Common use of Severance Benefits Clause in Contracts

Severance Benefits. If during the term of this Agreement the Executive leaves the employment of the Companies for Good Reason, as explained in Section 4 of this Agreement, and the Executive signs the release (the "Release") that is attached to and incorporated in this Agreement, the Executive shall receive the following benefits (the "Severance Benefits"): (a) An amount equal to the Executive's annual base salary. The "annual base salary" of the Executive shall be defined as the Executive's base rate of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall cease.

Severance Benefits. If during (x) the term Company terminates your employment for any reason other than for Cause (as defined below), death or Disability (as defined below), or (y) you resign from your employment with the Company for Good Reason (as defined below) (each such event, a “Qualified Separation”), subject to the terms of this Agreement the Executive leaves the employment (including satisfaction of the Companies Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for Good Reasonthe Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as explained applicable) health insurance coverage in Section 4 effect on the termination date until the earliest of: (1) the last day of this Agreementthe final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, and including plan termination; provided that if at any time the Executive signs the release Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (the "Release") that is attached to and incorporated in this Agreementincluding, but not limited to, the Executive 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such premiums pursuant to this Section, the Company shall receive pay you on the following benefits (last day of each remaining month of the "Severance Benefits"): (a) An amount period specified above, a fully taxable cash payment equal to the Executive's annual base salary. The "annual base salary" COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of the Executive shall be defined as the Executive's base rate of compensation in effect as of the Date of Terminationsuch period; and (iv) unless an option award provides for a more favorable post-termination exercise period, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; with respect to any options granted to you, such options (b) An amount equal to the average annual incentive award(s) or bonus(es) paid extent that you are entitled to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in exercise such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock options as of the date of termination of continuous service) shall be exercisable until the stock was awarded date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Executive as annual incentive compensationPlan, and in no event will your options be exercisable beyond the original expiration date of such options. Notwithstanding the foregoingIn addition, the Executive's actual total annual incentive awards Company shall pay or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of provide you with the following: (i) 12 any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the Date termination of Termination; your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) until have satisfied the Executive following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no longer has coverage later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under COBRA; clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) until such earlier date as permitted under Section 409A without the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (dimposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) Outplacement services that are customary period, all payments deferred pursuant to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above this Section shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive applicable agreement. No interest shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from due on any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Fundsso deferred. If the Company delivers written notice to the Escrow Agent and Executive determines that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested severance benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall ceasenot commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreement.

Severance Benefits. If during the term of If: (i) you timely enter into this Agreement and remain in compliance with its terms (including performing your Transition Period services until the Executive leaves Separation Date); and (ii) on the employment of Separation Date, you provide the Companies for Good Reason, Company with a fully-executed Separation Date Release attached hereto as explained in Section 4 of this Agreement, and the Executive signs the release Exhibit A (the "“Release"”) that is attached and you allow the releases contained therein to and incorporated in this Agreementbecome effective, the then pursuant to your Executive shall receive the following benefits Severance Benefits Agreement (the "“Severance Benefits"): (a) An amount equal Agreement”), or the Company terminates your employment prior to the Executive's annual base salary. The "annual base salary" of the Executive shall be defined as the Executive's base rate of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding contemplated Transition Period without “Cause,” as defined in the Date of Termination; Severance Agreement (b) An amount equal to and you timely provide the average annual incentive award(s) or bonus(es) paid to Executive in each of requisite Release per the three complete calendar years prior to Severance Agreement), you will receive the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the following severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day associated with termination of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow your employment: a. You will receive an amount equal to fifteen (15) months of your base salary, paid over the sum of fifteen-month period immediately following the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwiseSeparation Date; provided, however, that the Executive no amount shall be paid prior to the 60th day following the Separation Date (provided that the Release is effective by that date). On the 60th day following the Separation Date, the Company will pay you the severance amount that you would otherwise have received on or prior to such date but for the delay in payment related to the effectiveness of the Release, with the balance of the severance amount being paid as originally scheduled. b. Provided that you timely elect continuation of coverage pursuant to COBRA, the Company shall pay the applicable premiums (inclusive of premiums for your dependents) for such continued health, dental, or vision plan coverage for you and your eligible dependents following the Separation Date for up to fifteen (15) months (but in no event after such time as you are eligible for coverage under the plans of a subsequent employer or you are no longer eligible for COBRA coverage). You are required to notify the Companies Company immediately if you become eligible under a health, dental, or vision insurance plan of a subsequent employer. You acknowledge and agree that upon receipt of the Executive becomes covered by a health benefits set forth in Section 3, you will have received all severance benefits to which you are entitled, whether under the Severance Agreement or dental care program providing substantially similar coverageotherwise, at which time health or dental care continuation coverage provided under this Agreement shall ceaseand will not be eligible for, and will not receive, any further severance benefits from the Company.

Severance Benefits. If during In the term of this Agreement event that the Executive leaves the Company terminates your employment of the Companies without Cause (other than due to death or disability) or you resign your employment for Good ReasonReason (as defined below), in either case at such time that is not within the three months immediately preceding or twelve months immediately following the consummation of a Change in Control (as explained defined below), in Section 4 addition to the Accrued Obligations and provided you enter into, do not revoke and comply with the terms of this Agreement, a separation agreement in a form provided by the Company which shall include a general release of claims against the Company and the Executive signs the release related persons and entities (the "“Release"”) that is attached to and incorporated in this Agreement, the Executive shall receive Company will provide you with the following benefits (the "Severance Benefits"):termination benefits: (a) An amount equal to continuation of your Base Salary for the Executive's annual base salary. The "annual base salary" of the Executive shall be defined as the Executive's base rate of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to six month period following the Date of Termination (but not including in such average calendar year 2000the “Salary Continuation Payments”); and (b) orif elected, if shortercontinuation of group health plan benefits to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), in each with the cost of the complete calendar years during regular premium for such benefits shared in the Executive's entire period same relative proportion by the Company and you as in effect on the Date of employment with Termination until the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum earlier of (i) amount the date immediately following the expiration of cash awards or bonuses, plus the six-month severance period; and (ii) the value of stock awardsdate you become eligible for health benefits through another employer or otherwise become ineligible for COBRA. Notwithstanding the foregoing, if the Company determines, in each case accrued by its sole discretion, that the Companies ▇▇▇▇ ▇▇▇▇▇ July 12, 2014 Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay you a taxable cash amount, which payment shall be made regardless of whether you elect health care continuation coverage (the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer and shall be equal to the amount, and paid for the account same duration of time, that the Executive Company would have otherwise paid for your COBRA benefits as performance based compensation described above (whether or not deferred) during the applicable year. The value of stock awarded to the Executive which amount shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage premium for the shorter first month of the following: (icoverage). The Salary Continuation Payments under this Section 9(a) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid out in cash or good funds in equal monthly installments during accordance with the period that the covenants set forth in Section 7 shall be in effect Company’s payroll practice over six months commencing on the first day of the calendar month that occurs thirty (30) within 60 days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered 60-day period begins in one calendar year and ends in a second calendar year, the Salary Continuation Payments shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement shall ceaseis intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

Severance Benefits. If during Notwithstanding the term at-will nature of this Agreement the Executive leaves the employment of the Companies for Good Reasonyour employment, as explained in Section 4 of this Agreement, and the Executive signs the release (the "Release") that is attached to and incorporated in this Agreement, the Executive shall receive the following benefits (the "Severance Benefits"): if (a) An amount equal at any time the Company terminates your employment without Cause (as defined below), and other than as a result of your death or disability, or (b) you resign for Good Reason (as defined below), and provided in each case such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”), then in addition to the Executive's annual Accrued Obligations you will be entitled to receive severance in the form of (i) nine (9) months of your then base salary. The "annual base salary" of the Executive shall , such amount to be defined as the Executive's base rate of compensation paid in effect as of equal installments over a nine (9) month period after the Date of TerminationTermination payable in accordance with the Company’s usual payroll practices and periods, but subject to applicable taxes and withholding, commencing on the first payroll date following the date the Release becomes effective and irrevocable (as discussed in no event less than the Executive's base rate of compensation following paragraph); and (ii) if you were participating in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years Company’s group health plan immediately prior to the Date of Termination and you elect COBRA health continuation, payment for nine (but not including 9) months of monthly COBRA premiums at the same rate as the Company pays for active employees for you and your eligible dependents, subject to applicable COBRA terms and in such average compliance with applicable non-discrimination or other requirements under the Internal Revenue Code (the “Code”), the Patient Protection and Affordable Care Act, or the Health Care and Education Reconciliation Act (collectively, the “Severance Benefits”). Such severance benefits are conditional upon (x) your continuing to comply with your obligations under your Proprietary Information Agreement, and (y) your delivering to the Company an effective, general release of claims in favor of the Company in a form acceptable to the Company that becomes effective and irrevocable within 60 days following your termination date (the “Release”). In the event the termination occurs at a time during the calendar year 2000) or, if shorter, when the Release could become effective and irrevocable in each of the complete calendar years during year following the Executive's entire period calendar year in which your termination of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation occurs (whether or not deferred) it actually becomes effective and irrevocable in the following year), then any severance payments and benefits under this Agreement that would be considered deferred compensation under Internal Revenue Code Section 409A will be paid on the first payroll date to occur during the applicable year. The value of stock awarded to calendar year following the Executive shall be calculated based on the value of the stock as of calendar year in which such termination occurs following the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health Release actually becomes effective and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall ceaseirrevocable.

Severance Benefits. If during the term of this Agreement the Executive leaves the your employment of the Companies for Good Reason, as explained in Section 4 of this Agreement, and the Executive signs the release (the "Release") that is attached to and incorporated in this Agreement, the Executive shall receive the following benefits (the "Severance Benefits"): (a) An amount equal to the Executive's annual base salary. The "annual base salary" of the Executive shall be defined as the Executive's base rate of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued terminated by the Companies for the account of the Executive as performance based compensation Company without Cause (whether other than due to death or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoingdisability), the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive you shall be entitled to the following (subject, in addition each case, to the terms of Section 5 below, your duty to mitigate by seeking other employment and not in limitation your compliance with all post-termination restrictive covenants and the terms of the Severance Benefits: Release): a) continuation of your Base Salary (iat the rate in effect immediately prior to the effective date of your termination) accrued and unpaid base for six (6) months following the effective date of your termination, payable in equal installments ratably in the form of salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination continuation payments in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of TerminationCompany’s regular payroll schedule, which vested benefits shall be paid or provided for in accordance commencing with the terms of said employee benefit plans. The Executive shall not be entitled first regularly scheduled payroll date immediately following the date the Release is no longer subject to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwiserevocation; provided, however, the first payment of the salary continuation payments shall include the cumulative amount of salary continuation payments that would have been paid to you during the Executive period of time between the effective date of your termination and the date the salary continuation payments commence had such salary continuation payments commenced immediately following the effective date of termination. Notwithstanding the foregoing, such salary continuation payments shall immediately be reduced dollar for dollar if, and in the amount which, and at the same time as, you receive compensation or other remuneration from any employment or the performance of services (whether for the Company, another company, yourself or any other business enterprise) during the period of such salary continuation payments; and b) subject to your payment of any required premiums, continued participation in all medical, dental and vision plans which cover you (including your eligible dependents) as of the effective date of termination for six (6) months following the effective date of your termination (or earlier if you become eligible for coverage from a new employer), upon the same terms and conditions (except for the requirement of your continued employment) in effect for active employees of the Company. The continuation of health benefits under this subparagraph shall reduce and count against your rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). To the extent that such post-employment coverage cannot be provided to you (including your eligible dependents) under any such plan at the same cost as in effect for active employees of the Company (either because the plan does not permit the foregoing coverage for terminated employees on such terms or such post-employment coverage would have material adverse tax consequences to you) but that coverage under COBRA is available, then you will be required to notify pay the Companies applicable premium for such coverage under COBRA but, for six (6) months following the effective date of the termination of your employment (or, if earlier, until you become eligible for coverage from a new employer), shall be reimbursed by the Executive becomes covered Company each month for the amount of any monthly premium cost paid by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation you in excess of the cost of the coverage provided under this Agreement shall ceaseapplicable to active employees.

Severance Benefits. If during In addition to your Accrued Obligations, subject to your continued compliance with the term of this Agreement the Executive leaves the employment of the Companies for Good ReasonProprietary Information and Inventions Assignment Agreement, as explained in Section 4 of this Agreementdescribed below, and the Executive signs effectiveness of your Release, as defined below, if your employment is involuntarily terminated by the release Company without Cause (as defined below) (and other than by reason of your death or disability) or you resign for Good Reason (as defined below) (either such termination, a “Qualifying Termination”), you shall be entitled to receive, as the sole severance benefits to which you are entitled, the benefits provided below (the "Release") that is attached to and incorporated in this Agreement, the Executive shall receive the following benefits (the "“Severance Benefits"): (a) ”): • An amount equal to 9 months’ base salary (at the Executive's annual base salary. The "annual base salary" of the Executive shall be defined as the Executive's base rate of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years immediately prior to the Date date of Termination (but not including your termination of employment, or in such average calendar year 2000) or, if shorter, the case of a material diminution in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies your base salary which would give rise to Good Reason for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoingyour resignation, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options base salary in effect prior to purchase stock such material diminution), which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall amount will be paid in cash or good funds in equal monthly installments during a lump sum within 10 days following the period that date your Release becomes effective; • If you are terminated between January 1 and the covenants set forth in Section 7 shall be in effect commencing on the first day payment date of the your annual cash performance bonus for the calendar month that occurs thirty (30) days after year preceding the Date date of your Qualifying Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall , you will be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in paid a lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required cash payment in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum amount of the amounts payable annual cash performance bonus that you would have otherwise earned for performance in the calendar year preceding your termination, which amount will be paid in a lump sum within 10 days following the date your Release becomes effective; • The Company will pay you an amount equal to your Target Bonus for the calendar year in which your Qualifying Termination occurs, prorated for the portion of such year that has elapsed prior to the Executive thereunder date of such Qualifying Termination, which amount will be paid in a lump sum within 10 days following the date your Release becomes effective; • For the 9 month period beginning on the date of your termination of employment (or, if earlier, (a) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires, or (b) the Mineralys Therapeutics, Inc. | ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Ste. F200, Radnor, PA 19087 | 610.977.2000 date on which you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment) (such period, the “COBRA Coverage Period”), if you and/or your eligible dependents who were covered under the Company’s health insurance plans as of the date of your termination of employment elect to have COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse you on a monthly basis for an amount equal to (i) the actual monthly premium you and/or your covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for you and/or your eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of your termination of employment. If any of the Company’s health benefits are self-funded as of the date of your termination of employment, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the "Escrow Funds") “Code”), or that is otherwise compliant with SouthTrust Bank applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth above, the Company shall instead pay to you lump sum amount in advance for the COBRA Coverage Period (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"any remaining portion thereof). The Escrow Funds You shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the property election of such coverage and the timely payment of premiums. You shall notify the Company immediately if you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment; • Notwithstanding anything else set forth herein, in the Plan or in any award agreement, such number of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period unvested Stock Awards (as defined in Section 7 hereof)below) then held by you (including the Initial Award and Additional Award) will vest on the effective date of your Release as would have vested during the 9-month period following your Qualifying Termination had you remained employed by the Company during such period. The monthly installments shall foregoing provisions are hereby deemed to be distributed to the Executive on the first day a part of each calendar month Stock Award and to supersede any less favorable provision in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof any agreement or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Terminationplan regarding such Stock Award; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall cease.and

Severance Benefits. If during In exchange for the term of this Agreement the Executive leaves the employment of the Companies for Good Reason, as explained in Section 4 of this Agreement, and the Executive signs the release (the "Release") that is attached to and incorporated promises you make in this Agreement, the Executive shall receive Company covenants and agrees to pay you severance compensation in the following benefits lump sum amount of Two Million One Hundred Thousand and no/100 Dollars ($2,100,000) (the "“Severance Benefits"): (a) An amount equal to the Executive's annual base salaryCompensation”). The "annual base salary" Company’s payment of the Executive shall be defined as the Executive's base rate of compensation this Severance Compensation is made in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment connection with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum severance of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health services and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be is subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all applicable federal, state, city or other income and employment local taxes that shall be requiredand withholding. The Companies shall fund the obligation Company and ▇▇▇▇▇▇ agree to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance file all tax returns consistent with the following provisionsagreement that such payment is made in connection with the severance of services. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds This Severance Compensation is above and agree beyond any compensation owed to be bound by the provisions of this Agreement in a you separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice apart from ProAssurance that the Executive has breached this Agreement, whether in connection with your employment with the Escrow Agent shall distribute Company, your arrangement with ▇▇▇▇, ▇▇▇▇▇▇ or any Other Party Releasee (defined below) or otherwise. You will also receive continued paid medical and dental coverage for you and your dependents, at no cost to you, under the Escrow Funds to the Executive Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for 18 month(s) in the same number amount of equal monthly installments $1,014.00 per month, provided that you make a valid COBRA election. In the event you become eligible for coverage as a participant or beneficiary in an employee welfare benefit plan of another company at any time during the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar 18 month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 period following execution of this Agreement, the Escrow Agent Company's obligation to pay monthly COBRA premiums for you shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon cease. You agree to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or notify the Company immediately upon becoming eligible to deliver notice participate (as participant or beneficiary) in another company's benefit plan. Employee welfare benefit plan as used herein includes but is not limited to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under benefit plans providing coverage for medical, dental, and other healthcare related expenses. You acknowledge that this Agreement. The Executive shall be entitled to the following Severance Compensation and continued medical and dental coverage are in addition to and not in limitation any monies or benefits to which you were already entitled. The Severance Compensation will be paid to you on the first business day following the expiration of the Severance Benefits: seven day (i7) accrued and unpaid base salary as of revocation period for this Agreement described in Paragraph 7c. below (but only if you do not revoke the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein definedAgreement during this period). The Executive shall be under no duty or obligation to seek or accept other employment continuation of your medical and shall dental coverage on the terms described above is also contingent on your not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under revoking this Agreement shall ceaseduring the seven (7) day revocation period.

Severance Benefits. If during the term of this Agreement the Executive leaves remains in the employment employ of the Companies for Good Reason------------------- Ralston or one of its ▇▇▇▇▇▇▇tes until a Change in Control has occurred, as explained in Section 4 of this Agreement, and the Executive signs the release (the "Release") that is attached to and incorporated in this Agreement, the Executive shall receive the following benefits (the "Severance Benefits"): (a) An amount equal to then upon the Executive's annual base salary. The "annual base salary" of the Executive shall be defined as the Executive's base rate of compensation Qualifying Termination within three (3) years after a Change in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoingControl, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following benefits ("Severance Benefits"), subject to withholding of any federal, state or local taxes which, in addition to and not in limitation the opinion of counsel for the payor of the Severance Benefits: , are required to be withheld: a. Payment in a lump sum in cash, within sixty (i60) accrued and unpaid base salary as days of the Date Executive's Qualifying Termination, of Terminationthe present value, calculated using the Discount Rate, of an income stream equal to the Executive's Base Compensation as if it were to be paid each month throughout the applicable Payment Period; (ii) accrued vacation and b. Continuation during the Payment Period of life, health, accident and sick leavedisability benefits no less favorable than those provided to the Executive under life, health, accident and disability plans and programs in effect immediately prior to the Change in Control, subject to all terms and conditions of such plans immediately prior to such Change in Control including, but not limited to, provisions regarding the extent and duration of spouse and dependent coverage, and subject to payment of premiums, if any, on Date of Termination charged at rates no greater than those rates in accordance with effect immediately prior to the then current policy Change in Control; and c. Payment in a lump sum in cash, within sixty (60) days of the Companies with respect Executive's Qualifying Termination, of the present value (calculated using the Discount Rate) of the difference as of the date of the Qualifying Termination between the actual benefits, if any, to terminated employees generally; and (iii) vested benefits which the Executive, or the Executive's beneficiary, is entitled under the Companies' employee benefit plans Retirement Plan and the Supplemental Plan (excluding amounts accrued in the PensionPlus Match Account in the Retirement Plan) and the benefits, if any, under the Retirement Plan and the Supplemental Plan (excluding amounts accrued in the aforesaid PensionPlus Match Account) which the Executive, or the Executive's beneficiary, would have been entitled to receive if the Executive was had remained employed by Ralston or one of its Aff▇▇▇▇▇▇▇ during the applicable Payment Period at a participant on Date compensation level equal to the Executive's Base Compensation; and d. If the Executive, at the time of the Qualifying Termination, which vested benefits shall be paid or provided for is at least 48 years old but not yet age 55, monthly payments equal in accordance with amount to those the terms of said employee benefit plans. The Executive shall not would be entitled to receive Severance Benefits pursuant to the Retirement Plan and the Supplemental Plan (excluding amounts accrued in the PensionPlus Match Account) if employment with paid in the Companies is terminated by reason form of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined)single life annuity. The Executive payments shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies calculated as if the Executive becomes covered by were age 55 but with years of service equal to the Executive's "credited service" (as defined in the Retirement Plan) as of the Qualifying Termination. Such payments shall commence upon the first day of the month following the later to occur of the Qualifying Termination or the attainment of age 50, and shall be paid to the Executive (or his or her beneficiary designated under Article 6) until the date the Executive attains or would have attained age 55. If the Executive dies without having designated a health or dental care program providing substantially similar coveragebeneficiary, at which time health or dental care continuation coverage provided amounts payable under this Agreement Article 4(d) shall ceasebe paid to the Executive's estate in a lump sum equal to the present value of such amounts as of the date of death, calculated using the Discount Rate.

Severance Benefits. If during In addition to your Accrued Obligations, subject to your continued compliance with the term of this Agreement the Executive leaves the employment of the Companies for Good ReasonProprietary Information and Inventions Assignment Agreement, as explained in Section 4 of this Agreementdescribed below, and the Executive signs effectiveness of your Release, as defined below, if, following the release closing of a Qualifying Series A Financing, your employment is involuntarily terminated by the Company without Cause (as defined below) (and other than by reason of your death or disability) or you resign for Good Reason (as defined below) (either such termination, a “Qualifying Termination”), you shall be entitled to receive, as the sole severance benefits to which you are entitled, the benefits provided below (the "Release") that is attached to and incorporated in this Agreement, the Executive shall receive the following benefits (the "“Severance Benefits"): (a) ”): • An amount equal to 6 months' base salary (at the Executive's annual base salary. The "annual base salary" of the Executive shall be defined as the Executive's base rate of compensation in effect immediately prior to the date of your termination of employment, or in the case of a material diminution in your base salary which would give rise to Good Reason for your resignation, the base salary in effect prior to such material diminution), which amount will be paid over a period of 6 months following your termination of employment in accordance with the Company’s standard payroll practices, with the first such installment occurring on the first regularly-scheduled payroll date following the date your Release becomes effective (which first installment will include any installments that would have occurred prior to such date but for the fact your Release was not yet effective); • For the 6 month period beginning on the date of your termination of employment (or, if earlier, (a) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires, or (b) the date on which you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment) (such period, the “COBRA Coverage Period”), if you and/or your eligible dependents who were covered under the Company’s health insurance plans as of the Date date of Terminationyour termination of employment elect to have COBRA coverage and are eligible for such coverage, but in no event less than the Executive's base rate of compensation in effect Company shall pay for or reimburse you on a monthly basis for an amount equal to (i) the monthly premium you and/or your covered dependents, as Mineralys Therapeutics, Inc. | ▇▇▇ ▇▇▇▇ ▇▇., ▇▇▇. #▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 415.678.1977 applicable, are required to pay for continuation coverage pursuant to COBRA for you and/or your eligible dependents, as applicable, who were covered under the Company’s health plans as of the end date of your termination of employment (calculated by reference to the premium as of the last calendar quarter preceding the Date date of Termination; (byour termination of employment) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus less (ii) the value of stock awardsamount you would have had to pay to receive group health coverage for you and/or your covered dependents, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated applicable, based on the value cost sharing levels in effect on the date of your termination of employment. If any of the stock Company’s health benefits are self-funded as of the date of your termination of employment, or if the stock was awarded Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth above, the Company shall instead pay to you the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). You shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. You shall notify the Company immediately if you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment; • Notwithstanding anything else set forth herein, in the Plan or in any award agreement, such number of the unvested Stock Awards (as defined below) then held by you (including the Initial Award) will vest on the effective date of your Release as would have vested during the 9-month period following your Qualifying Termination had you remained employed by the Company during such period. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award; and • In the event your Qualifying Termination occurs following the closing of a Qualifying Series A Financing and within 12 months following a Change in Control, the references to “6 months” in the foregoing severance provisions shall be increased to “12 months.” ◦ As a condition to your receipt of any post-termination payments and benefits pursuant to the Executive as annual incentive compensation. Notwithstanding preceding paragraphs, you shall execute and not revoke a general release of all claims in favor of the foregoing, Company (the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded “Release”) in a form reasonably acceptable to the Executive; (c) Payment Company in order to effectuate a valid general release of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's positionclaims. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in In the event the Executive should violate Release does not become effective within the covenants set forth therein; and provided further that 60-day period following the payment date of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach your termination of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federalemployment, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings you will not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to aforesaid payments and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall ceasebenefits.

