cause” shall mean Employee’s: (i) willful or repeated failure, disregard or refusal to perform his duties as an employee of the Company; (ii) willful misconduct with respect to Employee’s duties as an employee of the Company; (iii) your re-execution material breach 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”), any agreement between Employee 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 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 this Agreement or the Confidentiality Agreement); (iv) conviction on charges of, or plea of guilt or no contest to any and all obligations arising under your letter agreements with 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 Company dated December 6, 2012, May 8, 2013 and July 30, 2013, and any other alleged written or oral employment agreement, policy, plan or procedure reasonable opinion of the Company and/or Company, has the capacity to injure, the operations or reputation of the Company. “Good Reason” shall mean any alleged understanding of the following occurring at the time of, or arrangement between you and 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 (other than claims for accrued and vested Equity Awards and benefits under an employee benefit, insurance, or pension plan by any successor) of the Company (excluding any employee benefit plan providing severance or similar benefits), subject to the terms and conditions of such plan(s)). any agreement between Employee and the Company; or (eiv) You acknowledge that any directive of the Company may withhold from that would require Employee to commit any payments made under this Agreement 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 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 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 substantially all applicable taxesthe assets of the Company, including but not limited to incomeany merger, employmentconsolidation or acquisition of the Company by or into another party, entity or person, and social insurance taxes, as may be required by lawor any change in the ownership of more than 50% of the voting capital stock of the Company in one or more related transactions.