Severance Benefits. If during the term a. If, at any time, Bioventus terminates your employment without Cause (other than as a result of this Agreement the Executive leaves the your death or disability) or you terminate your employment of the Companies for Good Reason, as explained in then, subject to Section 4 of this Agreement6(c) and Section 7, and the Executive signs the release (the "Release") that is attached to and incorporated in this Agreement, the Executive you shall receive the following severance benefits (the "“Severance Benefits"): ”): (ai) An amount twelve (12) months (of your Annual Base Salary in effect on the effective date of termination (the “Termination Date”), less applicable taxes and withholdings, payable in equal to installments over the Executive's annual base salary. The "annual base salary" of twelve (12) month period immediately following the Executive shall be defined as Termination Date (the Executive's base rate of compensation “Severance Period”) in accordance with Bioventus’ regular payroll practices in effect as of the Date Termination Date; (ii) one hundred percent (100%) of Terminationyour target Annual Bonus, but less applicable taxes and withholdings, payable in no event less than equal installments over the Executive's base rate of compensation Severance Period in accordance with Bioventus’ regular payroll practices in effect as of the end of Termination Date; (iii) if you timely elect continued coverage under federal COBRA laws or comparable state insurance laws (“COBRA”), then Bioventus shall pay the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health necessary to continue your medical and dental insurance coverage in effect for yourself and your eligible dependents during the shorter Severance Period (provided that such COBRA reimbursement shall terminate on such earlier date as you are no longer eligible for COBRA coverage or you become eligible for group health insurance benefits through a new employer). b. If, during the two-year period immediately following a Change in Control, Bioventus terminates your employment without Cause (other than as a result of your death or disability) or you terminate your employment for Good Reason, then, subject to Section 6(c) and Section 7, you shall receive the following: following severance benefits (the “CIC Severance Benefits”): (i) 12 eighteen (18) months of your Annual Base Salary in effect on the Termination Date, less applicable taxes and withholdings, payable in a lump sum payment on the first payroll date on or following the 60th day after the Termination Date of Termination(the “CIC Severance Payment Date”); (ii) until one hundred fifty percent (150%) of your target Annual Bonus, less applicable taxes and withholdings, payable in a lump sum on the Executive no longer has coverage under COBRACIC Severance Payment Date; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and lump sum payment equal to eighteen (d18) Outplacement services that are customary to Executive's position. Subject to the delivery months of COBRA premium payments (determined as of the executed Release by ExecutiveTerminate Date) for your medical and dental insurance coverage in effect for yourself and your eligible dependents as of the Termination Date, less applicable taxes and withholding, payable on the severance benefits described in subparagraphs CIC Severance Payment Date; and (iv) full acceleration of all of your outstanding equity awards as of the Termination Date. c. Your receipt of the Severance Benefits or CIC Severance Benefits, as applicable, is conditional upon (a) your continuing to comply with your obligations under your Restrictive Covenant Agreement; and (b) above shall be paid your executing and delivering an effective, general release of all known and unknown claims in cash or good funds favor of Bioventus, in equal monthly installments during Bioventus’ customary form (a “Release”) within 45 days following the period that Termination Date (and not revoking the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. Release). d. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement shall supersede in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the their entirety any severance payment or benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds obligations to you pursuant to the Executive provisions in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreementany severance plan, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objectionpolicy, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof program or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated other arrangement maintained by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall ceaseBioventus.

Severance Benefits. If during (A) In the term of this Agreement event that the Executive leaves experiences an Involuntary Termination, the employment of the Companies for Good Reason, as explained in Section 4 of this Agreement, and Employer shall provide the Executive signs (or the release (the "Release"Executive's representative) that is attached to and incorporated in this Agreement, the Executive shall receive with the following benefits (the "Severance Benefits"):: (a) An The Executive's "Accrued Benefits," which include accrued but unpaid Base Salary (based upon the annual rate in effect on the date of employment termination) through the date of termination (payable in accordance with the Employer's normal payroll practice); business expenses incurred but not paid prior to the date of termination in accordance with the Employer's expense reimbursement policy; accrued but unused vacation through the date of termination; and other benefits mandated under the terms of any of the Employer's employee plans or programs; (b) A lump sum cash severance payment in an amount equal to the Executive's target annual base salary. The "annual base salary" of bonus for the Executive shall be defined as Plan Year in which the Executive's base rate employment terminates multiplied by a fraction, the numerator of compensation which equals the number of calendar days the Executive was employed by the Employer for the Plan Year in effect as of the Date of Termination, but in no event less than which the Executive's base rate employment terminates and the denominator of compensation in effect as of which is 365 (the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or"Pro-Rated Severance Payment"), if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of payable within 30 days following the date the stock was awarded of termination, subject to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the ExecutiveSection 3.6; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in A lump sum by cash severance payment (the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined"Salary and Bonus Payment") to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of (i) two times the amounts Executive's annual rate of Base Salary (using the greater of Base Salary in effect on the Effective Date or on the date of the Executive’s termination of employment), and (ii) two times the Executive's target annual bonus for the Plan Year in which the Executive's employment is terminated, payable within thirty (30) days following the date of termination, subject to Section 3.6; (d) Any unpaid bonus earned in any year prior to the Executive thereunder year in which the Executive's employment terminates; (e) The Salary and Bonus Payment will not be deemed compensation for purposes of any Retirement Benefit Plan, provided that the "Escrow Funds"Salary and Bonus Payment will be deemed compensation for purposes of any tax-qualified Retirement Benefit Plan only to the extent permitted by the terms of such Retirement Benefit Plan and by applicable provisions of the Code; and (f) with SouthTrust Bank The Employer shall pay the Executive's COBRA premiums (or another financial institution with total assets an amount equal to the Executive's COBRA premiums) (sufficient to cover full family health care, if the Executive qualifies for and elects that coverage) for a period of more than $1,000,000,000eighteen (18) as escrow agent (months following termination of the "Escrow Agent")Executive's employment, if the Executive elects such COBRA coverage and, at the end of such period, if the Executive is eligible and elects to enroll in the Employer's retiree medical plan, if any, the Employer shall pay the Executive's premiums for such coverage for a period of six months. The Escrow Funds Employer's obligation to pay the COBRA and retiree medical insurance premiums described in the preceding sentence will cease on the date the Executive becomes covered by another group health plan that does not impose pre-existing condition limitations on the Executive's coverage. Nothing in this Section 3.3(f) shall be construed to extend the property of the Companies and shall period over which COBRA continuation coverage must be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree provided to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to Executive's dependents beyond that mandated by law. (B) In the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The event that the Executive experiences an Involuntary Termination during the Change in Control Period, the Executive shall be entitled to the following receive, in addition to and not in limitation of the Severance Benefits: (iBenefits described in Section 3.3(A) accrued and unpaid base salary as of above, a pro-rated amount, in cash, equal to the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits Executive’s target equity award under the Companies' employee benefit plans LTIP, stated as a percentage of Base Salary, for the Plan Year in which the Executive’s employment terminates or, if greater, for the Plan Year immediately preceding the Plan Year in which the Change in Control occurs, multiplied by a fraction, the numerator of which is the number of calendar days the Executive was a participant on Date employed by the Employer for the Plan Year in which the Executive’s employment terminates and the denominator of Terminationwhich is 365, which vested benefits shall be paid payable within thirty (30) days following the later of the Executive's date of termination or provided for the Change in accordance with the terms of said employee benefit plansControl, subject to Section 3.6. The Executive shall not be entitled to receive term "Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided Benefits" includes any benefits payable under this Agreement shall ceaseSection 3.3(B).

Severance Benefits. If In the event that you separate from service during the term Term of this Agreement following a Change of Control, unless your separation from service is (i) because of your death, Disability, or Retirement; (ii) a termination by the Executive leaves the employment of the Companies Company for Cause; or (iii) a termination by you other than for Good Reason, as explained you shall receive, in Section 4 addition to your Accrued Benefits, the Severance Benefits. For purposes of this Agreement, and the Executive signs the release (the "Release") that is attached to and incorporated in this Agreement, the Executive shall receive the following benefits (the "your “Severance Benefits"):” shall include the following: (ai) Your annual base salary at the rate in effect immediately prior to the Change of Control of the Company or, if greater, at the rate in effect at the time Notice of Termination is given, or on the Date of Termination if no Notice of Termination is required, multiplied by two (2); (ii) An amount equal to two (2) times the Executive's annual base salary. The "annual base salary" greatest of (A) the highest of your Earned Bonus Amounts for the three (3) years immediately preceding the Year of Termination or (B) your target bonus under the Bonus Plan for the Year of Termination or (C) your Earned Bonus Amount for the Year of Termination, calculated as if the Date of Termination were the end of that year for purposes of the Executive shall be defined as the Executive's base rate of compensation in effect as of the Bonus Plan; (iii) For a two (2) -year period after your Date of Termination, the Company will arrange to provide to you the same group health care coverage you had prior to your Date of Termination, at the Company’s expense, which includes, but is not limited to, hospital, surgical, medical, dental, and dependent coverages, provided you timely apply and you and your dependents remain eligible for the coverage, and provided further that such continued coverage does not result in no event less than adverse tax or monetary penalties to the Executive's Company (or other applicable adverse effects to the Company based on coverage discrimination rules then in effect). Nothing herein shall be construed to extend the period of time over which COBRA continuation coverage shall be provided to you or your dependents beyond that mandated by law (that is, the coverage under this Section 4(b)(iii) will be concurrent with, and not consecutive to, the coverage period mandated by law). Health care benefits otherwise receivable by you pursuant to this Section 4(b)(iii) shall be discontinued to the extent comparable benefits are actually received by you from a subsequent employer (including an employer of your spouse) during the two (2) -year period following your Date of Termination, and any such benefits actually received by you shall be reported to the Company. To the extent the provision of health care benefits receivable by you pursuant to this Section 4(b)(iii) extends beyond the COBRA continuation period, such benefits will be provided in accordance with the requirements of Code Section 409A and Treasury Regulation §1.409A-3(i)(1)(iv) (or any similar or successor provisions); (iv) For a two (2) -year period after your Date of Termination, the Company will arrange to provide to you, at the Company’s expense, life insurance coverage in the amount of two (2) times your base rate of compensation salary in effect as at your Date of Termination and, at the end of the last calendar quarter preceding two (2)-year period, for the remainder of your life the Company will provide to you life insurance coverage in the amount of your base salary in effect at your Date of Termination provided that such coverage will be provided in accordance with the requirements of Code Section 409A and Treasury Regulation §1.409A-3(i)(1)(iv) (or any similar or successor provisions; (v) Each stock option that you have been granted by the Company and that is not yet vested shall become immediately vested and exercisable and shall continue to be exercisable for the lesser of (A) two (2) years following your Date of Termination or (B) the time remaining until the originally designated expiration date, unless a longer exercise period is provided for in the applicable plan or award agreement; (vi) Any contractual restrictions placed on shares of restricted stock or other equity-based compensation awards that you have been awarded pursuant to the Company’s 2002 Stock Compensation Plan, as amended, and any similar or successor equity compensation plan adopted or maintained by the Company, shall lapse as of your Date of Termination; (bvii) An In the event that a Change of Control occurs and payments are made under this Section 4(b), and a final determination is made by legislation, regulation, ruling, or court decision directed to you or the Company that the aggregate amount equal of any payments made to the average annual incentive award(s) you under this Agreement and any other agreement, plan, program, or bonus(es) paid to Executive in each policy of the three complete calendar years prior to Company in connection with, on account of, or as a result of, such Change of Control (the Date of Termination (but not including in such average calendar year 2000“Total Payments”) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall will be subject to termination an excise tax under the provisions of Code Section 7 hereof in 4999, or any successor section thereof (“Excise Tax”), the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits Total Payments shall be accelerated reduced (beginning with those amounts that are exempt from Code Section 409A and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold then from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Code Section 7 of this Agreement409A, beginning with the Escrow Agent shall distribute amounts scheduled to be paid furthest from the balance first date of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless Total Payments) so that the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the maximum amount of the Severance Benefits provided under Total Payments (after reduction) shall be one dollar ($1.00) less than the Agreement by seeking employment or otherwiseamount that would cause the Total Payments to be subject to the Excise Tax; provided, however, that the Executive Total Payments shall only be reduced to the extent that the after-tax value of amounts received by you after application of the above reduction would exceed the after-tax value of the Total Payments received without application of such reduction. For this purpose, the after-tax value of an amount shall be determined taking into account all federal, state, and local income, employment, and excise taxes applicable to such amount. In making any determination as to whether the Total Payments would be subject to an Excise Tax, consideration shall be given to whether any portion of the Total Payments could reasonably be considered, based on the relevant facts and circumstances, to be reasonable compensation for services rendered (whether before or after the consummation of the applicable Change of Control). (A) In the event that upon any audit by the Internal Revenue Service, or by a state or local taxing authority, of the Total Payments, a change is formally determined to be required in the amount of taxes paid by, or Total Payments made to, you, appropriate adjustments will be made under this Agreement such that the net amount that is payable to you after taking into account the provisions of Code Section 4999 will reflect the intent of the parties as expressed in this Section 4(b)(vii). You shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require payment of an Excise Tax or an additional Excise Tax on the Total Payments (a “Claim”). Such notification shall be given as soon as practicable but no later than ten (10) business days after you are informed in writing of such Claim and shall apprise the Company of the nature of such Claim and the date on which such Claim is requested to be paid. You shall not pay such Claim prior to the expiration of the thirty (30)-calendar day period following the date on which you give such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such Claim is due). If the Company notifies you in writing prior to the expiration of such period that it desires to contest such Claim, you shall: (1) give the Company any information reasonably requested by the Company relating to such Claim, (2) take such action in connection with contesting such Claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such Claim by an attorney reasonably selected by the Company, (3) cooperate with the Company in good faith in order to contest effectively such Claim, and (4) permit the Company to participate in any proceedings relating to such Claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold you harmless, on an after-tax basis, for any Excise Tax, additional Excise Tax, or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this paragraph, the Company, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such Claim and may, at its sole option, either direct you to pay the tax claimed and ▇▇▇ for a refund or contest the Claim in any permissible manner, and you agree to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine, provided, however, that if the Company directs you to pay such Claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to you on an interest-free basis or, if such an advance is not permissible under applicable law, pay the amount of such payment to you as additional compensation, and shall indemnify and hold you harmless, on an after-tax basis, from any Excise Tax, additional Excise Tax, or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or additional compensation; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of you with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Company shall reimburse any fees and expenses provided for under this Section 4(b)(vii) on or before the last day of your taxable year following the taxable year in which the fee or expense was incurred, and in accordance with the other requirements of Code Section 409A and Treasury Regulation § 1.409A-3(i)(1)(v) (or any similar or successor provisions). (B) If, after your receipt of an amount advanced or paid by the Company pursuant to the immediately preceding paragraph, you become entitled to receive any refund with respect to such Claim, you shall (subject to the Company’s compliance with the requirements of the immediately preceding paragraph) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after your receipt of an amount advanced by the Company pursuant to the immediately preceding paragraph, a determination is made that you shall not be entitled to any refund with respect to such Claim and the Company does not notify you in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) calendar days after such determination, then such advance shall be forgiven and shall not be required to notify be repaid. (viii) To the Companies if full extent permitted by law, the Executive becomes Company shall indemnify you (including the advancement of expenses) for any judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees, incurred by you in connection with the defense of any lawsuit or other claim to which you are made a party by reason of being or having been an officer, director or employee of the Company or any of its subsidiaries. In addition, you will be covered by director and officer liability insurance to the maximum extent that such insurance maintained by the Company from time to time covers any officer or director (or former officer or director) of the Company. Any costs and expenses that are to be paid or reimbursed pursuant to the preceding provisions of this Section 4(b)(viii) shall be reimbursed in accordance with the requirements of Code Section 409A and Treasury Regulation §1.409A-3(i)(1)(iv) (or any similar or successor provisions). (ix) The Company will pay the expense of outplacement services from a health provider reasonably selected by you and acceptable to the Company, up to a maximum of $35,000. Such outplacement services must be incurred by you no later than the first anniversary of your separation from service. (x) To the extent that you prevail in any contest or dental care program providing substantially similar coveragedispute with respect to any interpretation, at which time health enforcement or dental care continuation coverage provided defense of your rights under this Agreement by litigation or otherwise, the Company shall ceasepay to you or reimburse you for all legal fees and expenses incurred by you as a result of such contest or dispute (including all such fees and expenses, if any, incurred in contesting or disputing any separation from service or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Code Section 4999 to any payment or benefit provided hereunder, as described in Section 4(b)(vii) above), provided that such fees and expenses that are to be paid or reimbursed pursuant to the preceding provisions of this Section 4(b)(x) shall be reimbursed in accordance with the requirements of Code Section 409A and Treasury Regulation §1.409A-3(i)(1)(iv) (or any similar or successor provisions); and (xi) Subject to Sections 4(e) and 4(f) and except as otherwise provided in this Agreement, the payments provided in Sections 4(b)(i) and (ii) shall be made in a lump sum cash payment as soon as administratively practicable (but in no event more than thirty (30) calendar days) following your separation from service. If the total amount of annual bonus is not determinable on that date, the Company shall pay the amount of bonus that is determinable and the remainder shall be paid in a lump sum cash payment at the time such bonuses are paid generally and in all events no later the two and one-half (2½) months following the end of the calendar year in which the bonus is earned.

Severance Benefits. If during In the term event of this Agreement Officer’s Termination Without Cause or Termination For Good Reason prior to the Executive leaves Retention Date, in addition to receiving the employment of the Companies for Good Reason, as explained in Section 4 of this Agreement, Earned Compensation and the Executive signs the release (the "Release") that is attached to and incorporated in this AgreementRetention Award, the Executive Officer shall receive a severance benefit equal to the following benefits (the "Severance Benefits"): greater of (a) An amount equal to the Executive's annual base salary. The "annual base salary" of the Executive shall be defined as the Executive's base rate of compensation in effect as of the Date of Terminationnine months Base Salary, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years based on Officer’s Base Salary just prior to the Date of Termination termination (but not including excluding any decreases in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months Base Salary after the Effective Date of Termination; (ii) until the Executive no longer has coverage that would give rise to Good Reason under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (aSection 7.2(a)) and (b) above two weeks Base Salary, based on Officer’s Base Salary just prior to termination (but excluding any decreases in Base Salary after the Effective Date that would give rise to Good Reason under Section 7.2(a)), for each year of employment with Umpqua (any such benefits, the “Severance Benefits”), subject to the execution and effectiveness of a release of claims (substantially in the form attached hereto as Exhibit A) within 55 days following the date of termination and forfeiture of any unpaid Severance Benefits in the event of non-compliance (other than non-compliance that is insubstantial and not willful) with the restrictive covenants set forth in Sections 11, 12, 13 or 14 of this Agreement. Subject to any delay as contemplated by Section 10.3, the Severance Benefits shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as over the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive of continued Base Salary, starting on the first day of each calendar month in next regular payday following the Restricted Period together with accrued and undistributed earnings on date the Escrow Fundsrelease becomes effective. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and Officer shall not be required to mitigate the amount of the Severance Benefits provided any compensation payable under the Agreement this Section 9 (whether by seeking new employment or otherwise; provided) and such compensation shall not be reduced by earnings that Officer may receive from any other source. Notwithstanding the foregoing, howeverin the event that Umpqua’s similarly situated officers as a group are offered more favorable severance terms (excluding severance terms related to a merger of Umpqua, that sale of Umpqua or similar change in control event), subject to Officer’s consent, the Executive severance terms provided to Officer shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall ceaseamended accordingly.

Severance Benefits. If during the term of this Agreement the Executive leaves the employment of the Companies for Good Reason, as explained in Section 4 of this Agreement, and the Executive signs the release (the "Release") that is attached to and incorporated in this Agreement, the Executive shall receive the following benefits (the "Severance Benefits"): (a) An amount equal to In the Executive's annual base salary. The "annual base salary" event of a termination of your employment by the Executive shall be Company without Cause or by you for Good Reason (each as defined as the Executive's base rate of compensation in effect as of the Date of Terminationbelow), but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorterthen, in each addition to any other accrued amounts payable to you through the date of the complete calendar years during the Executive's entire period termination of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of your employment, (i) amount of cash awards or bonuses, plus (ii1) the value of stock awards, Company will pay you a lump-sum severance payment (the “Severance Payment”) in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of (x) your annual base salary as in effect on the date of termination for the Severance Term, as defined below, and (y) any unpaid bonus through the date of your termination (any such bonus shall be presumed to have been earned, and any bonus that is paid on a quarterly basis or annual basis shall be paid on pro rata basis for the number of days through the date of your termination for the applicable period), and (2) provided that you properly elect COBRA continuation coverage, the Company will pay the COBRA premium for health care coverage for you and your spouse and covered dependents, as applicable and to the extent eligible (the “COBRA Benefits”), for the Severance Term immediately following the date of termination of your employment. In addition, each of your then outstanding equity awards, immediately prior to the effective time of the termination of your employment, will become vested and exercisable with respect to that number of additional shares that would have become vested during the Severance Term immediately following the date of such termination had you remained employed by the Company through such period. The Company shall also reimburse you for all reasonable, documented costs associated with your relocation of your family back to France, so long as such relocation occurs within twelve (12) months following the date of termination. (b) In the event a Change in Control occurs during the Term and (a) you are not offered continued employment by the acquiring company and in connection therewith you are terminated without Cause or you terminated your employment for Good Reason, or (b) you are offered continuing employment, but you are terminated without Cause or you terminate your employment for Good Reason, in either event, within twelve (12) months following such Change in Control event, then, in addition to any other accrued amounts payable to you through the Executive thereunder date of termination of your employment, (1) the Company will pay you a lump-sum severance payment (the "Escrow Funds"“Severance Payment”) with SouthTrust Bank in an amount equal to the sum of (or another financial institution with total assets x) your annual base salary as in effect on the date of more than $1,000,000,000termination for the Severance Term, as defined below, (y) as escrow agent any unpaid bonus through the date of your termination (the "Escrow Agent"). The Escrow Funds any such bonus shall be the property of the Companies presumed to have been earned, and any bonus that is paid on a quarterly basis or annual basis shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account paid on pro rata basis for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in days through the Restricted Period date of your termination for the applicable period), and (as defined in Section 7 hereof). The monthly installments shall be distributed to z) two hundred percent (200%) of your target annual bonus for the Executive on the first day fiscal year of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to in which such termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generallyoccurs; and (iii2) provided that you properly elect COBRA continuation coverage, the Company will pay the COBRA premium for health care coverage for you and your spouse and covered dependents, as applicable and to the extent eligible (the “COBRA Benefits”), for the Severance Term immediately following the date of termination of your employment. In addition, each of your then outstanding equity awards, immediately prior to the effective time of the termination of your employment, will become fully vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Terminationand exercisable. Except as set forth above, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive you shall not be entitled to receive any Severance Benefits if Payment, COBRA Benefits, or additional equity vesting in the event you are offered continued employment by the acquiring company following such Change in Control event with the Companies is terminated acquiring company assuming this Agreement, or entering into an agreement substantially similar to this Agreement. (c) Any Severance Payment, COBRA Benefits, vesting and/or any other benefits contemplated by reason this Section 6 are conditional on you (i) signing and returning to the Company a non-revocable general release of death claims providing for a release of Executiveall claims relating to your employment and/or this letter against the Company or its successor, retirement of Executive as permitted under its subsidiaries and parent company and their respective directors, officers and stockholders, in a retirement plan as then in effect for form satisfactory to the Companies, Company (the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives“Release”); or Disability of Executive provided that such Release becomes effective and irrevocable no later than sixty (herein defined); or by reason of 60) days following your termination of employment date or such earlier date required by the Executive without Good Reason Release (herein definedsuch deadline, the “Release Deadline”). If the Release does not become effective by the Release Deadline, you will forfeit any rights to any Severance Payment, COBRA Benefits, vesting and/or any other benefits under this Section 6 or elsewhere in this letter. Any Severance Payment under this letter will be paid on the first payroll date that occurs on or after the date the Release becomes effective; but in any event will be paid no later than March 15th of the year following the year in which your employment was terminated. Any payments or by reason benefits under this letter that would be considered deferred compensation under Section 409A will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following your termination of employment; provided that if you are deemed at the time of your termination of employment by to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Companies with Cause (herein defined). The Executive shall be Code, to the extent delayed commencement of any portion of the benefits to which you are entitled under no duty or obligation this letter is required in order to seek or accept other employment and avoid an additional tax under Section 409A(a)(1)(B) of the Code, such portion of your benefits shall not be required provided to mitigate you prior to the amount earlier of (a) the expiration of the six-month period measured from the date of your termination of employment, (b) the date of your death, or (c) such earlier date that will avoid the imposition of the additional tax under Section 409A(a)(1)(B). Upon the expiration of the applicable six-month period pursuant to Code Section 409A(a)(2)(B)(i), all payments deferred pursuant to this Section 6 shall be paid in a lump sum to you. (d) In the event of a termination of your employment due to your Disability or death, each of your then outstanding equity awards will become fully vested and exercisable immediately prior to the date of your Disability or death. In addition, the Company will pay the COBRA premium for health care coverage for you (in the event of your Disability), your spouse and covered dependents, as applicable and to the extent eligible (the “COBRA Benefits”), for the Severance Term immediately following the date of your termination. In no event shall you or your estate or beneficiaries be entitled to any of the Severance Benefits provided under Payments set forth in this Section 6 other than as set forth in this Section 6(d). (e) In no event shall you be entitled to any benefits set forth in this Section 6 in the Agreement event of a termination of your employment by seeking employment the Company with Cause or otherwise; providedby you for no Good Reason, however, that the Executive and you shall be entitled solely to your compensation and other benefits accrued as of the date of your termination. (f) You agree that upon termination of your employment for any reason, your membership on the Board, the board of directors of any of the Company’s affiliates, any committees of the Board, any committees of the board of directors of any of the Company’s affiliates, and any and all offices held, if applicable, shall be automatically terminated. You agree to cooperate with the Company and execute any documents reasonably required by the Company or competent authorities to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under effect this Agreement shall ceaseprovision. (g) For purposes of this letter:

Severance Benefits. If during the term of this Agreement the Executive leaves the employment of the Companies for Good Reason, as explained in Section 4 of this Agreement, and the Executive signs the release (the "Release") that is attached to and incorporated in this Agreement, the Executive shall receive the following benefits (the "Severance Benefits"): (a) An amount If you (i) do not resign and are not terminated by the Company for Cause on or before March 28, 2025; and (ii) comply with this Agreement and not breach your Continuing Obligations, the Company will provide you with the following “Severance Benefits”: i. The Company shall pay you severance of twelve (12) months of your annualized Base Salary rate of $410,000 (the “Severance Pay”). The Company shall pay you Severance Pay as salary continuation in substantially equal monthly installments on its regular payroll dates applicable to your position with the Company, beginning with the first such payroll date after the Separation Date. ii. Subject to your timely election of COBRA rights, and if you remain eligible for benefit continuation under COBRA, the Company will pay the regular employer portion of your applicable health, vision and/or dental premiums to the Executive's annual base salary. The "annual base salary" same extent as if you had remained employed with the Company, until the earliest of (i) the twelve (12) month anniversary of the Executive shall Separation Date (ii) the date upon which you become covered under a comparable group plan for such applicable coverage or (iii) the date that you otherwise become ineligible under COBRA (the “Benefit Continuation Period”). During this Benefit Continuation Period, you will still be defined responsible for the active employee portion (as the Executive's base rate of compensation in effect as on the Separation Date) of any premiums for these plans and the Date of Termination, but in no event less than 2% COBRA administration fee (this fee is based on the Executive's base rate of compensation in effect as of total premium). At the end of your Benefit Continuation Period, you and/or your beneficiaries may continue your health and/or dental insurance for the last calendar quarter preceding remainder of the COBRA period at your own expense, to the extent you and they remain eligible. You agree to inform the Company promptly upon your eligibility for group health insurance from a subsequent employer, and you agree to respond promptly to the Company’s COBRA-related inquiries. iii. Notwithstanding anything to the contrary in the Equity Documents the Company shall accelerate the vesting of the portion of your Company RSUs that would have vested had you remained employed by the Company until the twelve (12) month anniversary of the Separation Date of Termination;(the “Accelerated RSUs”), effective on the Separation Date. Other than the Accelerated RSUs, all other unvested stock options, RSUs and PSUs shall expire, be forfeited and become null and void on the Separation Date. Your stock options, RSUs (including without limitation the Accelerated RSUs) and (if applicable) PSUs shall otherwise remain subject to the Equity Documents in all respects. (b) An amount equal to You agree that the average annual incentive award(s) or bonus(es) paid to Executive above Severance Benefits are in each excess of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies those for the account of which are eligible under the Executive as performance based Agreement, and you hereby waive any right to severance benefits or other compensation (whether or not deferred) during the applicable year. The value of stock awarded to and benefits under the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive;Agreement. (c) Payment To avoid doubt, if, prior to the Anticipated Separation Date, the Company terminates your employment without Cause (defined below) (which to avoid doubt, shall include your termination due to your death), the Company will provide you with the Severance Benefits, at the times and subject to the conditions described in subsection (a) above. In the event of a termination due to your death, the Executive's monthly COBRA premiums for continued health and dental insurance coverage for Company will provide your estate with the shorter Severance Benefits, unless prohibited by law or the terms of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; andapplicable plans. (d) Outplacement services that are customary to Executive's position. Subject to To avoid doubt, if the delivery of Company terminates your employment for Cause, as defined below, or if you resign before the executed Release by ExecutiveAnticipated Separation Date, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a if you breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federalor your Continuing Obligations, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall you will not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of eligible for the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall cease.

Severance Benefits. If prior to June 30, 2009, your employment is terminated without Cause (as defined in the Offer Letter) or you resign for good reason (as defined in the Offer Letter), then you will be eligible to receive severance pay equal to 12 months of your base salary, notwithstanding any contrary provision in the Company’s Senior Executive Severance Plan. “Base salary” for this purposes will equal $262,000 (your annualized base salary as in effect prior to the modifications described in this letter). You will be able to receive this severance pay regardless whether you find other employment during the term that time and no amounts of replacement income will be set off. The Company will require any successor to assume its obligations in this Agreement the Executive leaves the employment letter or will remain obligated after any sale. In addition, you would also be eligible for up to 12 months of the Companies for Good Reason, as explained in Section 4 of this Agreementoutplacement assistance, and the Executive signs Company will pay the release (the "Release") that is attached to and incorporated in this Agreement, the Executive shall receive the following benefits (the "Severance Benefits"): (a) An amount equal to the Executive's annual base salary. The "annual base salary" of the Executive shall be defined as the Executive's base rate of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for regular employer portion toward continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executiveyou, the severance benefits described in subparagraphs (a) your spouse and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination dependent children under the provisions Company’s group health, dental and basic life insurance plans for up to 12 months. After that time, you must pay the entire cost of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of continuation coverage if you wish to continue coverage. To receive this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federalcontinuation coverage benefit, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent you must elect continuation coverage in accordance with the following provisionsdocuments you receive. At If you are not eligible for continuation coverage at the time of delivery termination or if you do not properly elect continuation coverage, you will not receive any payments in lieu of this subsidized continuation coverage. If you lose eligibility for COBRA or other continuation coverage, as described in the COBRA documents you will receive, the Company will stop paying its portion of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written documentpremiums for your continuation coverage. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds Due to the Executive reduction in the same number of equal monthly installments your base salary, a resignation by you prior to June 30, 2009, would generally qualify as the number of whole calendar months in the Restricted Period a good reason termination (as defined in Section 7 hereofthe Offer Letter). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; providedPlease note, however, that to satisfy the requirements of the Senior Executive shall Severance Plan and Internal Revenue Code section 409A, you must provide Capella with a 30-day notice of your intent to terminate for good reason, so if you wish to exercise such right, notice should be required given to notify Capella not later than May 31, 2009. If you provide such notice between May 27, 2009 and May 29, 2009 (last business day preceding May 31, 2009), the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverageCompany agrees that it will not terminate your employment prior to June 30, at which time health or dental care continuation coverage provided under this Agreement shall cease2009.

Severance Benefits. If during If, on the term of Separation Date, you sign the Separation Date Release attached hereto as Exhibit A, allow it to become effective, and comply with your obligations under this Agreement and the Executive leaves Separation Date Release, then the employment Company will provide you the following severance benefits: a. The Company will pay you, as severance, an amount equivalent to eight (8) months of your annual base salary as of the Companies for Good ReasonSeparation Date, subject to standard payroll deductions and withholdings, to be paid in a lump sum within ten (10) days after the Separation Date Release Effective Date (as defined therein). In the event your employment ends before July 31, 2018 because you obtain new employment prior to that date, then your severance payment will also include payment of the base salary you would have earned between the Separation Date and July 31, 2018 had you remained employed through that period. b. The Company will pay you, as explained in Section 4 of this Agreementseverance, and the Executive signs the release (the "Release") that is attached to and incorporated in this Agreement, the Executive shall receive the following benefits (the "Severance Benefits"): (a) An an amount equal to 25% of your 2018 target annual bonus, to be paid in a lump sum within ten (10) days after the Executive's annual base salary. The "annual base salary" Separation Date Release Effective Date (as defined therein). c. Provided that you timely elect continued coverage under COBRA, the Company shall reimburse you for the COBRA health insurance premiums (the “COBRA Payments”) necessary to continue your level of the Executive shall be defined as the Executive's base rate of compensation in effect health insurance coverage (including coverage for eligible dependents, if applicable) as of the Effective Date of Termination, but in no event less than through the Executive's base rate of compensation in effect as of period starting on the end of Drake ▇▇▇▇▇▇ Effective Date and ending on the last calendar quarter preceding the Date of Termination; (b) An amount equal earliest to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of occur of: (i) amount of cash awards or bonusesApril 31, plus 2019; (ii) the value of stock awards, in each case accrued by the Companies date you become eligible for the account of the Executive as performance based compensation group health insurance coverage through a new employer; or (whether or not deferrediii) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date you cease to be eligible for COBRA coverage for any reason (the stock was awarded “COBRA Payment Period”). You agree to promptly notify the Executive as annual incentive compensationCompany if you become eligible for group health insurance coverage through a new employer before May 1, 2019. You must timely pay your COBRA premiums, and then provide the Company with proof of same, to obtain reimbursement for your COBRA premiums under this Section 2.c. Notwithstanding the foregoing, if the Executive's actual total annual incentive awards or bonuses Company determines, in its sole discretion, that it cannot pay the COBRA Payments without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then at the end of each remaining month of the COBRA Payment Period, the Company instead shall be calculated excluding the value of options to purchase stock which may have been awarded pay you a fully taxable cash payment equal to the Executive;COBRA Payment amount the Company would have otherwise paid or reimbursed on your behalf, less applicable tax withholdings and deductions, which you may, but are not obligated to, use toward the cost of COBRA premiums. (c) Payment d. The Company will provide you with up to $7,000 of the Executive's monthly COBRA premiums executive outplacement services, through a provider of its choice, provided that you register for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement such services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs within thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall ceaseEffective Date.

Severance Benefits. If during the term of this Agreement the Executive leaves the employment of the Companies for Good Reason, as explained in Section 4 of this Agreement, and the Executive signs the release (the "Release") that is attached to and incorporated in this Agreement, the Executive shall receive the following benefits (the "Severance Benefits"): (a) An amount equal to the Executive's annual base salary. The "annual base salary" of the Executive shall be defined as the Executive's base rate of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, in the Executive's actual total annual incentive awards event that Sesen Bio terminates your employment without “Cause” or bonuses shall you resign with “Good Reason” (each term as defined below and in either case a “Qualifying Termination”), you will be calculated excluding eligible for the value of options to purchase stock which may have been awarded benefits outlined in sub- paragraphs A or B below (the “Severance Benefits”), subject to the Executive; terms set forth in this Letter Agreement: A. If a Qualifying Termination occurs: (ci) Sesen Bio will pay you severance in the form of continuation of your Base Salary for a total of 12 months (“Severance Period”), such amount to be paid in accordance with the Company’s then current payroll practices, except as otherwise specified in this Letter Agreement, beginning on the Company’s first regular payroll date that occurs after the Payment Date (as defined below), and (ii) subject to the terms and conditions provided for in COBRA, and subject to your timely election of COBRA and copayment of premium amounts at the Executive's monthly COBRA premiums active employee’s rate, the Company shall pay its then current share of premium payments for continued group health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date termination date through the earliest of Termination; (ii1) until your Severance Period as outlined above, (2) the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for date you become employed with benefits substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject comparable to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwisecorresponding Company plan, and (3) the date you become ineligible for COBRA benefits; provided, however, that such Company-paid premiums may be recorded as additional income pursuant to Section 6041 of the Executive Internal Revenue Code of 1986, as amended (the “Code”) and not entitled to any tax qualified treatment to the extent necessary to comply with or avoid the discriminatory treatment prohibited by the Patient Protection and Affordable Care Act of 2010 and the Health Care and Education Reconciliation Act of 2010 or Section 105(h) of the Code. You shall be required responsible for the entire COBRA premium should you elect to notify maintain this coverage after the Companies earliest of the dates specified in Sections 9.A.(ii)(1)-(3) above. B. If a Qualifying Termination occurs within twelve (12) months after a Change in Control Transaction (as defined below), then: (i) you will be eligible for the same severance payments and COBRA premium assistance as set forth in sections 9.A.i-A.ii above, subject to the same terms, conditions, and limitations as described therein; and (ii) the vesting of 100% of your then outstanding unvested equity grants shall be accelerated, such that all unvested equity grants vest and become fully exercisable or non-forfeitable as of the termination date for a period of 90 days following the termination date; after such 90-day period, all unvested equity grants will no longer be exercisable. For the sake of clarity, it shall not be a “Qualifying Termination” if the Executive becomes covered by you voluntarily resign without Good Reason, your employment terminates For Cause or your employment terminates because of your death or due to your suffering a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall ceaseDisability (as defined below).

Severance Benefits. If during In the term of this Agreement event that the Executive leaves the Company terminates your employment of the Companies without Cause (other than due to death or disability) or you resign your employment for Good ReasonReason (as defined below), in either case at such time that is not within the three months immediately preceding or twelve months immediately following the consummation of a Change in Control (as explained defined below), in Section 4 addition to the Accrued Obligations and provided you enter into, do not revoke and comply with the terms of this Agreement, a separation agreement in a form provided by the Company which shall include a general release of claims against the Company and the Executive signs the release related persons and entities (the "“Release"”) that is attached to and incorporated in this Agreement, the Executive shall receive Company will provide you with the following benefits (the "Severance Benefits"):termination benefits: (a) An amount equal to continuation of your Base Salary for the Executive's annual base salary. The "annual base salary" of the Executive shall be defined as the Executive's base rate of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to six month period following the Date of Termination (but not including in such average calendar year 2000the “Salary Continuation Payments”); and (b) orif elected, if shortercontinuation of group health plan benefits to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), in each with the cost of the complete calendar years during regular premium for such benefits shared in the Executive's entire period same relative proportion by the Company and you as in effect on the Date of employment with Termination until the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum earlier of (i) amount the date immediately following the expiration of cash awards or bonuses, plus the six-month severance period; and (ii) the value of stock awardsdate you become eligible for health benefits through another employer or otherwise become ineligible for COBRA. Notwithstanding the foregoing, if the Company determines, in each case accrued by its sole discretion, that the Companies Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay you a taxable cash amount, which payment shall be made regardless of whether you elect health care continuation coverage (the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer and shall be equal to the amount, and paid for the account same duration of time, that the Executive Company would have otherwise paid for your COBRA benefits as performance based compensation described above (whether or not deferred) during the applicable year. The value of stock awarded to the Executive which amount shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage premium for the shorter first month of the following: (icoverage). The Salary Continuation Payments under this Section 8(a) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid out in cash or good funds in equal monthly installments during accordance with the period that the covenants set forth in Section 7 shall be in effect Company’s payroll practice over six months commencing on the first day of the calendar month that occurs thirty (30) within 60 days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered 60-day period begins in one calendar year and ends in a second calendar year, the Salary Continuation Payments shall begin to be paid in the second ▇▇▇▇ ▇▇▇▇, M.D. July 15, 2014 calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement shall ceaseis intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

Severance Benefits. If during your employment with the term of this Agreement Employer is terminated by the Executive leaves the employment of the Companies Employer without Cause or you resign for Good Reason, as explained in Section 4 of this Agreement, and the Executive signs the release you will also become eligible to receive: (the "Release"i) that is attached to and incorporated in this Agreement, the Executive shall receive the following benefits (the "Severance Benefits"): (a) An an aggregate amount equal to the Executive's annual base salary. The "annual base salary" twelve (12) months of the Executive shall your Base Salary (collectively, “Severance Pay”), to be defined as the Executive's base rate of compensation paid in effect as of the Date of Termination, but equal installments in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment accordance with the Companies. The "annual incentive award(s) or bonus(es)" shall mean Employer’s regular payroll cycle and commencing on the sum first payroll date following the 60th day following your date of (i) amount of cash awards or bonusestermination, plus and (ii) if you or any of your eligible dependents elect continued coverage under the value medical plan or plans (including any dental, vision, prescription drug, or similar plan) offered to employees of stock awardsthe Employer pursuant to COBRA or any other applicable state law, then, the Employer shall pay your COBRA premiums for a twelve (12)-month period (the “Severance COBRA Period”) for the comparable level of coverage as you and your eligible dependents were receiving as of your termination date (collectively, “COBRA Benefits”), in each case accrued by subject to Required Withholding and to Sections 4.2, 4.4, 12 and 13. To the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the extent applicable year. The value of stock awarded and to the Executive extent permitted by law, any COBRA Benefits provided to you and/or your dependents shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensationconsidered part of, and not in addition to, any coverage required under COBRA. Notwithstanding the foregoing, if the Executive's actual total annual incentive awards Employer’s obligation to provide COBRA Benefits would result in the imposition of excise taxes on the Employer or bonuses shall be calculated excluding its Affiliates for failure to comply with the value nondiscrimination requirements of options to purchase stock which may have been awarded the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executiveextent applicable), the severance benefits described in subparagraphs (a) and (b) above Employer shall be paid in cash or good funds in equal monthly installments during discontinue the period that the covenants set forth in Section 7 COBRA Benefits, shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies instead pay to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the you a payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum employer portion of the amounts payable premium costs of health benefits provided to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies you and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account your dependents for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation remainder of the Severance Benefits: (i) accrued COBRA Period. Severance Pay does not entitle you to any other ongoing benefits from the Employer and unpaid base salary as you will not be an employee of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided Employer for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive any purpose during any period that you are receiving Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall ceasePay.

Severance Benefits. If during In the term event your employment with the Company is terminated for any reason, you will be entitled to all of your earned compensation and benefits or otherwise as required by law through the date of termination. For the avoidance of doubt, you shall not be entitled to any additional compensation or benefits (pursuant to this Agreement or otherwise) in the Executive leaves event your employment is terminated by the Company for Cause, due to your resignation without Good Reason, upon your death or upon your disability. If your employment terminates due to an Involuntary Termination (as defined below), you will be eligible to receive, without duplication, the additional compensation and benefits described in Section 6(a) and 6(b), as applicable. (a) Involuntary Termination other than in Connection with a Change in Control. If at any time (i) the Company terminates your employment without Cause (as defined below and other than as a result of your death or disability), or (ii) you resign for Good Reason (as defined below), and provided in any case such termination constitutes a “separation from service”, as defined under Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) (such termination described in (i) or (ii), an “Involuntary Termination”), you shall be entitled to receive the Companies following “Severance Benefits”, subject in all events to your compliance with Section 6(c) below: (i) You shall receive severance pay in the form of continuation of your base salary in effect (ignoring any decrease that forms the basis for your resignation for Good Reason, as explained in Section 4 if applicable) on the effective date of this Agreement, and your Involuntary Termination for the Executive signs the release first nine (9) months (the "Release"“Severance Period”) that is attached to and incorporated in this Agreement, after the Executive shall receive the following benefits (the "Severance Benefits"):date of such termination; and (a) An amount equal to the Executive's annual base salary. The "annual base salary" of the Executive shall be defined as the Executive's base rate of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) If you are eligible for and timely elect to continue your health insurance coverage under the value Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of stock awards1985 or the state equivalent (“COBRA”) following your termination date, in each case accrued by the Companies Company will pay the COBRA group health insurance premiums for you and your eligible dependents until the earliest of (A) the close of the Severance Period, (B) the expiration of your eligibility for the account of the Executive as performance based compensation continuation coverage under COBRA, or (whether or not deferredC) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by you under a Section 125 health care reimbursement plan under the stock was awarded to the Executive as annual incentive compensationU.S. Internal Revenue Code. Notwithstanding the foregoing, if at any time the Executive's actual total annual incentive awards Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or bonuses shall be calculated excluding penalties under applicable law (including, without limitation, Section 2716 of the value Public Health Service Act), then regardless of options to purchase stock which may have been awarded whether you elect continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay you on the last day of each remaining month of the Severance Period, a fully taxable cash payment equal to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: that month, subject to applicable tax withholdings (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executivesuch amount, the severance benefits described in subparagraphs (a) and (b) above “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in cash or good funds in equal monthly installments during on the period same schedule that the covenants set forth in Section 7 COBRA premiums would otherwise have been paid and shall be in effect commencing on equal to the first day amount that the Company would have otherwise paid for COBRA premiums, and shall be paid until the earlier of (i) expiration of the calendar month that occurs thirty Severance Period or (30ii) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof date you voluntarily enroll in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum a health insurance plan offered by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city another employer or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and entity. (b) hereof by depositing Involuntary Termination in escrow an amount equal Connection with a Change in Control. In the event that your Involuntary Termination occurs within the three (3) months prior to, or twelve (12) months following the consummation of a Change in Control and subject in all events to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds"your compliance with Section 6(c) with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be heldbelow, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive then you shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwiseabove in Section 6(a); provided, however, that the Executive “Severance Period” shall be required to notify the Companies if first twelve (12) months after the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall ceasedate of such Involuntary Termination.

Severance Benefits. If during the term of this Agreement the Executive leaves the employment of the Companies for Good Reason, as explained in Section 4 of this Agreement, you execute and the Executive signs the release (the "Release") that is attached to and incorporated in do not revoke this Agreement, the Executive shall receive Company will provide you with the following benefits (the "Severance Benefits"):: (a) An amount equal The Company will make severance payments to you in the Executive's annual form of continuation of your base salary. The "annual base salary" of the Executive shall be defined as the Executive's base rate of compensation salary in effect on the Separation Date for nine (9) months following the Separation Date. These payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s ordinary payroll dates, beginning with the first such date which occurs at least eight (8) business days following the “Effective Date” as of defined below, provided the Date of Termination, but in no event less than Company has received the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination;executed Agreement from you on or before that date. (b) An amount equal If you are eligible for and timely elect to continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or the state equivalent, the Company will reimburse you for the cost of COBRA premiums for you and your eligible dependents, if any, until the earlier of (A) nine (9) months from Separation Date, (B) the expiration of your eligibility for the continuation coverage under COBRA, or (C) such time as ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ July 30, 2021 you become employed by another employer or self-employed through which you are eligible for health insurance (thereafter, you will be responsible for all COBRA premium payments, if any). To receive this reimbursement, you will be required to remit timely payment to the average annual incentive award(s) or bonus(es) paid Company’s COBRA provider and present proof of payment within 10 days, and the Company will process the reimbursement to Executive you in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive;accordance its ordinary expense reimbursement practices. (c) Payment The Company will provide accelerated vesting of your Options (as defined below), according to the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter terms of the following: (i) 12 months after the Date Section 5 of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; andthis Agreement. (d) Outplacement services that are customary The Company will reimburse the reasonable and documented costs of an outplacement service used by you (up to Executive's position$6,000 per full or partial calendar year) for a period not to exceed one year following the Separation Date. Subject If you choose not to use such outplacement services, no compensation will be paid to you in lieu thereof. (e) The Company will offer you the delivery of Consulting Agreement attached as Exhibit A (the executed Release by Executive“Consulting Agreement”). If you execute the Consulting Agreement on the Separation Date, the you will begin your consulting relationship effective immediately. The Company is offering severance benefits described to you in subparagraphs (areliance on Treasury Regulation Section 1.409A-1(b)(9) and (bthe short term deferral exemption in Treasury Regulation Section 1.409A-1(b)(4). Any payments made in reliance on Treasury Regulation Section 1.409A-1(b)(4) above shall will be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in made not later than March 15, 2022. For purposes of Code Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies 409A, your right to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from receive any amounts payable installment payments under this Agreement all federal(whether severance payments, state, city reimbursements or other income and employment taxes that otherwise) shall be required. The Companies treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall at all times be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in considered a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall ceasedistinct payment.

Severance Benefits. If during the term of this Agreement the Executive leaves the employment of the Companies for Good Reason, as explained in Section 4 of this Agreement, and the Executive signs the release (the "Release") that is attached to and incorporated in this Agreement, the Executive shall receive the following benefits (the "Severance Benefits"): (a) An amount equal If you enter into, do not revoke and comply with this Agreement within the time frames specified below, you will be entitled to the Executive's following Severance Benefits: (i) the Company shall pay you nine months of your annual base salary. The "annual base salary" Base Salary in the form of salary continuation as set forth below; (ii) if you were participating in the Executive shall be defined as the Executive's base rate of compensation in effect as of Company’s group health plan immediately prior to the Date of TerminationTermination and you elect COBRA health continuation, but in no event less than then the Executive's base rate Company shall pay the employer portion of compensation in effect as the premiums for nine months or your COBRA health continuation period, whichever ends earlier (the “Employer Contribution Period”) and you authorize the deduction of the portion for which you are responsible from your salary continuation. You agree to notify the Company promptly if you become eligible for group medical care coverage through another employer. You may continue coverage for yourself and any beneficiaries after the end of the last calendar quarter preceding Employer Contribution Period at your own expense for the remainder of the COBRA continuation period; to the extent you and they remain eligible. Notwithstanding the foregoing, if the Company determines at any time that its payments pursuant to this paragraph may be taxable income to you, it may convert such payments to payroll payments directly to you on the Company’s regular payroll dates, which shall be subject to tax-related deductions and withholdings; (iii) 100% of all time-based equity awards held by you shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination; (iv) the period for exercising your vested equity shall be extended until the end of the nine-month period immediately following the Date of Termination; and (v) you will be eligible to participate in Company-paid outplacement services, the details of which will be provided to you under separate cover. The amounts payable under Section 1(a)(i) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine months commencing on the Company’s next regular payroll date after the Effective Date of this Agreement (as defined below); provided, if you miss a regular payroll date due to timing of the Effective Date of this Agreement, the Company’s initial payment to you shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination; provided further, if a Change in Control occurs during the nine-month period following the Date of Termination, (i) any amounts payable under Section 1(a)(i) but not yet paid to you shall be accelerated and paid as part of the CIC Payment referenced below in Section 1(b); and (ii) the Employer Contribution Period shall be extended until the twelve-month period following the Date of Termination or your COBRA health continuation period, whichever ends earlier. (b) An If you enter into, do not revoke, and comply with this Agreement within the time frames specified herein and a Change in Control occurs during the nine-month period following the Date of Termination, in addition to the Severance Benefits set forth in Section 1(a) above, the Company shall pay you amount equal to the average sum of (i) three months of your annual incentive award(s) or bonus(es) paid to Executive Base Salary in each of the three complete calendar years effect immediately prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed your Target Bonus multiplied by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Fundsa fraction, the Escrow Agent shall acknowledge receipt numerator of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as which is the number of whole days you were employed during the calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of year during which the Date of Termination; Termination occurs and the denominator of which is 365 (ii) accrued vacation and sick leavethe “CIC Payment”). If applicable, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits CIC Payment shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement you within ten (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount 10) days of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall ceaseChange in Control.

Severance Benefits. If during the term In consideration of your acceptance of this Agreement the Executive leaves the employment of the Companies for Good Reason, as explained and subject to your meeting in Section 4 of this Agreement, and the Executive signs the release (the "Release") that is attached to and incorporated in full your obligations under this Agreement, the Executive shall receive the following benefits EWC Change in Control and Severance Plan (the "“Severance Benefits"):Plan”) and your Continuing Obligations (as defined below) and in full consideration of any rights you may have under the Severance Plan, the Employment Agreement by and between you and the Company, dated July 1, 2016 (as amended, the “Employment Agreement”), and the Severance Waiver and Employment Agreement Amendment by and between you and the Company, dated March 3, 2023: (a) An The Company will pay you your salary, at your final base rate of pay (the “Severance Payments”), for a period of 18 months following the Separation Date (the “Severance Period”). Severance Payments will be paid in substantially equal installments in accordance with the Company’s regular payroll practices, beginning on the Company’s first regular payroll date following the date that this Agreement becomes fully effective and irrevocable. The first payment will be retroactive to the day following the Separation Date. (b) If you are enrolled in the Company’s group medical, dental and/or vision plans on the Separation Date, you may elect to continue your participation and that of your eligible dependents in those plans for a period of time pursuant to the federal law known as “COBRA” or similar applicable state law (together, “COBRA”). You may make such an election whether or not you accept this Agreement. However, if you accept this Agreement and you timely elect to continue your participation and that of your eligible dependents in such plans, the Company will pay you a monthly amount equal to the Executive's annual base salary. The "annual base salary" of monthly amount the Executive shall be defined Company contributed to group medical, dental and/or vision insurance premiums (as the Executive's base rate of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (bapplicable) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years for you and any eligible dependents immediately prior to the Separation Date of Termination (but not including in such average calendar year 2000) orthe “Monthly Premium Payment”), if shorter, in each of until the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum earlier of (i) amount the end of cash awards or bonuses18 months of COBRA coverage, plus (ii) the value of stock awardsdate you and your dependents are no longer entitled to coverage under COBRA or Company plans, in each case accrued by and (iii) the Companies for date on which you obtain health coverage from another employer (the account “COBRA Period”). Monthly Premium Payments will begin on the Company’s first regular payroll date following the first date of the Executive as performance based compensation (whether or not deferred) during month following the applicable yeardate that this Agreement becomes fully effective and irrevocable. The value of stock awarded first payment will be retroactive to the Executive shall be calculated based on day following the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensationSeparation Date. Notwithstanding the foregoing, in the Executive's actual total annual incentive awards event that the Company’s payment of the Monthly Premium Payments, as described in this Section would subject the Company to any tax or bonuses shall be calculated excluding penalty under Section 105(h) of the value Internal Revenue Code of options 1986, as amended, the Patient Protection and Affordable Care Act, as amended, any regulations or guidance issued thereunder, or any other applicable law, in each case, as determined by the Company, then you and the Company agree to purchase stock which may have been awarded work together in good faith to the Executive;restructure such benefit. (c) Payment You will be eligible to receive your bonus for fiscal year 2024, with the actual amount of any bonus to be determined by the Compensation Committee of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter Board of the following: (i) 12 months after the Date Directors of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder EWC (the "Escrow Funds"“Board”) with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies based on actual performance and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as prorated based on the number of whole calendar months in days you were employed by the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed Company during such fiscal year, which bonus, to the Executive extent earned based on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreementperformance, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall will be paid or provided at the same time as bonuses are paid to executives of EWC generally for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall ceasefiscal year 2024.

Severance Benefits. If during In the term of this Agreement event that the Executive leaves the Company terminates your employment of the Companies without Cause (other than due to death or disability) or you resign your employment for Good ReasonReason (as defined below), in either case at such time that is not within the three months immediately preceding or twelve months immediately following the consummation of a Change in Control (as explained defined below), in Section 4 addition to the Accrued Obligations and provided you enter into, do not revoke and comply with the terms of this Agreement, a separation agreement in a form provided by the Company which shall include a general release of claims against the Company and the Executive signs the release related persons and entities (the "“Release"”) that is attached to and incorporated in this Agreement, the Executive shall receive Company will provide you with the following benefits (the "Severance Benefits"):termination benefits: (a) An amount equal to continuation of your Base Salary for the Executive's annual base salary. The "annual base salary" of the Executive shall be defined as the Executive's base rate of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to six month period following the Date of Termination (but not including in such average calendar year 2000the “Salary Continuation Payments”); and (b) orif elected, if shortercontinuation of group health plan benefits to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), in each with the cost of the complete calendar years during regular premium for such benefits shared in the Executive's entire period same relative proportion by the Company and you as in effect on the Date of employment with Termination until the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum earlier of (i) amount the date immediately following the expiration of cash awards or bonuses, plus the six-month severance period; and (ii) the value of stock awardsdate you become eligible for health benefits through another employer or otherwise become ineligible for COBRA. Notwithstanding the foregoing, if the Company determines, in each case accrued by its sole discretion, that the Companies Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay you a taxable cash amount, which ▇▇▇▇ ▇▇▇▇▇▇▇▇ payment shall be made regardless of whether you elect health care continuation coverage (the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer and shall be equal to the amount, and paid for the account same duration of time, that the Executive Company would have otherwise paid for your COBRA benefits as performance based compensation described above (whether or not deferred) during the applicable year. The value of stock awarded to the Executive which amount shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage premium for the shorter first month of the following: (icoverage). The Salary Continuation Payments under this Section 8(a) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid out in cash or good funds in equal monthly installments during accordance with the period that the covenants set forth in Section 7 shall be in effect Company’s payroll practice over six months commencing on the first day of the calendar month that occurs thirty (30) within 60 days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered 60-day period begins in one calendar year and ends in a second calendar year, the Salary Continuation Payments shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement shall ceaseis intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

Severance Benefits. If during the term In consideration of your acceptance of this Agreement and subject to your meeting in full your obligations hereunder, including your obligation to execute a post-employment general release and waiver of claims in the Executive leaves form attached hereto as Exhibit A (the “Release”) and your Continuing Obligations (defined below), and in full consideration of any rights you may have under the employment offer letter agreement between you and the Company, which you signed on September 17, 2018, an executed copy of which is attached hereto as Exhibit B (the “Employment Agreement”): a) The Company will pay you your salary, at your final base rate of pay (the “Retention Payments”), for a period of three (3) months following the Separation Date (the “Severance Period”). Severance Payments will be made in the form of salary continuation, and will begin on the next regular Company payday which is at least five (5) business days following the later of the Companies effective date of the Release or the date it is received by the Company. The first payment will be retroactive to the day following the Separation Date. Such payments shall be made without regard to any other employment or source of income you may receive or be entitled to during the Severance Period. b) If you are enrolled in the Company’s group medical, dental and/or vision plans on the Separation Date, you may elect to continue your participation and that of your eligible dependents in those plans for Good Reasona period of time pursuant to the federal law known as “COBRA” or similar applicable state law (together, as explained in Section 4 of “COBRA”). You may make such an election whether or not you accept this Agreement. However, if you accept this Agreement and the Executive signs the release (the "Release") you timely elect to continue your participation and that is attached to and incorporated of your eligible dependents in this Agreementsuch plans, the Executive shall receive the following benefits (the "Severance Benefits"): (a) An Company will pay you a monthly amount equal to the Executive's annual base salary. The "annual base salary" of amount it contributes from time to time to group medical, dental and/or vision insurance premiums (as applicable) for its active employees (the Executive shall be defined as “Monthly Premium Payment”), until the Executive's base rate of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum earliest of (i) amount of cash awards or bonusesthe December 31, plus 2021, (ii) the value date you and your dependents are no longer entitled to coverage under COBRA or Company plans, or (iii) the date you become eligible to receive healthcare coverage from a subsequent employer (the “COBRA Period”). Monthly Premiums Payments will begin on the next regular Company payday which is at least five (5) business days following the later of stock awards, in each case accrued the effective date of this Agreement or the date it is received by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable yearCompany. The value of stock awarded first payment will be retroactive to the Executive shall be calculated based on day following the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensationSeparation Date. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the Company’s payment of such severance benefits shall be accelerated and payable the Monthly Premium Payments, as described in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are would subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights tax or penalty under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation Section 105(h) of the Severance Benefits: Internal Revenue Code of 1986, as amended (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies“Code”), the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); Patient Protection and Affordable Care Act, as amended, any regulations or Disability of Executive (herein defined); guidance issued thereunder, or by reason of termination of employment any other applicable law, in each case, as determined by the Executive without Good Reason (herein defined); or by reason of termination of employment by Company, then you and the Companies with Cause (herein defined). The Executive shall be under no duty or obligation Company agree to seek or accept other employment and shall not be required work together in good faith to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall ceaserestructure such benefit.

Severance Benefits. If during the term In consideration of your acceptance of this Agreement and subject to your meeting in full your obligations under it and under the Executive leaves the employment of the Companies for Good Reason, as explained in Section 4 of this Agreement, agreement between you and the Executive signs the release Company captioned Confidentiality/Non-Disclosure Agreement which you signed on June 26, 2001 (the "ReleaseConfidentiality Agreement") that ), a copy of which is attached to and incorporated in this Agreementattached, the Executive shall receive Company will provide you the following benefits severance pay and benefits: (a) The Company will pay you your salary, at your final base rate of pay, for the period of twelve months following the Separation Date (the "Severance BenefitsPay Period"): (a) An amount equal ). Payments will made in the form of salary continuation and will begin on the next regular Company payday which is at least five business days following the latest of Separation Date; the effective date of this Agreement or the date this Agreement executed by you is received by the Company. The first payment will be retroactive to the Executive's annual base salary. The "annual base salary" of day following the Executive shall be defined as the Executive's base rate of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination;Separation Date. (b) An amount equal If you were enrolled in the Company's medical and dental plans on the Separation Date, you may elect to continue your participation and that of your eligible dependents in those plans for a period of time under the average annual incentive award(s) or bonus(es) paid to Executive in each federal law known as "COBRA." If you do so by signing and returning the COBRA election form no later than the date you sign and return this Agreement, then, until the conclusion of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) Severance Pay Period or, if shorterearlier, in each until the date you become eligible for coverage under the health plan of another employer, the Company will contribute to the premium cost of your coverage and that of your eligible dependents under those plans the same amount that it contributes to the premium cost of coverage of active employees and their eligible dependents. To be eligible for these Company premium contributions, however, you must pay the remainder of the complete calendar years premium cost by payroll deduction. You agree to notify the Company immediately if you become eligible for coverage under the health plan of another employer during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued Severance Pay Period and to repay promptly any excess contributions made by the Companies Company. After the Company's contributions end, you may continue coverage for the account remainder of the Executive as performance based compensation (whether or not deferred) during COBRA period, if any, by paying the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive;full premium cost plus a small administrative fee. (c) Payment of On the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 effective date of this Agreement, the Escrow Agent shall distribute the balance Company will transfer ownership to you of the Escrow Funds IBM X22 ThinkPad laptop computer and accrued RIM Blackberry pager which it previously provided for your business use. You agree to provide to the Company an electronic copy of all documents related to the business of the Company and undistributed earnings thereon its Affiliates on the computer and pager and to ProAssurance unless return to the Escrow Agent receives Company any non-electronic documents or other records related to the business of the Company or its Affiliates in your possession; maintain such documents or records until the conclusion of any and all governmental investigations, litigations or regulatory or other proceedings in which you are named as a written notice party that have arisen relating to the exercise of objection your duties and responsibilities as an employee of the Company; and then permanently remove those documents from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, devices and destroy or return to the Escrow Agent shall hold Company any other documents or other records related to the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure business of the Executive Company or its Affiliates, without retaining any copies thereof in whatever form after the conclusion of such governmental investigations, litigations or regulatory or other proceedings. (d) The Company will pay the reasonable cost of services to you, up to an aggregate of $15,000, by an outplacement firm selected by the Company to deliver notice which you have no reasonable objection, such services to be provided from the Escrow Agent as herein provided shall not be a waiver effective date of any of their respective rights under this Agreement. The Executive shall be entitled to Agreement until the following in addition to and not in limitation earlier of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or date you accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking full-time employment or otherwise; provided, however, that the Executive shall be required to notify expiration of one year from the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall ceaseSeparation Date.

Severance Benefits. If during the term In consideration of your acceptance of this Agreement and subject to: (i) the Executive leaves the employment expiration of the Companies for Good Reason, seven (7) day revocation/rescission period as explained provided in Section 4 of this Agreement, paragraph 16 below; and the Executive signs the release (the "Release"ii) that is attached to and incorporated in full compliance with your obligations under this Agreement, the Executive shall receive Company will provide you or, in the event of your death, your estate, with the following benefits (the "Severance Benefits"):severance pay and benefits: (a) An amount equal The Company will continue to the Executive's annual pay you: (A) your base salary. The "annual base salary" of the Executive shall be defined as the Executive's base rate of compensation salary in effect as on the above date of this letter; and (B) reimbursement for any necessary business expenses properly incurred by you after the date of this letter through the Separation Date of Termination, but in no event less than connection with your continuing to perform the Executive's base rate of compensation responsibilities referred to in effect as of the end of the last calendar quarter preceding the Date of Termination;paragraph 1 above. (b) An amount equal The Company will provide severance pay for a period of twenty-four (24) months following the Separation Date (the “Severance Pay Period”) at your current base salary at a rate of Three Hundred Fourteen Thousand and No/100 Dollars ($314,000) per year. Payments of separation pay hereunder will be made in the form of salary continuation and will begin on the next regular Company payday following the Separation Date, and in no event later than sixty (60) days following the Separation Date. The first payment would be retroactive to the average annual incentive award(sday following the Separation Date. (c) If you are enrolled in the Company's medical and dental plans, subject to receipt of any required consent by any health maintenance organization, health insurance provider or bonus(es) paid dental insurance provider with which you are enrolled, the Company will continue to Executive in each of pay the three complete calendar years prior to premium for benefit coverage on the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of same basis as you are enrolled on the complete calendar years during date hereof through the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum earlier of (i) amount the expiration of cash awards twenty-four (24) months following the Separation Date; or bonuses, plus (ii) the value date you become eligible for coverage under the health plan of stock awards, in each case accrued by the Companies for the account another employer; (iii) loss of coverage due to your separation and failure of the Executive as performance based compensation (whether applicable health maintenance organization, health insurance provider or not deferred) during the applicable yeardental insurance provider to consent to continued coverage. The value Upon termination of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health medical and dental insurance coverage for the shorter of the following: benefits pursuant to clause (i) 12 months after the Date of Termination; or (ii) until above you may, at your own expense, elect to continue your participation and that of your eligible dependents in those plans for a period of time under the Executive no longer has federal law known as "COBRA." In the event that any required consent by any health maintenance organization, health insurance provider or dental insurance provider with which you are enrolled is denied, and you elect to continue participation under “COBRA”, then the Company will pay the premium for benefit coverage under COBRACOBRA on the same basis as you are enrolled on the date hereof through the earlier of (i) the expiration of twenty-four (24) months following the Separation Date; or (iiiii) until the Executive becomes date you become eligible for substantially similar coverage under a subsequent the health plan of another employer's group health plan; and, provided, however, that in the event that the Company determines that it is unable to continue any such participation, it shall pay the cost, on an after-tax basis, of comparable coverage. (d) Outplacement services that are customary to Executive's position. Subject to The Company will pay you the delivery variable incentive compensation for which you may be eligible and which is payable under the Entegris Incentive Plan for fiscal year 2015 at the levels as determined by the Management Compensation and Development Committee of the executed Release by Executive, the severance benefits described Company’s Board of Directors in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for its sole discretion in accordance with the terms of said employee benefit plansthe 2015 Entegris Incentive Plan. This variable incentive compensation, if any, will be paid to you in early 2016 at the same time as variable incentive compensation is paid under the Entegris Incentive Plan to other executives but in any event, such payment will be made no later than March 15, 2016. You will also be eligible to participate in the 2016 Entegris Incentive Plan on a pro rata basis through the Separation Date. (e) If you are enrolled in the Company's group life insurance plan on the Separation Date, subject to receipt of any required consent by any group life insurance provider, the Company shall pay the premium in order for you to continue your participation in the Company's group life insurance plan until the expiration of twenty-four (24) months following the Separation Date. In the event that the group life insurance provider refuses to so consent, then the Company shall provide you with reasonable assistance should you wish to convert such group policy into an individual policy. If you convert such policy, the Company will reimburse you for the premiums thereon for such twenty-four month period following the Separation Date. (f) All unvested portions of outstanding equity awards scheduled to vest prior to the Separation Date shall vest in accordance with the terms of the award. All other unvested portions of outstanding equity awards shall be cancelled as of the Separation Date and shall be of no further force or effect. In addition, you shall have a period of one (1) year following the Separation Date to exercise all stock options that are vested and outstanding as of the Separation Date or which vest in accordance with this paragraph 3(f), or until the date such stock options would have expired in the absence of a termination of employment, if earlier. (g) Your contributions and the Company’s matching contributions to the Entegris Inc. 401(k) Savings and Profit Sharing Plan (2012 Restatement) shall terminate as of the Separation Date. The balances in your accounts under the Entegris Inc. 401(k) Savings and Profit Sharing Plan (2012 Restatement) and in the Entegris, Inc. Supplemental Executive shall not Retirement Plan For Key Salaried Employees will be entitled paid out to receive Severance Benefits if employment you in accordance with the Companies is terminated by reason terms of death those plans and the requirements of Executivelaw. You acknowledge that, retirement of Executive as permitted pending such pay outs, such balances shall continue to be subject to investment risk in accordance with the investment choices under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, those plans that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall ceaseyou have selected.

Severance Benefits. If during Pursuant to the term of this Agreement the Executive leaves the employment of the Companies for Good Reason, as explained in Section 4 terms of this Agreement, Employee is receiving certain severance and the Executive signs the release (the "Release") that is attached other benefits to and incorporated which Employee would not otherwise be entitled. In exchange for promises by Employee in this Agreement, the Executive shall receive the following benefits (the "Severance Benefits"): (a) An amount equal including but not limited to a release of claims, restrictive covenants, and promise to cooperate post-termination, and provided that this Agreement is timely signed by Employee, returned to the Executive's annual base salary. The "annual base salary" of the Executive shall be defined Company, and not revoked as the Executive's base rate of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 16 of this Agreement, the Company shall be in effect commencing on provide the first day following consideration to Employee (collectively, the “Severance Benefits”): a. During calendar year 2024 (the “Severance Period”), the Company will pay Employee the total gross amount of $735,000 (the “Severance Payments”), less applicable taxes and withholdings. Provided Employee does not breach the terms of this Agreement or the Employment Agreement, [***]. b. Provided that Employee (i) timely and properly elects healthcare insurance continuation coverage under COBRA, (ii) timely pays the applicable COBRA premium directly to the COBRA administrator, and (iii) remits documentation of Employee’s payment of the calendar month that occurs applicable COBRA premium to ▇▇▇▇▇ ▇▇▇▇▇▇, VP Human Resources, [***], no later than thirty (30) days after Employee pays the Date of Termination; provided that applicable COBRA premium, then the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor Company will reimburse Employee within thirty (herein defined30) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account days thereafter for the benefit of premiums for Employee to continue healthcare insurance coverage at the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive level in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary effect as of the Termination Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which Company’s healthcare insurance plan (the Executive was a participant on Date of Termination, which vested benefits shall be paid “COBRA Reimbursement”) until the earlier of: (A) fifteen (15) months following the Separation Date; or provided for in accordance with (B) the terms of said employee benefit plans. The Executive shall not be entitled date Employee is no longer eligible to receive Severance Benefits if employment with COBRA continuation coverage. c. Effective on January 1, 2024, Employee’s unvested stock options and unvested RSUs granted under the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under Award Agreements that would have vested within the fifteen-month period following the Termination Date will immediately vest. Employee acknowledges and understands that he will receive a retirement plan as then in effect Form 1099 from the Company for the Companies, taxable income he will earn on the Executive having reached the age accelerated vesting of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall ceaseEmployee’s RSUs.

Severance Benefits. If during the term a. If, at any time, Bioventus terminates your employment without Cause (other than as a result of this Agreement the Executive leaves the your death or disability) or you terminate your employment of the Companies for Good Reason, as explained in then, subject to Section 4 of this Agreement7(c) and Section 8, and the Executive signs the release (the "Release") that is attached to and incorporated in this Agreement, the Executive you shall receive the following severance benefits (the "“Severance Benefits"): ”): (ai) An amount eighteen (18) months of your Annual Base Salary in effect on the effective date of termination (the “Termination Date”), less applicable taxes and withholdings, payable in equal to installments over the Executive's annual base salary. The "annual base salary" of 18-month period immediately following the Executive shall be defined as Termination Date (the Executive's base rate of compensation “Severance Period”) in accordance with Bioventus’ regular payroll practices in effect as of the Date Termination Date; (ii) 150% of Terminationyour target Annual Bonus, but less applicable taxes and withholdings, payable in no event less than equal installments over the Executive's base rate of compensation Severance Period in accordance with Bioventus’ regular payroll practices in effect as of the end of Termination Date; (iii) if you timely elect continued coverage under federal COBRA laws or comparable state insurance laws (“COBRA”), then Bioventus shall pay the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health necessary to continue your medical and dental insurance coverage in effect for yourself and your eligible dependents during the shorter Severance Period (provided that such COBRA reimbursement shall terminate on such earlier date as you are no longer eligible for COBRA coverage or you become eligible for group health insurance benefits through a new employer). b. If, during the two-year period immediately following a Change in Control, Bioventus terminates your employment without Cause (other than as a result of your death or disability) or you terminate your employment for Good Reason, then, subject to Section 7(c) and Section 8, you shall receive the following: following severance benefits (the “CIC Severance Benefits”): (i) 12 twenty-four (24) months of your Annual Base Salary in effect on the Termination Date, less applicable taxes and withholdings, payable in a lump sum payment on the first payroll date on or following the 60th day after the Termination Date of Termination(the “CIC Severance Payment Date”); (ii) until 200% of your target Annual Bonus, less applicable taxes and withholdings, payable in a lump sum on the Executive no longer has coverage under COBRACIC Severance Payment Date; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount payment equal to the sum twenty-four (24) months of the amounts payable to the Executive thereunder COBRA premium payments (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary determined as of the Date of Termination; (iiTerminate Date) accrued vacation for your medical and sick leave, if any, on Date of Termination dental insurance coverage in accordance with the then current policy effect for yourself and your eligible dependents as of the Companies with respect to terminated employees generallyTermination Date, less applicable taxes and withholding, payable on the CIC Severance Payment Date; and (iiiiv) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date full acceleration of Termination, which vested benefits shall be paid or provided for in accordance with the terms all of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive your outstanding equity awards as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall ceaseTermination Date.

Severance Benefits. If during In exchange for your executing and returning this Agreement in a timely fashion and abiding by its terms, the term Company will pay you a severance payment of one year of base salary for a total amount of $202,052 ("Severance Pay"). Severance Pay, less required withholdings and other deductions you previously authorized, will be paid in the manner described on page 4 of the enclosed SPD. Severance Pay will be adjusted or offset for payments under a change in control agreement you previously executed, if applicable. In addition, any payments to which you may be entitled under a change in control agreement will be adjusted or offset so that the combined total of payments you receive under this Agreement and under any change in control agreement shall not exceed the maximum of payments to which you would be entitled solely under the change in control agreement. The foregoing is not an admission by the Company that you are or may be entitled to payments under the change in control agreement. You acknowledge that you are not entitled to the Severance Pay described above except as consideration for your execution of this Agreement the Executive leaves the employment and that you must remain employed until your Severance Date to be eligible for Severance Pay. ______________ [Initials of the Companies for Good Reason, as explained in Section 4 Employee] Regardless of this Agreement, and the Executive signs the release (the "Release") that is attached to and incorporated in whether you sign this Agreement, the Executive shall receive Company will: - Pay you all accrued compensation (exclusive of equity compensation) that you have earned through your Severance Date (such accrued compensation includes amounts to which you are entitled under the following benefits Management Incentive Plan for 2003 (the "Severance BenefitsPlan"): ) and a Performance Share Award Agreement dated as of October 25, 2001 (the "Award Agreement"), provided, however, that (a) An you will be paid amounts , if any, due under the Plan and the Award Agreement at such time as the Company pays incentives generally to its officers for the 2003 fiscal year, and (b) you understand and agree that you will not be entitled to (and you expressly waive any rights you may have to) any payments under the Award Agreement for any performance period other than the 2002-2003 combined performance period; - Pay you the additional sum of $4,500 representing the market value (as of the date of this Agreement) of vested options you have to acquire 2,250 shares of common stock of the Company pursuant to a stock option certificate and agreement dated as of October 25, 2001 (the "Option Agreement"); - Pay you, within 30 days of the "Determination Date" (as defined below), an amount equal to the Executive's annual base salary. The "annual base salary" product of (a) the number of options under the Option Agreement, if any, that the Compensation Committee of the Executive shall be defined as the Executive's base rate Board of compensation in effect as Directors of the Date of Termination, but Company (the "Committee") determines have vested in no event less than the Executive's base rate of compensation in effect as light of the end financial results of the last calendar quarter preceding the Date of Termination; Company for 2003 and (b) An amount equal to the average annual incentive award(sclosing sale price (less $0.40) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each common stock of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based Company on the value of the stock American Stock Exchange as of the date the stock Committee makes such determination (the "Determination Date") or, if there is no such sale on the Determination Date, then the closing sale price (less $0.40) on the last previous day on which a sale was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoingreported; - Pay you, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment within 30 days of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by ExecutiveDetermination Date, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum product of (a) the number of shares of common stock, if any, that the Committee determines to award under the Award Agreement in light of the amounts payable financial results of the Company for 2003 and (b) the closing sale price of the common stock of the Company on the American Stock Exchange as of the Determination Date or, if there is no such sale on the Determination Date, then the closing sale price on the last previous day on which a sale was reported; - Pay you for any accrued but unused vacation time to which you are entitled as of your Severance Date; and - Provide you with information about your right to choose to take a distribution from the Executive thereunder Company's 401(k) plan. - Provide you (the "Escrow Funds"if eligible) with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent information about your right to continue health insurance coverage at your own expense in accordance with the following provisionsConsolidated Omnibus Budget Reconciliation Act ("COBRA"). At COVENANT NOT TO ▇▇▇ AND RELEASE. You represent that you have not, and you agree that you will not, file any claims, complaints, charges, or lawsuits against the Company or any of its divisions, subsidiaries, affiliates, predecessors, successors, or assigns, or any of their present or former officers, directors, employees, owners, or agents, or any of their benefit plans or trustees (hereinafter collectively referred to as the "Releasees") about anything that has occurred up to the time of delivery you execute this Agreement. In addition, in further consideration of the Escrow FundsSeverance Pay described above, you hereby agree to release and discharge the Escrow Agent shall acknowledge receipt Releasees from any and all claims, losses, expenses, liabilities, rights, and entitlements of every kind and description (collectively referred to as "Claims") you now have or have had, or may later claim to have had against them, whether currently known or unknown, arising out of anything that has occurred up to the time you execute this Agreement. You understand and agree that you will not be entitled hereafter to pursue any Claims arising out of any alleged violation of your rights, including but not limited to Claims for back pay, losses, or other damages to you or your property resulting from any alleged violation of municipal, county, state, or federal law, such as (but not limited to) Title VII of the Escrow Funds Civil Rights Act of 1964, 42 U.S.C. ss. 2000e ET SEQ. (prohibiting discrimination on account of race, color, sex, national origin, or religion); the Age Discrimination in Employment Act of 1967, 29 U.S.C. ss. 621 ET SEQ. (prohibiting discrimination on account of age); the Employee Retirement Income Security Act of 1974, as amended (ERISA), 29 U.S.C. ss. 1001 ET SEQ.; the Americans with Disabilities Act of 1990 (ADA), 42 U.S.C. ▇▇.▇▇. 12101-12213 (prohibiting discrimination on account of disability); the Family and Medical Leave Act of 1993, 29 U.S.C. ss. 2601 ET SEQ.; 42 U.S.C. ss. 1981; the Georgia Equal Employment for Persons with Disabilities Code, O.C.G.A. ▇▇.▇▇. 34-6A-1 to 34-6A-6 (prohibiting discrimination on account of disability); the Georgia Sex Discrimination in Employment Law, O.C.G.A. ▇▇.▇▇. 34-5-1 to 34-5-7 (prohibiting sex-based discrimination in pay); the City of Atlanta Fair Private Employment Ordinance, Atlanta, Ga. Code of Ordinances ▇▇.▇▇. 94-110 to 94-121 (prohibiting discrimination on account of race, color, creed, religion, sex, domestic relationship status, parental status, familial status, sexual orientation, national origin, gender identity, age, or disability); or any other federal, state, or local law, whether such Claims sound in tort or contract, and whether in law or equity. You also agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit that each of the Companies Award Agreement and shall distribute the earnings Option Agreement is of no force and effect and you release any Claims you may have under each such agreement. You agree that you will not more frequently than monthly. Unless and until hereafter be entitled to any individual recovery or relief as a result of an action filed against the Escrow Agent receives notice from ProAssurance Company or any of its related or affiliated entities, or their officers, directors, employees, owners, agents, benefit plans, or trustees in any municipal, state, or federal court or agency (such as the Equal Employment Opportunity Commission or the Department of Labor) for or on account of anything that has occurred up to the Executive has breached time you execute this Agreement, the Escrow Agent shall distribute the Escrow Funds including, but not limited to, anything that has occurred up to the Executive in present time as a result of your employment or the same number end of equal monthly installments as your employment with the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof)Company. The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued You also understand and undistributed earnings on the Escrow Funds. If agree that the Company delivers written notice will have no obligation to re-employ you. For the Escrow Agent purpose of implementing a full and Executive complete release and discharge of the Releasees, you expressly acknowledge that this Agreement is intended to include in its effect, without limitation, all Claims that you do not know or suspect to exist in your favor at the Severance Benefits payable to Executive are subject to termination under Section 7 of time you sign this Agreement, and that this Agreement contemplates the Escrow Agent extinguishment of any such Claim or Claims. Notwithstanding the general release and covenant not to ▇▇▇ set forth above, nothing herein shall distribute the balance constitute a release or waiver by you of (i) any claim or right you may have for unemployment compensation benefits or workers' compensation benefits, (ii) any claim or right you may have for benefit rights that have vested as of your Severance Date, (iii) any claim or right you may have for indemnification as an officer of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice Company (or as an officer or director of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure any subsidiary of the Executive Company) under applicable law or contract (including, without limitation, any claim or right you may have under the Restated Articles of Incorporation or the bylaws of the Company), (iv) any right you may have to be defended or to receive insurance coverage under any directors and officers insurance coverage which applies to directors and officers of the Company and which applies to deliver notice to the Escrow Agent you in your capacity as herein provided shall not be a waiver of chief financial officer, or (v) any of their respective claims or rights you may have under this Agreement. The Executive In addition, nothing herein shall be entitled to the following in addition to and not in limitation of the Severance Benefits: affect (ia) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not any existing contract you may for indemnification from the Company and (b) your right to be entitled defended or to receive Severance Benefits if employment with insurance coverage according to the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount terms of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall ceaseCompany's insurance for directors and officers.

Severance Benefits. If during the term of this Agreement the Executive leaves the employment of the Companies for Good ReasonProvided you enter into, as explained in Section 4 of this Agreementdo not revoke, and the Executive signs the release (the "Release") that is attached to and incorporated in comply with this Agreement, the Executive Company shall receive provide you with the following benefits (the "Severance Benefits"):below. (a) An The Company shall pay you a lump sum payment in an amount equal to twelve (12) months of your Base Salary (as defined in the Executive's annual base salary. Employment Agreement) (the “Severance Pay”), to be paid on the first practicable payroll date occurring after the Effective Date of this Agreement. (b) The "annual base salary" outstanding equity awards held by you shall be governed by the Equity Documents; provided, however, and notwithstanding anything to the contrary in the Equity Documents, the portion of your outstanding unvested time-based equity awards that would have become vested had you maintained a continuous service relationship through the first (1st) anniversary of the Executive Separation Date shall be defined immediately accelerate and become vested and exercisable as the Executive's base rate of compensation in effect as of the later of (i) the Separation Date; or (ii) the Effective Date (as defined below) (the “Accelerated Vesting Date”); provided that, the termination or forfeiture of Terminationthe unvested portion of any time-based equity awards that would otherwise occur on the Separation Date (or the termination or forfeiture of the vested, but in no event less than the Executive's base rate of compensation in effect as of unexercised time-based equity awards that would otherwise occur at the end of the last calendar quarter preceding applicable post-termination exercise period) in the Date absence of Termination; (b) An amount equal the acceleration described in this paragraph will be delayed until the Accelerated Vesting Date, and will only occur if the vesting pursuant to this paragraph does not occur due to the average annual incentive award(s) or bonus(es) paid to Executive in each absence of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive;this Agreement becoming effective. (c) Payment Subject to your copayment of premium amounts at the applicable active employees’ rate and your proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider(s) or the COBRA provider a monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to you if you had remained employed by the Company until the earliest of (A) the twelve (12) month anniversary of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of TerminationSeparation Date; (iiB) until the Executive no longer has coverage date that you become eligible for group medical plan benefits under COBRAany other employer’s group medical plan; or (iiiC) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group cessation of your health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective continuation rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwiseCOBRA; provided, however, that if the Executive Company determines that it cannot pay such amounts to the group health plan provider(s) or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to you for the time period specified above. Such payments to you shall be required subject to notify tax-related deductions and withholdings and paid on the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided Company’s regular payroll dates. The payments and benefits under this Agreement Section 2 are together referred to as the “Severance Benefits.” You hereby acknowledge and agree that, as of the date of this Agreement, there has been no first event constituting a Change in Control, as that term is defined in the Employment Agreement. If a later event occurs such that the Separation Date falls within the Change in Control Period, as defined in the Employment Agreement, you shall ceasebe eligible for the additional payments and benefits set forth in Section 6 of the Employment Agreement, less any benefits and payments already provided to you pursuant to this Agreement.

Severance Benefits. If during the term In consideration of your acceptance of this Agreement and subject to: (i) the Executive leaves the employment expiration of the Companies for Good Reason, seven (7) day revocation/rescission period as explained provided in Section 4 of this Agreement, paragraph 16 below; and the Executive signs the release (the "Release"ii) that is attached to and incorporated in full compliance with your obligations under this Agreement, the Executive shall receive Company will provide you or, in the event of your death, your estate, with the following benefits (the "Severance Benefits"):severance pay and benefits: (a) An amount equal The Company will continue to the Executive's annual pay you: (A) your base salary. The "annual base salary" of the Executive shall be defined as the Executive's base rate of compensation salary in effect as on the above date of this letter; and (B) reimbursement for any necessary business expenses properly incurred by you after the date of this letter through the Separation Date of Termination, but in no event less than connection with your providing the Executive's base rate of compensation transition assistance referred to in effect as of the end of the last calendar quarter preceding the Date of Termination;paragraph 1 above. (b) An amount equal The Company will provide severance pay for a period of twenty-one (21) months following the Separation Date (the “Severance Pay Period”) at your current base salary at a rate of Three Hundred Ten Thousand and No/100 Dollars ($310,000) per year. Payments of separation pay hereunder will be made in the form of salary continuation and will begin on the next regular Company payday following the Separation Date, and in no event later than sixty (60) days following the Separation Date. The first payment would be retroactive to the average annual incentive award(sday following the Separation Date. (c) If you are enrolled in the Company's medical and dental plans, subject to receipt of any required consent by any health maintenance organization, health insurance provider or bonus(es) paid dental insurance provider with which you are enrolled, the Company will continue to Executive in each of pay the three complete calendar years prior to premium for benefit coverage on the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of same basis as you are enrolled on the complete calendar years during date hereof through the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum earlier of (i) amount the expiration of cash awards twenty-one (21) months following the Separation Date; or bonuses, plus (ii) the value date you become eligible for coverage under the health plan of stock awards, in each case accrued by the Companies for the account another employer; (iii) loss of coverage due to your separation and failure of the Executive as performance based compensation (whether applicable health maintenance organization, health insurance provider or not deferred) during the applicable yeardental insurance provider to consent to continued coverage. The value Upon termination of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health medical and dental insurance coverage for the shorter of the following: benefits pursuant to clause (i) 12 months after the Date of Termination; or (ii) until above you may, at your own expense, elect to continue your participation and that of your eligible dependents in those plans for a period of time under the Executive no longer has federal law known as "COBRA." In the event that any required consent by any health maintenance organization, health insurance provider or dental insurance provider with which you are enrolled is denied, and you elect to continue participation under “COBRA”, then the Company will pay the premium for benefit coverage under COBRACOBRA on the same basis as you are enrolled on the date hereof through the earlier of (i) the expiration of twenty-one (21) months following the Separation Date; or (iiiii) until the Executive becomes date you become eligible for substantially similar coverage under a subsequent the health plan of another employer's group health plan; and, provided, however, that in the event that the Company determines that it is unable to continue any such participation, it shall pay the cost, on an after-tax basis, of comparable coverage. (d) Outplacement services that are customary to Executive's position. Subject to The Company will pay you the delivery variable incentive compensation for which you may be eligible and which is payable under the Entegris Incentive Plan for the first half and second half of fiscal year 2014 at the levels as determined by the Management Compensation and Development Committee of the executed Release by Executive, the severance benefits described Company’s Board of Directors in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for its sole discretion in accordance with the terms of said employee benefit plansthe 2014 Entegris Incentive Plan. This variable incentive compensation, if any, will be paid to you in early 2015 at the same time as variable incentive compensation is paid under the Entegris Incentive Plan to other executives but in any event, such payment will be made no later than March 15, 2015. You will not be eligible to participate in the Entegris Incentive Plan for any period subsequent to December 31, 2014. (e) If you are enrolled in the Company's group life insurance plan on the Separation Date, subject to receipt of any required consent by any group life insurance provider, the Company shall pay the premium in order for you to continue your participation in the Company's group life insurance plan until the expiration of twenty-one (21) months following the Separation Date. In the event that the group life insurance provider refuses to so consent, then the Company shall provide you with reasonable assistance should you wish to convert such group policy into an individual policy. If you convert such policy, the Company will reimburse you for the premiums thereon for such twenty-one month period following the Separation Date. (f) All unvested portions of outstanding equity awards scheduled to vest prior to the Separation Date shall vest in accordance with the terms of the award. All other unvested portions of outstanding equity awards shall be cancelled as of the Separation Date and shall be of no further force or effect. In addition, you shall have a period of one (1) year following the Separation Date to exercise all stock options that are vested and outstanding as of the Separation Date or which vest in accordance with this paragraph 3(f), or until the date such stock options would have expired in the absence of a termination of employment, if earlier. (g) The Company will reimburse you for the expense of outplacement services provided by an outplacement firm reasonably selected by you up to an aggregate of Fifteen Thousand and No/100 Dollars ($15,000) provided that you submit appropriate documentation evidencing that such expense was incurred no later than December 31, 2015. If timely submitted, such expenses will be paid no later than March 31, 2016. (h) Your contributions and the Company’s matching contributions to the Entegris Inc. 401(k) Savings and Profit Sharing Plan (2012 Restatement) shall terminate as of the Separation Date. The balances in your accounts under the Entegris Inc. 401(k) Savings and Profit Sharing Plan (2012 Restatement) and in the Entegris, Inc. Supplemental Executive shall not Retirement Plan For Key Salaried Employees will be entitled paid out to receive Severance Benefits if employment you in accordance with the Companies is terminated by reason terms of death those plans and the requirements of Executivelaw. You acknowledge that, retirement of Executive as permitted pending such pay outs, such balances shall continue to be subject to investment risk in accordance with the investment choices under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, those plans that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall ceaseyou have selected.

Severance Benefits. If during the term of this Agreement the Executive leaves the employment of the Companies for Good Reason, as explained in Section 4 of this Agreement, you execute and the Executive signs the release (the "Release") that is attached to and incorporated in do not revoke this Agreement, the Executive shall receive Company will provide you with the following benefits Severance Benefits, which you and the Company agree will be in full accord and satisfaction of anything you could otherwise be eligible for under Section 5 of the Employment Agreement between you and the Company dated December 1, 2014 (the "Severance Benefits"“Employment Agreement”): a. The Company will provide enhanced vesting of your Options (a) An amount equal as defined in Section 5), provided that you comply with the requirements of Section 5. b. if you timely elect continued coverage under COBRA for yourself and your covered dependents under the Company’s group health plans following the Separation Date, and comply fully with your obligations hereunder, then the Company will reimburse, as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ October 18, 2018 Page 2 of 10 and when due and as actually paid by you to the Executive's annual base salary. The "annual base salary" insurance carrier or COBRA administrator (as applicable), the premiums of your group health insurance COBRA continuation coverage, including coverage for your eligible dependents, until the Executive shall be defined as the Executive's base rate of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum earliest of (iA) amount receipt by you of cash awards or bonusessix (6) months of group health insurance COBRA continuation coverage, plus (iiB) the value expiration of stock awards, in each case accrued by the Companies your eligibility for the account of the Executive as performance based compensation continuation coverage under COBRA, or (whether or not deferredC) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (such period from the stock was awarded to termination date through the Executive as annual incentive compensationearliest of (A) through (C), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Executive's actual total annual incentive awards Company determines, in its sole discretion, that the reimbursement of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or bonuses shall be calculated excluding the value any statute or regulation of options to purchase stock which may have been awarded similar effect (including but not limited to the Executive; (c) Payment of 2010 Patient Protection and Affordable Care Act, as amended by the Executive's monthly COBRA premiums 2010 Health Care and Education Reconciliation Act), then all payments and obligations under this clause will cease. If you become eligible for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent another employer's group health plan; and (d) Outplacement services that are customary plan or otherwise cease to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments eligible for COBRA during the period that provided in this clause, you must immediately notify the covenants set forth in Section 7 shall be in effect commencing Company of such event, and all payments and obligations under this clause will cease. c. The Company will offer you the Consulting Agreement attached as Exhibit A (the “Consulting Agreement”). If you execute the Consulting Agreement on the first day Separation Date you will begin your consulting relationship effective immediately and you will be deemed to remain in continuous service for purposes of the calendar month that occurs thirty your Options and RSUs (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (each as defined in Section 7 hereof). The monthly installments shall be distributed to 5) while the Executive on the first day of each calendar month Consulting Agreement remains in the Restricted Period together with accrued and undistributed earnings on the Escrow Fundseffect. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 you then do not execute this Agreement, or execute but then revoke your acceptance of this Agreement, then the Escrow Agent shall distribute the balance Consulting Agreement will automatically terminate, as described therein. d. The Company will pay out a pro-rated potion of your 2018 bonus, subject to standard payroll deductions and withholdings within ten (10) days of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice Effective Date of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall cease.

Severance Benefits. If during In the term event your employment with the Company is terminated for any reason, you will be entitled to all of your earned compensation and benefits or otherwise as required by law through the date of termination. For the avoidance of doubt, you shall not be entitled to any additional compensation or benefits (pursuant to this Agreement or otherwise) in the Executive leaves event your employment is terminated by the Company for Cause, due to your resignation without Good Reason, upon your death or upon your disability. If your employment terminates due to an Involuntary Termination (as defined below), you will be eligible to receive, without duplication, the additional compensation and benefits described in Section 6(a) and 6(b), as applicable. (a) Involuntary Termination other than in Connection with a Change in Control. If at any time (i) the Company terminates your employment without Cause (as defined below and other than as a result of your death or disability), or (ii) you resign for Good Reason (as defined below), and provided in any case such termination constitutes a “separation from service”, as defined under Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) (such termination described in (i) or (ii), an “Involuntary Termination”), you shall be entitled to receive the Companies following “Severance Benefits”, subject in all events to your compliance with Section 6(c) below: (i) You shall receive severance pay in the form of continuation of your base salary in effect (ignoring any decrease that forms the basis for your resignation for Good Reason, as explained in Section 4 if applicable) on the effective date of this Agreement, and your Involuntary Termination for the Executive signs the release first six (6) months (the "Release"“Severance Period”) that is attached to and incorporated in this Agreement, after the Executive shall receive the following benefits (the "Severance Benefits"):date of such termination; and (a) An amount equal to the Executive's annual base salary. The "annual base salary" of the Executive shall be defined as the Executive's base rate of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) If you are eligible for and timely elect to continue your health insurance coverage under the value Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of stock awards1985 or the state equivalent (“COBRA”) following your termination date, in each case accrued by the Companies Company will pay the COBRA group health insurance premiums for you and your eligible dependents until the earliest of (A) the close of the Severance Period, (B) the expiration of your eligibility for the account of the Executive as performance based compensation continuation coverage under COBRA, or (whether or not deferredC) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by you under a Section 125 health care reimbursement plan under the stock was awarded to the Executive as annual incentive compensationU.S. Internal Revenue Code. Notwithstanding the foregoing, if at any time the Executive's actual total annual incentive awards Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or bonuses shall be calculated excluding penalties under applicable law (including, without limitation, Section 2716 of the value Public Health Service Act), then regardless of options to purchase stock which may have been awarded whether you elect continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay you on the last day of each remaining month of the Severance Period, a fully taxable cash payment equal to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: that month, subject to applicable tax withholdings (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executivesuch amount, the severance benefits described in subparagraphs (a) and (b) above “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in cash or good funds in equal monthly installments during on the period same schedule that the covenants set forth in Section 7 COBRA premiums would otherwise have been paid and shall be in effect commencing on equal to the first day amount that the Company would have otherwise paid for COBRA premiums, and shall be paid until the earlier of (i) expiration of the calendar month that occurs thirty Severance Period or (30ii) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof date you voluntarily enroll in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum a health insurance plan offered by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city another employer or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and entity. (b) hereof by depositing Involuntary Termination in escrow an amount equal Connection with a Change in Control. In the event that your Involuntary Termination occurs within the three (3) months prior to, or twelve (12) months following the consummation of a Change in Control and subject in all events to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds"your compliance with Section 6(c) with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be heldbelow, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive then you shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwiseabove in Section 6(a); provided, however, that the Executive “Severance Period” shall be required to notify the Companies if first nine (9) months after the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall ceasedate of such Involuntary Termination.

Severance Benefits. If during In the term event Safeguard terminates your employment without “Cause” (as defined below) or you resign for Good Reason (as defined below), Safeguard will provide you the following benefits that will be the only severance benefits or other payments in respect of this Agreement your employment with Safeguard to which you will be entitled. Without limiting the Executive leaves the employment generality of the Companies foregoing, these benefits are in respect of all salary and other rights that you may have against Safeguard or its affiliates. If you are terminated without ▇▇▇▇▇ or resign for Good Reason, as explained in Section 4 of this Agreement, and the Executive signs the release (the "Release") that is attached to and incorporated in this Agreement, the Executive shall receive the following benefits (the "Severance Benefits"): (a) An : ● You will be paid an amount equal equivalent to the Executive's annual base salary. The "annual base salary" remainder of the Executive shall be defined as the Executive's base rate of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) your Base Salary that would have been paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years you during the Executive's entire period of employment with the CompaniesTerm, less applicable tax deductions and withholdings. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) This severance amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall will be paid in cash or good funds in equal monthly installments during a lump sum within 10 days of the period that termination date. ● The Company will pay the covenants set forth in Section 7 shall be cost of COBRA continuation coverage with respect to medical insurance, less such co-payment amount payable by you under the terms of the Company’s medical insurance program as in effect commencing on the first day date of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federalyour termination, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds Term. ● All remaining unvested shares of your Equity Grants shall accelerate and accrued become fully vested as of the termination date. All severance-related compensation and undistributed earnings thereon benefits described above will be contingent on your execution of a release, in form acceptable to ProAssurance unless Safeguard in its sole discretion, which is not subsequently rescinded, of all claims against Safeguard pursuant to Safeguard’s standard employee form. You will have 21 days following your termination of employment in which to consider the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's noticerelease although you may execute it sooner. If Executive provides a timely notice of objectionIn this letter agreement, the Escrow Agent shall hold term “Cause” means (a) your willful failure to abide by the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive reasonable work-related instructions and ProAssurance. The failure requests of the Executive Board of Directors during your employment and/or your failure to adhere to any written Safeguard policy in effect from time to time if you have been given a reasonable opportunity to comply with such policy or cure your failure to comply (which reasonable opportunity must be granted during the Company 10-day period preceding termination of this letter agreement); (b) your appropriation (or attempted appropriation) of a material business opportunity of Safeguard, including attempting to deliver notice to the Escrow Agent as herein provided shall not be a waiver secure or securing any personal profit in connection with any transaction entered into on behalf of Safeguard; (c) your misappropriation (or attempted misappropriation) of any of their respective rights under this Agreement. The Executive shall be entitled to Safeguard’s funds or property; or (d) your conviction of, indictment for (or its procedural equivalent), or your entering of a guilty plea or plea of no contest with respect to, a felony, the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leaveequivalent thereof, if any, on Date of Termination in accordance with the then current policy of the Companies or any other crime with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was imprisonment is a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall ceasepossible punishment.

Severance Benefits. If during the term In consideration of your acceptance of this Agreement the Executive leaves the employment of the Companies for Good Reason, as explained and subject to your meeting in Section 4 of this Agreement, and the Executive signs the release (the "Release") that is attached to and incorporated in full your obligations under this Agreement, the Executive shall receive the following benefits EWC Change in Control and Severance Plan (the "“Severance Benefits"):Plan”) and your Continuing Obligations (as defined below) and in full consideration of any rights you may have under the Severance Plan: (a) An The Company will pay you your salary, at your final base rate of pay (the “Severance Payments”), for a period of twelve (12) months following the Separation Date (the “Severance Period”). Severance Payments will be paid in substantially equal installments in accordance with the Company’s regular payroll practices, beginning on the Company’s first regular payroll date following the date that this Agreement becomes fully effective and irrevocable. The first payment will be retroactive to the day following the Separation Date. (b) If you are enrolled in the Company’s group medical, dental and/or vision plans on the Separation Date, you may elect to continue your participation and that of your eligible dependents in those plans for a period of time pursuant to the federal law known as “COBRA” or similar applicable state law (together, “COBRA”). You may make such an election whether or not you accept this Agreement. However, if you accept this Agreement and you timely elect to continue your participation and that of your eligible dependents in such plans, the Company will pay you a monthly amount equal to the Executive's annual base salary. The "annual base salary" of monthly amount the Executive shall be defined Company contributed to group medical, dental and/or vision insurance premiums (as the Executive's base rate of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (bapplicable) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years for you and any eligible dependents immediately prior to the Separation Date of Termination (but not including in such average calendar year 2000) orthe “Monthly Premium Payment”), if shorter, in each of until the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum earlier of (i) amount the end of cash awards or bonusestwelve (12) months of COBRA coverage, plus (ii) the value of stock awardsdate you and your dependents are no longer entitled to coverage under COBRA or Company plans, in each case accrued by and (iii) the Companies for date on which you obtain health coverage from another employer (the account “COBRA Period”). Monthly Premium Payments will begin on the Company’s first regular payroll date following the first date of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of month following the date the stock was awarded to the Executive as annual incentive compensationthat this Agreement becomes fully effective and irrevocable. Notwithstanding the foregoing, in the Executive's actual total annual incentive awards event that the Company’s payment of the Monthly Premium Payments, as described in this Section would subject the Company to any tax or bonuses shall be calculated excluding penalty under Section 105(h) of the value Internal Revenue Code of options 1986, as amended, the Patient Protection and Affordable Care Act, as amended, any regulations or guidance issued thereunder, or any other applicable law, in each case, as determined by the Company, then you and the Company agree to purchase stock which may have been awarded work together in good faith to the Executive;restructure such benefit. (c) Payment You will be eligible to receive your bonus for fiscal year 2024, with the actual amount of any bonus to be determined by the Compensation Committee of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter Board of the following: (i) 12 months after the Date Directors of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder EWC (the "Escrow Funds"“Board”) with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies based on actual performance and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as prorated based on the number of whole calendar months in days you were employed by the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed Company during such fiscal year, which bonus, to the Executive extent earned based on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreementperformance, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall will be paid or provided at the same time as bonuses are paid to executives of EWC generally for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall ceasefiscal year 2024.

Severance Benefits. If during (a) If, at any time on or after the term Closing Date of this Agreement a Change in Control and prior to the Executive leaves the employment expiration of the Companies Employment Period, Executive is involuntarily terminated, other than for Cause; terminates service with the Company as a result of Executive’s Disability; or resigns his or her position for Good Reason, as explained in Section 4 of this Agreement, and HHC or the Subsidiary by which Executive signs the release (the "Release") that is attached to and incorporated in this Agreement, the employed shall pay Executive shall receive the following benefits (the "Severance Benefits"):benefits: (ai) An A lump-sum severance amount equal to 1 times Executive’s Base Compensation and Average Annual Bonus. Said payment shall be in addition to his accrued, but unpaid annual salary and benefits through the date of termination. Said severance amount shall be paid in a lump-sum, subject to Section 5(d), within 90 days following Executive's annual base salary. The "annual base salary" ’s termination. (ii) As an additional severance benefit, HHC will provide Executive with 2[months] [years], beginning with the month immediately following the month in which the effective date of the Executive shall be defined Change in Control occurs, (the “Coverage Period”) of continued coverage under HHC’s group health plan covering its executive associates, as the Executive's base rate same may be amended from time to time, at the level of compensation benefits (whether single or family coverage) previously elected by and in effect with respect to Executive immediately before the termination of Executive’s employment. HHC shall continue to pay the premiums for said coverage during the Coverage Period to the same extent and in the same percentage as HHC pays premiums for similarly situated active executives participating in the group health plan. Notwithstanding this provision, however, coverage under HHC’s group health plan shall cease upon Executive becoming eligible for coverage under a group health plan of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of another employer providing substantially similar benefits prior to the end of the last calendar quarter preceding Coverage Period. For this purpose, Executive will be deemed to be eligible for coverage under another employer’s group health plan when Executive has met the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in eligibility requirements for coverage under such average calendar year 2000) orplan and completed any waiting period, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable yearExecutive elects to participate in such coverage. The value of stock awarded to the Executive shall be calculated based on the value responsible for notifying HHC of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums ’s eligibility for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until another employer’s plan during the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health planCoverage Period; and , 1 Three (d3) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs for Messrs. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇; two (a2) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or for other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall ceaseexecutive officers.

Severance Benefits. If during the term of you timely sign and return this Agreement to the Executive leaves Company, allow the employment of releases contained herein to become effective, remain available after your Separation Date to answer any questions from the Companies for Good Reason, as explained in Section 4 of this AgreementCompany regarding your previous job duties, and comply with all of your legal and contractual obligations to the Executive signs Company, then the release (Company will provide you with the "Release") that is attached to and incorporated in this Agreement, the Executive shall receive the following severance benefits (the "“Severance Benefits"): (a”) An amount equal to which you would be entitled upon an Involuntary Termination on the Executive's annual base salary. The "annual base salary" Separation Date pursuant to Section 2.1 of the Mirati Therapeutics, Inc. Executive shall be defined as the Executive's base rate of compensation in effect Severance Plan effective as of November 6, 2022 (the Date “Severance Plan”). A schedule of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of your cash Severance Benefits and your equity awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes that are eligible for substantially similar coverage acceleration under a subsequent employer's group health plan; and (d) Outplacement services that are customary this paragraph has been separately provided to Executive's positionyou. Subject to the delivery of the executed Release by ExecutiveIn addition, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate Company publicly announces the covenants set forth therein; execution of a definitive agreement to consummate a Change in Control (as defined in the Severance Plan) within three months of the termination of the Consulting Period (as defined below), and such Change in Control is consummated within twelve months of the date of such public announcement, then in lieu of any additional compensation otherwise provided for in Section 2.2 of the Severance Plan, and provided further that you sign and return to the payment Company an additional release in a form to be provided by the Company that is substantially consistent with the provisions of such severance benefits Sections 8 through 15 below and allow the releases contained therein become effective, then you shall be accelerated and payable in receive a cash lump sum by payment (the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined“Supplemental Payment”) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of (i) the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets product of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months restricted stock units forfeited as of the Separation Date (53,203 restricted stock units as illustrated in Column K of Exhibit A) and the Restricted Period per share merger consideration as defined within the definitive Change in Control agreement plus (ii) the in-the-money value of all outstanding options as of the Separation Date (as illustrated in Exhibit A), the value of which is calculated upon consummation of the Change in Control by taking the Page 2 difference between the per share merger consideration as defined within the definitive agreement and the exercise price of each stock option, LESS the in-the-money value of any cashless exercise that occurred between the Separation Date and the consummation of such Change in Section 7 hereof)Control. The monthly installments Such Supplemental Payment shall be distributed payable to the Executive you in a lump sum, subject to applicable payroll deductions and tax withholdings, on the first day regular payroll date of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to following the Escrow Agent and Executive closing of such Change in Control, provided that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of all required releases have become effective by their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall ceasedate.

Severance Benefits. If during the term In consideration of your acceptance of this Agreement and subject to your meeting in full your obligations under it and under the Executive leaves the employment of the Companies for Good Reason, as explained in Section 4 of this Agreement, agreement between you and the Executive signs the release Company captioned “Confidentiality Agreement” which you signed on February 5, 2003 (the "Release") that is attached to and incorporated in this “Confidentiality Agreement”), the Executive shall receive Company will provide you the following benefits (the "Severance Benefits"):following: (a) An amount equal As severance pay, the Company will continue your base salary, at the rate in effect on the Separation Date, for the period of four (4) months following the Separation Date. Payments will begin on the next regular Company payday following the later of (i) the effective date of this Agreement (which will take effect on the 8th calendar day after the date of your signing, provided you do not revoke it) or (ii) the date this Agreement, signed by you, is received by the Company. The first payment will be retroactive to the Executive's annual base salary. The "annual base salary" of day following the Executive shall be defined as the Executive's base rate of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination;Separation Date. (b) An amount equal If you are eligible and elect to the average annual incentive award(s) or bonus(es) paid to Executive in each continue your participation and that of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) oryour qualified beneficiaries, if shorterany, in each of the complete calendar years during Company’s group health plan under the Executive's entire period of employment with federal law known as “COBRA” following the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoingSeparation Date, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's Company will reimburse you monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum premium cost and administrative fee for that coverage under “COBRA” through the earlier of August 30, 2008 or the date you begin employment with another employer, pro-rated for any partial calendar month. You agree to notify the Company promptly if you obtain new employment that will commence prior to August 30, 2008. After the Company’s contributions end, you and your qualified beneficiaries may continue participation for the remainder of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leaveCOBRA period, if any, on Date by paying the full premium cost plus the administrative fee. (c) The time for your exercise of Termination in accordance with any stock options granted to you by the then current policy Company that have vested as of the Companies Separation Date is being extended until April 30, 2010. Your rights and obligations with respect to terminated employees generally; and (iii) those vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits stock options shall otherwise be paid or provided for governed in accordance with the terms of said employee benefit plans. The Executive shall not be entitled the applicable stock option plan and any other agreements, requirements or restrictions applicable to receive Severance Benefits if those options. (d) Provided you direct any potential employer seeking a reference for you to the Office Manager, ▇▇▇▇▇▇ ▇▇▇▇▇▇, she will provide such potential employers your dates of employment and last position held with the Companies is terminated by Company and will respond to questions concerning the reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of your employment by to the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation effect that Company policies do not authorize her to seek or accept provide any information other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; than that already provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall cease.

Severance Benefits. If during the term In consideration of your acceptance of this Agreement the Executive leaves the employment of the Companies for Good Reason, as explained and subject to your meeting in Section 4 of this Agreement, full your obligations hereunder and the Executive signs the release (the "Release") that is attached to and incorporated in this Agreement, the Executive shall receive the following benefits (the "Severance Benefits"): (a) An amount equal to the Executive's annual base salary. The "annual base salary" of the Executive shall be defined as the Executive's base rate of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period Continuing Obligations (as defined in Section 7 hereof6(a) below). The monthly installments shall be distributed to , and in full consideration of any rights you may have under the Executive on the first day of each calendar month Employment Agreement, but in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are all cases subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for Agreement becoming effective in accordance with the terms hereof: (a) The Company will pay you your base salary (which, as of said employee benefit plansthe Separation Date, is $450,000) for a period of six (6) months following the Separation Date (such base salary payments, the “Severance Payments” and such six (6)-month period, the “Severance Period”). The Executive Severance Payments will be made in accordance with the Company’s regular payroll practices, with the first payment (i) to be made on the Company’s next regular payday following the Release Effective Date (the date that the release can no longer be revoked), which shall be no longer than the expiration of sixty (60) calendar days from the Separation Date, and (ii) to be retroactive to the day following the Separation Date. (b) Provided that you timely elect to continue your coverage and that of your eligible dependents in the Company’s group health plans under the federal law known as “COBRA,” the Company will reimburse you a monthly amount equal to one hundred percent (100%) of monthly COBRA premiums paid by you, together with the two percent (2%) administration fee, until the earliest of (i) April, 2025, (ii) the date you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment, or (iii) the date that you cease to be eligible for COBRA continuation coverage for any reason including plan termination (the “Health Continuation Benefits”). The Health Continuation Benefits will be made on a monthly basis in accordance with the first payment (i) to be made on the following the expiration of sixty (60) calendar days from the Separation Date, and monthly thereafter upon submission of proof of payment of the COBRA premiums. In the event that you select healthcare coverage provided through Medicare, the company will reimburse those premiums in an amount not to exceed the amount which would have otherwise been paid for COBRA premiums, until the earliest of (i) April 30, 2025, or (ii) the date you become eligible for substantially equivalent health insurance coverage in connection with new employment. (c) The Company will pay you a pro rata portion of the bonus for the fiscal year ending June 30, 2024 calculated by the Company in good faith with any individual goals deemed to have been achieved and such bonuses to be paid no later than June 30, 2025. (d) With respect to Renalytix AI PLC 2020 Equity Incentive Plan (“Equity Plan), the vesting of option grants of which is based solely on continued employment or service with the Company (each such award, a “Time-Based Equity Award”), the portion of each Time-Based Equity Award that would have vested by its terms in the twelve (12)-month period following the Separation Date had you remained continuously employed will become vested as of the Separation Date subject to approval by the UK Takeover Panel, with the remaining portion of each Time-Based Equity Award automatically terminating on the Separation Date. In the event that the Takeover Panel does not approve such accelerated vesting, you and the Company agree to work in good faith to determine an alternate form of mutually acceptable compensation. With respect to any options to purchase common stock of the Company that are vested as of the Separation Date (after giving effect to the accelerated vesting provided for in this Section 3(d)), you will have the original term of the option to exercise such vested stock options. You acknowledge and agree that modifications to your stock options provided for herein will result in any options to purchase common stock of the Company that were intended to qualify as “incentive stock options” ceasing to qualify as such. Except as modified in this Section 3(d), the Time-Based Equity Awards shall otherwise be governed by the terms and conditions of the Company’s Equity Plan and the award agreements governing such awards. (e) If the Company, in its sole discretion, elects to pay compensation to similarly situated executives who had salaried compensation reductions from November 2023 through April 2024, then you will receive an equivalent payment provided that such payment is payable on or before June 30, 2025. (f) The Company will pay you all of the Accrued Obligations including (i) accrued but unpaid salary through the date of separation, (ii) any unreimbursed business expenses incurred by you and payable according to the Company’s standard expense reimbursement policies, (iii) any accrued but not taken vacation pay and (iv) benefits owed to you under any qualified retirement plan or health and welfare plan in which you were a participant. The Accrued Obligations will be paid on the Company’s first payroll date after the Separation Date or earlier if required by law. (g) For the avoidance of doubt, in no event shall you be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment payments and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided benefits under this Section 3 if this Agreement shall ceasedoes not become effective in accordance with its terms.

Severance Benefits. If during In the term of Event Of Termination without Cause or Resignation for Good Reason In addition to the rights to payment upon termination set forth in Paragraph 6.5, if your employment under this Agreement the Executive leaves the employment of the Companies is terminated by Volt without Cause or if terminated by you for Good Reason, and subject to your executing a general release and waiver of rights, which shall include a release of any and all legal claims against Volt and their respective officers and directors and cooperation and non-disparagement clauses (“General Release”), and, if requested, participation in an exit interview as explained in Section 4 of this AgreementVolt may designate, and the Executive signs the release (the "Release") that is attached Volt will continue to and incorporated in this Agreement, the Executive shall receive the following benefits (the "Severance Benefits"): (a) An amount equal to (i) pay you your salary, and provide you such medical benefits in which you participate on the Executive's annual base salary. The "annual base salary" Termination Date, or their equivalent, for a period of six (6) months following the Executive shall be defined as the Executive's base rate Termination Date, or (ii) pay you your salary for a period of compensation in effect as twelve (12) months if there is a Change of the Date of TerminationControl, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; and (b) An amount equal pay you any earned incentive payment according to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination Incentive Plan (but not including in such average calendar year 2000) orParagraph 4.2), if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual target incentive compensation. Notwithstanding the foregoingcompensation for such year, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage pro-rated for the shorter number of days actually worked by you in such year of termination divided by 261 business days and payable when the following: incentive would otherwise be payable (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs parts (a) and (b) above shall collectively referred to as the “Severance Benefits”). VOLT Volt Information Sciences, Inc. 1065 Aven▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇-▇▇▇-2400 Medical benefits may, at Volt’s option, be provided through reimbursement of the premiums you incur to continue coverage under Volt’s medical plans pursuant to COBRA, and/or the cost you incur to obtain such benefits through other means. The Severance Benefits will be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent you in accordance with the following provisions. At the time of delivery Volt’s customary payroll cycles and procedures, subject to your execution of the Escrow FundsGeneral Release. Notwithstanding anything to the contrary in this Paragraph 6.6, the Escrow Agent shall acknowledge receipt if you breach any of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this AgreementParagraphs 8 or 9, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount all payments of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall will cease.

Severance Benefits. If during the term of this Agreement the Executive leaves the employment of the Companies for Good Reason, as explained in Section 4 of this Agreement, and the Executive signs the release (the "Release") that is attached to and incorporated in this Agreement, the Executive shall receive the following benefits (the "Severance Benefits"): (a) An amount equal to the Executive's annual base salary. The "annual base salary" of the Executive shall be defined as the Executive's base rate of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, in the Executive's actual total annual incentive awards event that Sesen Bio terminates your employment without “Cause” or bonuses shall you resign with “Good Reason” (each term as ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ PHONE: ▇▇▇-▇▇▇-▇▇▇▇ defined below and in either case a “Qualifying Termination”), you will be calculated excluding eligible for the value of options to purchase stock which may have been awarded benefits outlined in sub-paragraphs A or B below (the “Severance Benefits”), subject to the Executive;terms set forth in this Letter Agreement: A. If a Qualifying Termination occurs: (ci) Sesen Bio will pay you severance in the form of continuation of your Base Salary for a total of 12 months (“Severance Period”), such amount to be paid in accordance with the Company’s then current payroll practices, except as otherwise specified in this Letter Agreement, beginning on the Company’s first regular payroll date that occurs after the Payment Date (as defined below), and (ii) subject to the terms and conditions provided for in COBRA, and subject to your timely election of COBRA and copayment of premium amounts at the Executive's monthly COBRA premiums active employee’s rate, the Company shall pay its then current share of premium payments for continued group health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date termination date through the earliest of Termination; (ii1) until your Severance Period as outlined above, (2) the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for date you become employed with benefits substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject comparable to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwisecorresponding Company plan, and (3) the date you become ineligible for COBRA benefits; provided, however, that such Company-paid premiums may be recorded as additional income pursuant to Section 6041 of the Executive Internal Revenue Code of 1986, as amended (the “Code”) and not entitled to any tax qualified treatment to the extent necessary to comply with or avoid the discriminatory treatment prohibited by the Patient Protection and Affordable Care Act of 2010 and the Health Care and Education Reconciliation Act of 2010 or Section 105(h) of the Code. You shall be responsible for the entire COBRA premium should you elect to maintain this coverage after the earliest of the dates specified in Sections 9.A.(ii)(1)-(3) above. B. If a Qualifying Termination occurs within twelve (12) months after a Change in Control Transaction (as defined below), then: (i) you will be eligible for the same severance payments and COBRA premium assistance as set forth in sections 9.A.i-A.ii above, subject to the same terms, conditions, and limitations as described therein; and (ii) the vesting of 100% of your then outstanding unvested equity grants shall be accelerated, such that all unvested equity grants vest and become fully exercisable or non-forfeitable as of the termination date for a period of 90 days following the termination date; after such 90-day period, all unvested equity grants will no longer be exercisable. For the sake of clarity, it shall not be a “Qualifying Termination” if you voluntarily resign without Good Reason, your employment terminates For Cause or your employment terminates because of your death or due to your suffering a Disability (as defined below). C. The Severance Benefits will be subject to the following terms: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ PHONE: ▇▇▇-▇▇▇-▇▇▇▇ i. Solely for purposes of Section 409A of the Code, each salary continuation payment is considered a separate payment. ii. Any Severance Benefit under this Letter Agreement will begin only upon the date of your “separation from service” (as defined under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h)) which occurs on or after the date of termination of the employment. To the extent that the termination of your employment does not constitute a separation from service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by you to the Company, or any of its parents, subsidiaries or affiliates, at the time your employment terminates), any severance benefits payable that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation from service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this section shall not cause any forfeiture of benefits on your part, but shall only act as a delay until such time as a “separation from service” occurs. Further, if you are a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date your separation from service becomes effective, any severance benefits payable hereunder that constitute non-qualified deferred compensation under Section 409A of the Code shall be delayed until the earlier of (i) the business day following the six-month anniversary of the date your separation from service becomes effective, and (ii) the date of your death, but only to the extent necessary to avoid such penalties under Section 409A of the Code. On the earlier of (A) the business day following the six-month anniversary of the date your separation from service becomes effective, and (B) your death, the Company shall pay you in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have paid you prior to that date as described above. Neither the Company nor you shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A of the Code. The Company makes no representation or warranty and shall have no liability to notify you or any other person if any provision of this Letter Agreement is determined to constitute deferred compensation subject to Section 409A of the Companies Code, but do not satisfy an exemption from, or the conditions of, Section 409A of the Code. iii. Sesen Bio’s obligations to make the above Severance Benefits payments will be contingent upon your execution of and compliance with a release of claims in a form reasonably acceptable to the Company (the “Release”), which Release must ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ PHONE: ▇▇▇-▇▇▇-▇▇▇▇ be signed and any applicable revocation period with respect thereto must have expired by the sixtieth (60th) day following the date of termination (i.e., last employment day with the Company). The Severance Benefits payments shall be paid or commence on the first payroll period following the date the waiver and release becomes effective (the “Payment Date”). Notwithstanding the foregoing, if the Executive becomes covered by 60th day following the date of termination occurs in the calendar year following the termination, then the Payment Date shall be no earlier than January 1 of such subsequent calendar year. In addition, you must comply with all post-employment obligations, including those in the Employee Non-Competition, Non- Solicitation, Confidentiality and Assignment Agreement that you shall sign as a health condition of employment, in order to be entitled to the Severance Benefits. In the event that you are in breach of any post-employment obligations, the Company shall cease providing the Severance Benefits. iv. The Company’s obligations to pay or provide the Severance Benefits will be contingent upon your having tendered your resignation from any position on the Board, if applicable (and any other boards on which you serve at the request of the Company), effective as of the date of termination. v. You agree to give prompt written notice of any reemployment during the Severance Period or CIC Severance Period that results in eligibility for comparable medical and dental care program providing substantially similar coveragebenefits. If the Company makes any overpayment of COBRA Benefits, at which time health or dental care continuation coverage provided under this Agreement you agree to promptly return any such overpayment to the Company. The foregoing shall ceasenot create any obligation on your part to seek reemployment after the date of termination of your employment.

Severance Benefits. If during a. Provided that you sign a release of claims in the term form provided to you by the Company within 30 days of this Agreement your termination of employment, and you do not revoke the Executive leaves the employment release of claims, you will be eligible to receive one of the Companies following amounts: (i) a lump sum payment equal to $1,000,000, less applicable withholdings and deductions, if before the 180th day after the Closing Date your employment with the Company is terminated by the Company without Cause or by you for Good Reason; or (ii) a lump sum payment equal to $330,000, less applicable withholdings and deductions, if within the period beginning on or after the 180th day following the Closing Date and ending on the 18-month anniversary of the Closing Date your employment with the Company is terminated by the Company without Cause or by you with or without Good Reason (payments in clauses (i) and (ii) are each referred to herein as explained in the “Severance Payment”). If your termination of employment occurs more than 18-months following the Closing Date, you shall not be eligible to receive any Severance Payment pursuant to this Section 4 of this Agreement, and the Executive signs 2. Provided that the release (the "Release") that is attached to and incorporated of claims described in this AgreementSection 2 is effective, the Executive Severance Payment shall receive be paid to you as soon as practicable on or after the following benefits (the "Severance Benefits"): (a) An amount equal to the Executive's annual base salary. The "annual base salary" first day of the Executive shall be defined as the Executive's base rate seventh month after your termination of compensation in effect as of the Date of Terminationemployment, but in no event less later than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months 30 days after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty seventh month. b. In addition, if your employment with the Company is terminated by the Company without Cause or by you for Good Reason (30) days or, by you for any reason during the period beginning on the 180th day after the Closing Date and ending on the 18-month anniversary of Termination; the Closing Date), and provided that the obligation release of claims described in Section 2.a. is effective, then the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; Company will make a lump-sum cash payment (less applicable withholdings and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defineddeductions) to assume this Agreement as required you in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to 18 times the sum monthly COBRA premiums in effect under the Company’s group health plan (based on the level of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent coverage you were enrolled in accordance with the following provisions. At at the time of delivery of the Escrow Fundsyour termination)(the “COBRA Payment”), the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive payable on the first day payroll date that is more than 30 days following your termination of each calendar month in employment. c. Notwithstanding anything herein, you will not be eligible for any payment under this Section 2 (including, the Restricted Period together with accrued Severance Payment and undistributed earnings on COBRA Payment) if you receive an offer of employment from the Escrow Funds. If buyer of all or substantially all of the Company’s assets that includes base salary and benefits that are substantially similar to your base salary and benefits immediately prior to the Closing Date, as determined by the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall ceaseits sole discretion.

Severance Benefits. If during Subject to (a) your compliance with the term restrictive covenants set forth in Sections 6, 7 and 9 below and (b) your execution, delivery and non-revocation of this Agreement a waiver and release of claims in a form substantially similar to the Executive leaves form attached hereto as Exhibit A (the “Release”) on or prior to the 21st day following the date on which your employment with the Company terminates due to (x) the termination of your employment by the Companies Company, other than for “Cause” (as defined below) or (y) the termination of your employment by you for “Good Reason” (as defined below), but in each case, excluding any separation from service by reason of your death or Disability (as explained in Section 4 of this Agreement, and the Executive signs the release defined below) (the "Release") that is attached to and incorporated in this Agreementsuch date, the Executive shall “Severance Date”), you will be entitled to receive the following benefits (severance payments and benefits: · For the "period commencing on the day immediately following the Severance Benefits"): (a) An amount Date and ending on the first anniversary of the Severance Date, monthly pay continuation with each monthly payment equal to one-twelfth (1/12) times the Executive's annual base salary. The "annual base salary" sum of the Executive shall be defined as the Executive's base rate of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorteryour Base Salary and Target Bonus, in each of case, as in effect on the complete calendar years during the Executive's entire period of employment Severance Date. Monthly payments will occur in accordance with the Companiespayroll dates in effect on the Severance Date, and such payment dates will not be affected by any subsequent change in payroll practices. The "annual incentive award(s) or bonus(es)" shall mean · Except as provided below, continuation of group medical, dental, vision, group basic term life insurance, accidental death and dismemberment insurance, voluntary term life insurance, voluntary accidental death and dismemberment insurance, dependent life insurance and employee assistance program benefits, provided, to the sum of (i) amount of cash awards or bonusesextent applicable, plus (ii) regular contributions are made, at the value of stock awardslevel in effect on the Severance Date, in each case accrued case, for a period (such period, the “Continuation Coverage Period”) beginning immediately upon the Severance Date and continuing until the earliest to occur of (A) the first anniversary of the Severance Date, (B) the last date you are eligible to participate in the benefit under applicable law, or (C) the date you are eligible to receive comparable benefits from a subsequent employer, as determined solely by the Companies Company in good faith; provided, however, that if you fail to execute and deliver the Release or revoke the Release, in either case, the Continuation Coverage Period shall cease immediately upon such date. Such benefits shall be provided to you at the same coverage and cost to you as in effect on the Severance Date. To the extent permitted by law, you shall be eligible to qualify for the account COBRA health care continuation coverage under Section 4980B of the Executive as performance based compensation (whether Code, or not deferred) during any replacement or successor provision of United States tax law, beginning following the applicable year. The value of stock awarded to the Executive shall be calculated based on the value expiration of the stock as of the date the stock was awarded to the Executive as annual incentive compensationperiod described above. Notwithstanding the foregoing, your participation in the Executive's actual total annual incentive awards or bonuses shall be calculated excluding Employee Stock Purchase Plan and long-term disability insurance plan, and your ability to make deferrals under the value of options to purchase stock which may have been awarded to the Executive; (c401(k) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing will cease effective on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach Severance Date. For purposes of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies subsection, you shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a send written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive terms and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver conditions of any of their respective rights under this Agreement. The Executive shall be entitled to subsequent employment and the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested corresponding benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if earned from such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not provide, or cause to be required provided, to mitigate the amount of Company, in writing, correct, complete and timely information concerning the Severance Benefits provided under same to the Agreement extent requested by seeking employment or otherwisethe Company; provided, however, that the Executive Company shall have the right to cease making such payments and you shall be required obligated to notify repay any such amounts to the Companies Company already paid if you fail to execute and deliver the Executive becomes covered by a health or dental care program providing substantially similar coverageRelease within the time period provided for above or, at which after timely delivery, revoke it within the time health or dental care continuation coverage provided under this Agreement shall ceaseperiod specified in such Release.

Severance Benefits. If during the term of this Agreement the Executive leaves the employment of the Companies for Good Reason, as explained in Section 4 of this Agreement, and the Executive signs the release (the "Release") that is attached to and incorporated in this Agreement, the Executive shall receive the following benefits (the "Severance Benefits"): (a) An amount equal to the Executive's annual base salary. The "annual base salary" of the Executive shall be defined as the Executive's base rate of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreementterminates your employment for any reason after your first anniversary for other than Cause or Permanent Disability, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objectionor your position is substantially reduced, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall then you will be entitled to the following benefits: (a) The Company will continue to pay your base salary for a period of 6 months following the termination of your employment. Your base salary will be paid at the rate in addition to and not in limitation effect at the time of the Severance Benefits: (i) accrued termination of your employment and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy Company’s standard payroll procedures. However, your severance payments will in no event start before the earliest date permitted by Section 409A(a)(2) of the Companies Internal Revenue Code. If the commencement of the severance payments must be delayed, as determined by the Company, then the deferred installments will be paid to you in a lump sum on the earliest practicable date permitted by Section 409A(a)(2), and any remaining payments continuing thereafter in accordance with the original schedule. The amount of the salary continuation payments under this Subsection (a) will be reduced by the amount of any severance pay or pay in lieu of notice that you receive from the Company under a federal or state statute (including, without limitation, the WARN Act). (b) If you elect to continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following the termination of your employment, then the Company will pay the same portion of your monthly premium under COBRA as it pays for active employees until the earliest of (i) the close of the 6-month period following the termination of your employment (subject to increase as set forth in subsection (a) above), (ii) the expiration of your continuation coverage under COBRA or (iii) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. (c) The unvested shares subject to the Stock Grant shall immediately become fully vested with respect to terminated employees generally; six (6) months of vesting of the Stock Grant calculated from the effective date of termination. (d) However, this Section 6 will not apply unless you sign a general release of claims (in a form prescribed by the Company) of all known and unknown claims that you may then have against the Company or persons affiliated with the Company and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall ceasehave returned all Company property.

Severance Benefits. If during On the term conditions that (i) you sign, date and return to me a copy of this letter agreement not later than 21 days after you receive this letter agreement, (ii) you sign, date and return to me the Waiver and Release Agreement attached hereto as Attachment I not later than 21 days after your Separation Date, and (iii) you do not revoke the Executive leaves the employment of the Companies for Good Reason, as explained in Section 4 of this signed Waiver and Release Agreement, and you will receive from the Executive signs the release (the "Release") that is attached to and incorporated in this Agreement, the Executive shall receive Company the following benefits (the "Severance Benefits"):benefits: (a) An amount equal to One (1) times the Executive's sum of: (i) your annual base salary. The "Base Salary; and (ii) your target annual base salary" of bonus established for the Executive shall be defined as the Executive's base rate of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination;2006 bonus plan year. (b) An amount equal to your unpaid targeted annual bonus for the average annual incentive award(s) or bonus(es) year in which your termination occurs, multiplied by a fraction, the numerator of which is the number of days you were employed by the Company during the year through the effective date of your termination of employment, and the denominator of which is three hundred sixty-five (365). Under the provisions of the Federal Signal Corporation Management Incentive Plan, as a retiree, you would be entitled to a prorated bonus payment for the plan year 2006. If after the end of the plan year it is determined that based on actual performance, as defined by the Management Incentive Plan, that the actual prorated payment you would receive from the Management Incentive Plan is greater than the prorated target payment you will receive resulting from this agreement, the difference between those amounts will be paid to Executive in each you after the end of the three complete calendar years prior plan year at generally the same time as bonus payments are made to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive;other Management Incentive Plan participants. (c) Payment Continuation of the Executive's monthly COBRA premiums welfare benefits of medical insurance, dental insurance, and group term life insurance for continued health eighteen (18) months following your Separation Date. These benefits shall be provided to you at the same premium cost, and dental insurance at the same coverage level, as are currently in effect. However, in the event the March 24, 2006 Page 2 premium cost and/or level of coverage shall change for the shorter all employees of the following: Company, the cost and/or coverage level, likewise, shall change for you. The continuation of these welfare benefits shall be discontinued prior to the end of the eighteen (i18) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage month period if any required premium is not paid in full on time, you become covered under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's another group health plan; and, you become entitled to Medicare benefits (under Part A, Part B, or both), or the Company ceases to provide any group health plan for its employees. Continuation may also be terminated for any reason the plan providing such coverage would terminate coverage of a participant or an eligible dependent. (d) Outplacement The Company will provide you executive outplacement services for a period of twelve (12) months. Those services will be provided by the outplacement firm of Kensington International and will begin immediately. You will be paid for any unused, accrued vacation, as of your Separation Date. Additionally, you will receive any benefits for which you are fully vested, as of your Separation Date, pursuant to plan provisions. You acknowledge and agree that are customary to Executive's position. Subject to the delivery Company’s provision of the executed Release by Executive, the severance benefits described to you and your signing of this letter agreement and the Waiver and Release Agreement does not in subparagraphs (a) and (b) above shall be paid in cash any way indicate that you have any viable claims against the Company or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on Company has or admits any liability to you whatsoever. You are encouraged to consult with an attorney of your choice, at your own expense, prior to signing a copy of this letter agreement and the first day of Waiver and Release Agreement, and you acknowledge that you have been given at least twenty-one (21) days within which to consider this letter agreement and the calendar month Waiver and Release Agreement. You are further advised that occurs thirty you may revoke the signed Waiver and Release Agreement within seven (307) days after its signing. Any such revocation must be made in writing and be received by me within the Date of Termination; provided that seven (7) day period. All legally required taxes and any monies owed the obligation of the Companies to pay such severance benefits to the Executive Company shall be subject to termination under deducted from the provisions of Section 7 hereof in monies and the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits. The severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver considered or counted as “compensation” for purposes of any of their respective rights under this Agreement. The Executive shall be entitled to the following Company’s welfare or pension benefit plans which provide benefits based, in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if anyany part, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall ceasecompensation.

Severance Benefits. If during you execute and do not revoke this Agreement, and comply with the term terms contained herein, the Company will provide you with the following “Severance Benefits”: (a) The Company will make severance payments to you in the form of this Agreement continuation of your base salary in effect on the Executive leaves Separation Date for nine (9) months following the employment of Separation Date. These payments will be subject to standard payroll deductions and withholdings and will be made on the Companies for Good ReasonCompany’s ordinary payroll dates, as explained in Section 4 beginning with the first regularly scheduled payroll date which occurs at least eight (8) business days following the “Effective Date” of this Agreement, and the Executive signs the release (the "Release") that is attached to and incorporated in this Agreement, the Executive shall receive the following benefits (the "Severance Benefits"): (a) An amount equal to the Executive's annual base salary. The "annual base salary" of the Executive shall be as defined as the Executive's base rate of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination;below. (b) An amount equal If you are eligible for and timely elect to continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or the state equivalent, the Company will reimburse you for the cost of COBRA premiums for you and your eligible dependents, if any, until the earlier of (A) nine (9) months from Separation Date, (B) the ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ August 6, 2025 expiration of your eligibility for the continuation coverage under COBRA, or (C) such time as you become employed by another employer or self-employed through which you are eligible for health insurance (thereafter, you will be responsible for all COBRA premium payments, if any). To receive this reimbursement, you will be required to remit timely payment to the average annual incentive award(s) Company’s COBRA provider and present proof of payment within 10 days, and the Company will process the reimbursement to you in accordance its ordinary expense reimbursement practices. In the event that you become covered under another employer’s group health plan or bonus(es) paid otherwise cease to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years be eligible for COBRA during the Executive's entire period of employment with COBRA Premium Period, you must immediately notify the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, Company in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive;writing. (c) Payment Upon the termination of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for Consulting Period (as defined below), an aggregate of 19,800 shares of Company common stock subject to your February 2025 RSU (as defined below) shall immediately vest, according to the shorter terms of the following: (i) 12 months after the Date Section 5 of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; andthis Agreement. (d) Outplacement services that are customary The Company will reimburse the reasonable and documented costs of an outplacement service used by you (up to Executive's position$10,000 per full or partial calendar year) for a period not to exceed one year following the Separation Date. Subject If you choose not to use such outplacement services, no compensation will be paid to you in lieu thereof. (e) For the period of three (3) months following the Separation Date (the “Consulting Period”), you agree to provide up to twenty (20) hours of support to the delivery Company in all matters relating to the transition of your work and responsibilities on behalf of the executed Release Company by Executivemaking yourself reasonably available during regular business hours. Further, the severance benefits described Company agrees to pay you at an hourly consulting rate of $425.00 for any work, services, and/or support you provide to the Company pursuant to this paragraph in subparagraphs excess of the twenty (a20) hours contemplated above. For the avoidance of doubt, your obligations under this paragraph shall cease upon the expiration of three (3) months following your Separation Date, and (b) above no work, services, and/or support you provide the Company pursuant to this paragraph shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in have any effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance other benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive which you are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights entitled under this Agreement. The Executive You agree that any post-employment services shall be entitled rendered by you as an independent contractor for purposes of all tax laws (local, state and federal) and file forms consistent with that status and that you will be solely responsible to the following in addition to pay any and all local, state, and/or federal income, social security and unemployment taxes. The Company will not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leavewithhold any taxes or prepare W-2 Forms for you, but will provide you with a Form 1099, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plansrequired by law. The Executive shall Company is offering severance to you in reliance on Treasury Regulation Section 1.409A-1(b)(9) and the short term deferral exemption in Treasury Regulation Section 1.409A-1(b)(4). Any payments made in reliance on Treasury Regulation Section 1.409A-1(b)(4) will be made not be entitled later than December 31, 2026. For purposes of Code Section 409A, your right to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall cease.be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ August 6, 2025 Page 3 of 13

Severance Benefits. In addition, under the terms and conditions as detailed below, the Company will provide you additional payments and benefits, which you acknowledge are payments and benefits to which you are otherwise not entitled, if you sign and submit the release contained in Exhibit A (the “Release”) (within the required time period described in the “Decision Period” section below) and do not thereafter revoke it. Please carefully read and consider the provisions of this Agreement. If during you do not sign the term Release within the required time period, or if you later revoke the Release, you will not receive the additional payments and benefits described below. The Release contained in Exhibit A hereto is an integral part of this Agreement. For purposes of clarity, you should understand that the payments and benefits provided under this section of this Agreement are contingent upon executing of a release in the Executive leaves the employment form of Exhibit A. In exchange for your timely execution of the Companies for Good Reason, as explained in Section 4 of this AgreementRelease, and allowing such Release to become effective without thereafter revoking it, the Executive signs Company will provide you the release following (the "Release"“Severance Benefits”): · The Company will provide you with a lump sum payment of $300,000 which is equal to approximately twelve (12) that is attached months of your current regular base pay (the “Severance Payment”). The Severance Payment will be reduced by required withholdings and deductions. In addition, to and incorporated in this Agreementthe extent allowed under the law, the Executive shall receive Severance Payment will be further reduced by any amount that you are obligated to pay to (1) the Company pursuant to any relevant Company policy (as to which no amounts are owed) and/or (2) to any third party pursuant to the terms of the Company Corporate Card Program, if applicable. Your Severance Payment will be paid to you in a lump sum six (6) months following benefits (your Separation Date, provided that you have signed the "Severance Benefits"): (aRelease and did not revoke it. As your active service as an employee will end on your Separation Date, this payment is not eligible for deferrals in the Company’s 401(k) An amount plan. · The Company will provide you with a lump sum payment of $313.20 which is equal to the Executive's annual base salary. The "annual base salary" twelve (12) months of the Executive shall be defined as the basic life insurance and AD&D premium applicable to Executive's base rate of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years ’s basic life insurance coverage immediately prior to the Separation Date. It will be paid within 30 days after your Separation Date. You may at your option convert your basic life insurance coverage to an individual policy after the Separation Date of Termination (but not including in such average calendar year 2000) orby completing the forms required by the Company for this purpose. · The Company will pay, when due and payable under the Annual Bonus plan, the pro rata portion, if shorterany, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of your Annual Bonus (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated prorated based on the value of period from January 1 through the stock as Separation Date) within 30 days of the date the stock was awarded to the Executive as Company pays annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leavebonuses, if any, on Date under the 2012 Rosetta Stone Executive Bonus Plan, using the same percentage attainment of Termination in accordance target bonus as applies to the other non-sales executive officers who remain employed with the then Company. · Upon separation you will have the opportunity to continue your current policy health benefits coverage under Company’s group health plans through COBRA. If you timely elect to enroll to continue such coverage under COBRA, the Company shall pay for up to twelve (12) months, on an after tax basis, at the same coverage levels (including covered dependents, if applicable) and premiums costs as in effect on your Separation Date. Following the twelve (12) months of coverage, you will be responsible for all future premium payments should you wish to continue your COBRA coverage. However, if you or your spouse becomes eligible for group health coverage sponsored by another employer or for any other reason your COBRA coverage terminates, the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive Company shall not be entitled obligated to receive Severance Benefits if employment with pay any portion of the Companies is terminated by reason premiums provided hereunder for periods after you become eligible for such other coverage or your COBRA coverage terminates. · The Company shall provide the services of death of Executivea professional outplacement and counseling firm, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment designated by the Executive without Good Reason Company and at its expense, for twelve (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation 12) months to seek or accept assist you in securing other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall ceasefollowing your Separation Date.

Severance Benefits. If during If, at any time, (i) the term Company terminates your employment without Cause, other than as a result of this Agreement the Executive leaves the your death or disability or (ii) you terminate your employment of the Companies for Good Reason, as explained in Section 4 of this Agreement, and the Executive signs the release (the "Release") that is attached to and incorporated in this Agreement, the Executive then you shall receive the following severance benefits (the "“Severance Benefits"): (a) An amount equal to the Executive's annual base salary. The "annual base salary" of the Executive shall be defined as the Executive's base rate of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of ”): (i) amount twelve (12) months of cash awards or bonusesyour base salary in effect on the effective date of termination (the “Termination Date”), plus less applicable taxes and withholdings, paid in substantially equal installments on Bioventus’ regular payroll schedule beginning on the 60th day following the Termination Date and continuing for twelve (12) months; (ii) one hundred percent (100%) of your target Annual Bonus, paid on or about 60 days following the value of stock awardsTermination Date (iii) If you timely elect continued coverage under federal COBRA laws or comparable state insurance laws (“COBRA”), in each case accrued by then the Companies for Company shall pay the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health necessary to continue your medical and dental insurance coverage in effect for yourself and your eligible dependents on the termination date for the shorter first twelve (12) months of such coverage (provided that such COBRA reimbursement shall terminate on such earlier date as you are no longer eligible for COBRA coverage or you become eligible for group health insurance benefits through a new employer). Your receipt of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs Severance Benefits is conditional upon (a) your continuing to comply with your obligations under your Proprietary Information Agreement; and (b) above your delivering to Bioventus within 45 days following the Termination Date (and not revoking) an effective, general release of all known and unknown claims in favor of Bioventus in the form attached as Exhibit B. Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payment of the benefits set forth herein shall either be exempt from the requirements of Section 409A of the Code (“Section 409A”) or shall comply with the requirements of such provision. After the Termination Date, you shall have no duties or responsibilities that are inconsistent with having a “separation from service” (within the meaning of Section 409A) as of the Termination Date and, notwithstanding anything in the Agreement to the contrary, distributions upon termination of employment of nonqualified deferred compensation may only be made upon a “separation from service” (as determined under Section 409A) and such date shall be the Termination Date for purposes of this Agreement. Each payment under this Agreement or otherwise shall be treated as a separate payment for purposes of Section 409A. In no event may you, directly or indirectly, designate the calendar year of any payment to be made under this Agreement which constitutes a “nonqualified deferral of compensation” (within the meaning of Section 409A) and to the extent an amount is payable within a time period, the time during which such amount is paid shall be in the discretion of Bioventus. To the extent that any reimbursements are taxable to you, any such reimbursement payment due to you shall be paid in cash to you on or good funds in equal monthly installments during before the period that the covenants set forth in Section 7 shall be in effect commencing on the first last day of the calendar month that occurs thirty (30) days after year following the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans taxable year in which the Executive related expense was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plansincurred. The Executive shall reimbursements are not be entitled subject to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect liquidation or exchange for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment another benefit and shall not be required to mitigate the amount of such reimbursements that you receive in one taxable year shall not affect the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, amount of such reimbursements that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall ceaseyou receive in any other taxable year.

Severance Benefits. If during the term of this Agreement Company terminates the Executive leaves the Participant's employment of the Companies for Good Reason, without "Cause" (as explained in Section 4 of this Agreement, defined below) (and the Executive signs the release (the "Release") that is attached to and incorporated in this Agreement, the Executive shall receive the following benefits (the "Severance Benefits"): (a) An amount equal to the Executive's annual base salary. The "annual base salary" of the Executive shall be defined as the Executive's base rate of compensation in effect as of the Date of Termination, but in no event less other than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of Participant's death or disability) or the Participant terminates employment with Good Reason (each, a "Qualifying Termination"), the Company or its successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs shall: (a) and (b) hereof by depositing make a payment to the Participant in escrow an amount equal to the sum product of the amounts payable to the Executive thereunder Participant's Base Salary, multiplied by ___________________(B) (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow AgentSeverance Amount"). The Escrow Funds shall be , payable as a lump sum as soon as practicable (but in no event later than 30 days) after the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree Qualifying Termination; and (b) continue to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds provide welfare benefits to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits Participant under the Companies' employee Company's medical, dental, vision, life insurance and disability benefit plans in which for a period of ____________ (B) following the Executive was a participant on Date of Participant's Qualifying Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be Participant must continue to pay the monthly medical and life insurance contributions (if any) paid by active employees of the Company for this coverage to remain in effect. If the Participant is unable to continue participating in the Company's benefit plans due to the provisions of the documents governing such plans or any other reason, the Company will reimburse the Participant for his expenses in obtaining comparable benefit coverage. Notwithstanding the foregoing, coverage under any qualified retirement plan and (except as otherwise required by law) coverage under any cafeteria plan, dependant care spending account or health care spending account will cease upon any termination of employment, whether or not a Qualifying Termination. The Company may satisfy a portion of its obligations by reimbursing and/or paying the Participant's applicable COBRA premium with respect to notify any such plans. The Company may require the Companies if health benefit continuation period required under the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided requirements of Section 4980B of the Internal Revenue Code of 1986, as amended, and Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended, to run concurrently with the benefit continuation period hereunder. The Company's obligations under this Agreement clause (b) shall ceasecease once the Participant is eligible for comparable coverage from a subsequent employer. (c) For purposes of this Agreement, "Cause" means (1) the Participant's engaging in fraud, embezzlement, misconduct or any act of dishonesty with respect to the Company or its affiliates, (2) the Participant's habitual drug or alcohol use which impairs the ability of the Participant to perform his duties with the Company or its affiliates, (3) the Participant's indictment with respect to, conviction of, or plea of guilty or no contest to, any felony, or other comparable crime under applicable local law (except, in any event, for motor vehicle violations not involving personal injuries to third parties or driving while intoxicated), or the Participant's incarceration with respect to any of the foregoing that, in each case, impairs the Participant's ability to continue to perform his duties with the Company and its affiliates, or (4) the Participant's material breach of any written employment agreement or other agreement between the Company and the Participant, or of the Kaiser Aluminum & Chemical Corporation Code of Business Conduct, or ▇▇▇▇▇re by the Participant to substantially perform his or her duties for the Company which remains uncorrected or reoccurs after written notice has been delivered to the Participant demanding substantial performance and the Participant has had a reasonable opportunity to correct such breach or failure to perform.

Severance Benefits. If during (a) Termination by the term of this Agreement the Executive leaves the employment of the Companies Company without Cause; Termination Due to Death or Disability; Resignation for Good Reason, Prior to a Change in Control. If at any time prior to a Change in Control, or more than thirteen (13) months after a Change in Control, the Company terminates your employment without Cause, or your employment terminates due to your death or permanent disability, or you resign for Good Reason, and provided such termination constitutes a “separation from service” (as explained defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and if such termination occurs more than 90 days after your Start Date, then subject to your obligations below, the Company will provide you the following severance benefits: (i) the Company will make severance payments to you in the form of salary continuation payments for a period of twelve (12) months at the rate of your base salary in effect as of your termination date, less required and designated payroll deductions and withholdings; and (ii) if you timely elect continued health insurance coverage under COBRA, the Company will reimburse you the cost of your COBRA premiums to continue your coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the Separation Date and ending on the earliest to occur of: (x) twelve (12) months after your termination (y) the date you become eligible for group health insurance coverage through a new employer; or (z) the date you cease to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event you become covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, you must immediately notify the Company in writing of such event. (b) Termination by the Company without Cause; Resignation for Good Reason, Following a Change in Control. If at any time within thirteen (13) months after a Change in Control, the Company terminates your employment without Cause, or you resign for Good Reason, and provided such termination constitutes a Separation from Service, then subject to your obligations below, the Company will provide you with the following severance benefits: October 28, 2019 (i) continuation payments for a period of eighteen (18) months at the rate of your base salary in effect as of your termination date, less required and designated payroll deductions and withholdings; (ii) if you timely elect continued health insurance coverage under COBRA, the Company will reimburse you for your COBRA Premiums through the period (the “CIC COBRA Premium Period”) starting on the Separation Date and ending on the earliest to occur of: (x) eighteen (18) months after your termination (y) the date you become eligible for group health insurance coverage through a new employer; or (z) the date you cease to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event you become covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the CIC COBRA Premium Period, you must immediately notify the Company in writing of such event; and (iii) Notwithstanding the terms of the Company’s Cash Bonus Plan that require your continued employment through the determination date of payment of an earned cash bonus, you will be entitled to receive 150% of your Target Bonus for the year of your termination based on full achievement (but no over-achievement) of the Company’s performance targets then in effect under the Cash Bonus Plan. (iv) the vesting of any then-outstanding stock options/awards as of your termination date shall be accelerated in full as of your termination date. (v) For purposes of clarity, if you receive severance benefits under this section 6(b), you shall not be eligible for severance benefits under section 6(a). (c) The severance benefits described above are conditional upon (a) your continuing to comply with your obligations under your Proprietary Information Agreement, including the non- competition and non-solicitation provisions thereof; (b) your delivering to the Company an effective, general release of claims in favor of the Company in a form acceptable to the Company within 30 days following your Separation from Service; and (d) if requested by the Company to confirm your Board resignation pursuant to Section 4 5 of this Agreement, and if you are a member of the Executive signs Board, your resignation from the release Board, to be effective no later than the date of your termination date (or such other date as requested by the "Release") that is attached to and incorporated in this Agreement, the Executive shall receive the following benefits (the "Severance Benefits"): (a) An amount equal to the Executive's annual base salaryBoard). The "annual base salary" of the Executive shall be defined as the Executive's base rate of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall salary continuation payments will be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall Company’s regular payroll schedule and will be subject to termination under applicable tax withholdings over the provisions period outlined above following the date of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold your Separation from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwiseService; provided, however, that no payments will be made prior to the Executive shall be required 30th day following your Separation from Service. On the 30th day following your Separation from Service, the Company will pay you in a lump sum the salary continuation payments that you would have received on or prior to notify such date under the Companies if original schedule but for the Executive becomes covered by a health or dental care program providing substantially similar coveragedelay while waiting for the 30th day in compliance with Section 409A of the Internal Revenue Code of 1986, at which time health or dental care as amended (the “Code”) and the effectiveness of the release, with the balance of the salary continuation coverage provided under this Agreement shall ceasepayments being paid as originally scheduled.

Severance Benefits. If during In the term event of this Agreement a Severance Event, the Executive leaves Company shall pay you severance equal to the employment of the Companies following: (i) an amount equal to your base salary for Good Reason, as explained a 12 month period based on your base salary rate in Section 4 of this Agreement, and the Executive signs the release effect immediately prior to a Change-in-Control (the "ReleaseSeverance Salary"); (ii) a bonus equal to the greater of (x) the bonus paid to you for the full fiscal year immediately prior to a Change-in-Control and (y) the bonus that is attached to you have accrued for the fiscal year in which the Change-in-Control has occurred, with such amount being annualized (the "Severance Bonus"); and incorporated (iii) an amount, grossed up for federal, state and local taxes, in this Agreementlieu of one year of participation in the Company's life, the Executive shall receive the following benefits long-term disability and health insurance plans, as described further below (the "Severance Benefits"): (a) An amount equal ). The payments are not subject to mitigation or any right of set-off. In addition you will be paid for accrued, but unused vacation time up to the ExecutiveCompany's annual base salarymaximum permitted accrual of six weeks. The "annual base salary" of Further, all unvested options shall immediately vest and the Executive period to exercise all options held by you shall be defined as the Executive's base rate remaining term of compensation in effect as each option regardless of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued any shorter periods provided for by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement Stock Option Plan as a result of the failure termination of your employment. Following a successor Severance Event of the type described in (herein definedi) of the first paragraph above, that is, a severance without Cause, the Severance Salary shall be paid in even installments on a bi-weekly basis for a period of 12 months from your date of termination. Following a Severance Event of the type described in (ii) of the first paragraph above, that is, a severance based upon a Resignation for Good Reason, the Severance Salary shall be paid in even installments on a bi-weekly basis, over the shorter of the following periods: (a) a period of 12 months ending on or before a date 2 and 1/2 months after the end of your year of termination, or (b) if less than 12 months, a period from your date of termination to assume this Agreement as required in Section 9 2 and 1/2 months after the end of this Agreementyour year of termination. The Companies Severance Bonus and Severance Benefits amounts shall withhold be paid in a lump sum within two (2) business days from any amounts payable under this Agreement all the date of your termination. Recognizing that such amount is subject to income and other taxes, the Severance Benefits payment shall include an amount equal to the amount of federal, state, city or other and local income and employment taxes that you incur as a result of the Severance Benefits payment or any additional tax gross-up payment on such payment. The Severance Benefits payment shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable Health Care Payment, the Life Insurance Payment and the Disability Insurance Payment, all as described below, plus the foregoing tax gross-up. The Health Care Payment is an amount equal to 12 times the monthly premium amount charged by the Company for COBRA continuation coverage under the health care option in which you are enrolled at the time of your Severance Event. To receive coverage under the Company's health insurance plans, you must elect to receive COBRA coverage and remit the appropriate payment to the Executive thereunder Company as per the policy of the Company. The Company's group term life insurance policy provides you with $500,000 of coverage and, upon termination, offers you the opportunity to convert to Whole Life (subject to acceptance by the insurer). The Life Insurance Payment is an amount equal to 12 times the monthly premium for one of the following, as you elect: (i) a Whole Life conversion policy through the Company's group life insurer (subject to acceptance by the insurer); (ii) an existing life insurance policy or policies that you may currently have in place; or (iii) a new term life insurance policy. The Company will pay only that pro-rated portion of the premium that represents coverage equal to your coverage under the group life insurance plan as of the date of this Amendment, that is, $500,000. The Company's long-term disability insurance plan provides you with coverage of 60% of monthly earnings (but not more than $10,000, which amount may be reduced by deductible sources of income and disability earnings) after a 26 weeks elimination (waiting) period, and the insurer offers you a portable policy after termination. The Disability Insurance Payment is an amount equal to 12 times the monthly premium for one of the following, as you elect: (i) a portable long-term disability policy through the Company's insurer (subject to acceptance by the insurer); (ii) an existing long-term disability insurance policy or policies that you -2- may currently have in place; or (iii) a new personal long-term disability insurance policy obtained through other than the Company's insurance policy. The Company will pay only that pro-rated portion of the premium that represents coverage equal to your coverage under the group long-term disability insurance plan as of the date of this Amendment. The Severance Salary, Severance Bonus and Severance Benefits provided hereunder as a result of a Severance Event described in clause (i) of the first paragraph of this letter, that is, a severance without "Cause", are intended to comply with the exemption from Section 409A of the Internal Revenue Code of 1986, as amended (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow AgentCode"), for involuntary separation arrangements set forth in Proposed Treasury Regulation Section 1.409A-1(b)(9). The Escrow Funds Accordingly, with respect to severance without "Cause" and notwithstanding any other provision hereof, (i) no amount shall be payable to you hereunder in such event unless your termination of employment constitutes a separation from service within the property meaning of Section 409A of the Companies and Code, (ii) the amount payable to you hereunder in such event shall be held, invested and distributed by Escrow Agent in accordance with not exceed two times the following provisions. At the time lesser of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (A) your annual compensation (as defined in Treasury Regulation Section 7 hereof1.415(d)(2). The monthly installments shall be distributed ) for services provided to the Executive on Company as an employee for the first day of each calendar month year preceding the calendar year in which such separation from service occurs, or (B) the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive maximum amount that the Severance Benefits payable to Executive are subject to termination may be taken into account under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed qualified plan pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure 401(a)(17) of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leaveCode for such year, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under no payment may be made to you hereunder in such event later than December 31 of the Companies' employee benefit plans second calendar year following the calendar year in which such separation from service occurs. The Company shall indemnify you and hold you harmless, on an after-tax basis, from any taxes, costs, expenses, penalties, fines, interest or other liabilities that result from the Executive was a participant on Date application of TerminationSection 409A of the Code in connection with payments you receive under this Amendment, which vested benefits shall be paid or provided for in accordance as long as you have complied with the terms of said employee benefit plansthis Amendment. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted Any such payments made under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive this Section shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by made on a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall ceasegrossed-up basis.

Severance Benefits. If during you meet the term conditions set forth in Section 3(c)(i), you shall be entitled to receive: (1) Continuation of this Agreement the Executive leaves the employment of the Companies your then-current base salary (as determined without giving effect to any reduction in base salary that would give rise to your right to resign for Good Reason), as explained in Section 4 less required deductions and withholdings, for a period of this Agreementone year after your employment termination date, and payable on the Executive signs the release (the "Release") that is attached to and incorporated in this Agreement, the Executive shall receive the following benefits (the "Severance Benefits"): (a) An amount equal to the Executive's annual base salary. The "annual base salary" of the Executive shall be defined as the Executive's base rate of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of TerminationCompany’s regular payroll dates; (b2) An amount equal Your Target Bonus, less required deductions and withholdings, for the year in which your employment terminates; (3) The Company will pay your COBRA health insurance premiums sufficient to maintain your then-current coverage for a period of one year following termination of employment, provided that you timely elect COBRA, continue to be eligible for COBRA during such time period and do not become eligible for health insurance benefits through another employer. You agree to promptly notify the average annual incentive award(s) or bonus(es) paid to Executive Company in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, writing if shorter, in each of the complete calendar years you become eligible for health insurance benefits through another employer during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensationtime you are receiving Severance Benefits. Notwithstanding the foregoing, if the Executive's actual total annual incentive awards or bonuses Company determines, in its sole discretion, that it cannot provide the foregoing COBRA subsidy without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall be calculated excluding the value of options to purchase stock which may have been awarded instead provide you with a taxable monthly payment equal to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executivesubsidy, the severance benefits described in subparagraphs (a) and (b) above which shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 regardless of whether you elect COBRA coverage, shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof commence in the event month following the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable month in lump sum by the Companies upon which you incur a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold Separation from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period Service (as defined in Section 7 hereof). The monthly installments 4(c) below) and shall be distributed to the Executive end on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance earlier of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept date you obtain other employment and shall not be required to mitigate the amount one year anniversary of your Separation from Service; and (4) Full acceleration of the Severance Benefits provided under vesting and exercisability, if applicable, of all of your then outstanding equity awards, which includes any equity awards granted to you prior to or following the Agreement by seeking employment or otherwiseEffective Date, in each case effective as of your last date of employment; provided, however, that the Executive foregoing shall be required not apply with respect to notify the Companies Incentive Equity Option and Incentive Equity RSUs. With respect to the Incentive Equity Option and Incentive Equity RSUs, such equity awards shall vest pursuant to their terms, if at all, replacing the Executive becomes covered by “weighted average stock price of the Company’s Common Stock during the immediately preceding 90-day period” with the price (or value) per share of the Company’s Common Stock payable in the Change in Control. To the extent necessary to give effect to the intent of the foregoing provision, notwithstanding anything to the contrary set forth in your equity award agreements or the applicable equity incentive plan under which such equity award was granted that provides that any then unvested portion of your equity award will immediately expire upon your termination of employment, no unvested portion of your equity award shall generally terminate any earlier than three (3) months following any termination of your employment that is a health termination without Cause or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall ceaseGood Reason resignation that occurs prior to a Change in Control.

Severance Benefits. If during the term If, within two years after a ------------------ Change of this Agreement the Executive leaves the employment Control (as defined above) of the Companies Company, you are discharged without Cause or resign for Good ReasonReason (as defined below), the Company shall: (i) pay to you within ten business days following the Date of Termination (as defined below) a lump sum severance benefit equal to (A) the greater of three times (1) your annual salary, including deferrals, as explained in Section 4 of this Agreement, and the Executive signs the release (the "Release") that is attached to and incorporated in this Agreement, the Executive shall receive the following benefits (the "Severance Benefits"): (a) An amount equal effect immediately prior to the Executive's Change of Control, or (2) your annual base salary. The "annual base salary" of the Executive shall be defined salary including deferrals, as the Executive's base rate of compensation in effect as of on the Date of Termination, but plus (B) the greater of (1) three times the average of the prior three years' annual incentive compensation award earned by you under the EnergyNorth, Inc. Key Employee Performance and Equity Incentive Plan (the "Incentive Plan") or (2) three times your "target" level of incentive compensation, for the year in no event less than which the Executive's base Date of Termination falls, under the Incentive Plan, plus (C) interest on any delayed payment at the rate of compensation in effect as 150% of the end Prime Rate as posted by BankBoston or any successor entity thereto; (ii) pay to you within ten business days following the Date of Termination an additional lump sum severance benefit equal to the amount of the last calendar quarter preceding annual incentive compensation award, at the "target" level of incentive compensation for the year in which the Date of Termination falls, under the Incentive Plan, multiplied by a fraction, the numerator of which shall be the number of days in the Incentive Plan Year in which the Date of Termination takes place through and including the Date of Termination;, and the denominator of which shall be 365, plus interest on any delayed payment at the rate of 150% of the Prime Rate as posted by BankBoston or any successor entity thereto; and (biii) An amount equal continue to the average annual incentive award(s) or bonus(es) paid provide to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) oryou, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after thirty-six month period following the Date of Termination; , all health, dental, vision and life insurance benefits (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow FundsWelfare Benefits") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive any and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to all qualified and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' non-qualified employee benefit plans in which the Executive was you were a participant on the Date of Termination, which vested benefits as if you continued to be employed by the Company during such thirty-six month period. Any and all Welfare Benefits based on or with reference to your base salary shall be paid or provided for in accordance with calculated based upon the terms of said employee benefit plans. The Executive compensation determined pursuant to Section 5(a)(i), and to the extent that any such Welfare Benefits shall not be entitled payable or provided to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted you under a retirement plan as then in effect for the Companiesany plan, the Executive having reached Company shall pay or provide such Welfare Benefits to you on an individual basis. If the age Company for any reason is unable to continue the Welfare Benefits on an individual basis, then the Company shall pay to you within ten business days following the Date of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by Termination a lump sum cash amount equal to the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount present value of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall ceaseWelfare Benefits.

Severance Benefits. If during In the term event of this Agreement your involuntary termination by the Executive leaves Company without Cause, or your termination of employment with the employment of the Companies Company for Good Reason, as explained and subject to (A) your signing, dating, returning to the Company and allowing to become effective a general release of all known and unknown claims in Section 4 favor of this Agreementthe Company and its officers, directors, shareholders, employees, agents and successors, and the Executive signs the release (the "Release"B) that is attached your agreement to seek diligently a new position of comparable responsibility and incorporated in this Agreementcompensation, the Executive shall then you will receive the following as your sole severance benefits (the "“Severance Benefits"): ”): (ai) An amount equal to severance pay in the Executive's annual form of continuation of your base salary. The "annual base salary" of the Executive shall be defined as the Executive's base rate of compensation salary in effect as of the Date of Terminationemployment termination date for nine (9) months, but less applicable withholding taxes, payable in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment accordance with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonusesCompany’s normal payroll practices, plus (ii) if you timely elect continued group health insurance coverage under federal COBRA law or applicable state insurance laws (collectively, “COBRA”), then the value Company shall pay the COBRA premiums necessary to continue your medical insurance coverage in effect for yourself and your eligible dependents on the employment termination date for a period of stock awards, in each case accrued by the Companies nine (9) months following your termination (provided that such COBRA payments shall terminate on such earlier date as you are no longer eligible for the account of the Executive as performance based compensation (whether or not deferred) during the applicable yearCOBRA coverage). The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: salary continuation payments described in clause (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall will be paid in cash or good funds in substantially equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be Company’s regular payroll schedule and subject to termination under standard deductions and withholdings over the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor nine (herein defined9) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the month period following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwiseyour termination; provided, however, that no payments will be made prior to the Executive effective date of the release of claims. On the first payroll pay day following the effective date of the release of claims, the Company will pay the salary continuation payments that you would have received on or prior to such date in a lump sum under the original schedule but for the delay in the effectiveness of the release of claims, with the balance of the cash severance being paid as originally scheduled. Each such installment will be deemed a separate “payment” for purposes of Section 409A of the Internal Revenue Code. Notwithstanding the foregoing, all Severance Benefits shall be required cease under this Section 5 upon your commencement of employment or a full-time consulting relationship with another company or other employer. You agree to notify the Companies if Company in writing during the Executive becomes covered by nine-month period following the date of your employment termination of your commencement of employment or a health or dental care program providing substantially similar coverage, at which full-time health or dental care continuation coverage provided under this Agreement shall ceaseconsulting relationship.

Severance Benefits. If during The Company will provide you with the term of this Agreement following severance benefits: (a) Pursuant to the Executive leaves Severance Plan, and subject to the employment terms and conditions of the Companies Severance Plan, you will receive severance pay in the form of a continuation of your Base Salary (as defined in the Severance Plan) for Good Reason, as explained in Section 4 of this Agreement, and the Executive signs the release twenty (20) months (the "ReleaseContinuation Period") that is attached to and incorporated in this Agreement, following the Executive shall receive the following benefits Separation Date (the "Severance BenefitsPayments"): ). The Severance Payments will be made on the Company's normal payroll schedule, and will be subject to standard payroll deductions and withholdings and reduced by the amount of any withholding obligation arising under and pursuant to Section 4(b). In addition, in the event of a Change in Control (adefined in Section 6(c)(ii)) An amount of the Company in which the obligation to continue to provide the Severance Payments is not assumed by an acquiring entity, the Company will pay you a lump sum payment equal to the Executive's annual base salary. The "annual base salary" total amount of the Executive shall be defined as the Executive's base rate of compensation in effect as of the Date of Terminationremaining unpaid Severance Payments, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Terminationsubject to any amounts withheld pursuant to this paragraph; (b) An amount equal Pursuant to the average annual incentive award(s) or bonus(es) Severance Plan, and provided that you timely elect continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Company shall pay the portion of premiums of your group medical, dental and vision coverage, including coverage for your eligible dependents, that the Company paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) orSeparation Date, if shorter, in each of for the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of shorter of: (i) amount of cash awards the Continuation Period; or bonuses, plus (ii) the value of stock awards, in each case accrued by period during which you and/or your dependents remain eligible for COBRA continuation coverage under the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable yearCompany's health care plan. The value of stock awarded Notwithstanding anything to the Executive contrary above, no such premium payments shall be calculated based on the value of the stock as of made following the date that you become eligible for coverage by a medical, dental or vision insurance plan of a subsequent employer. You are required to notify the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoingCompany immediately if you become eligible for coverage under a medical, the Executive's actual total annual incentive awards dental or bonuses shall be calculated excluding the value vision insurance plan of options to purchase stock which may have been awarded to the Executive;a subsequent employer; and (c) Payment of All stock option grants issued to you by the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall Company will be subject to termination under the provisions accelerated vesting such that fifty percent (50%) of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement all shares unvested as a result of the failure of a successor (herein defined) to assume this Agreement Separation Date will be vested and exercisable effective as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be heldSeparation Date, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: any other already vested shares (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall Your Restricted Stock Award does not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided qualify for accelerated vesting under this Agreement shall ceaseSection 5(c).

Severance Benefits. If during your employment is terminated by the term of this Agreement the Executive leaves the employment of the Companies Company without Cause or by you for Good Reason, as explained in Section 4 of this Agreement, and the Executive signs the release (the "Release") that is attached to and incorporated in this Agreement, the Executive Company shall receive have the following benefits (the "Severance Benefits"):obligations: (a) An amount equal to the Executive's annual base salary. The "annual base salary" of the Executive shall be defined as the Executive's base rate of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to Company will pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow you an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds"A) with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base your annual salary as of the Termination Date, plus (B) your annual target bonus as of the Termination Date, provided that, if your termination occurs either in contemplation of a Change in Control or at any time within twelve (12) months following a Change in Control, the Company shall instead pay you an amount equal to two times the sum of (A) your annual salary as of the Termination Date, plus (B) your annual target bonus as of the Termination Date. (b) In addition, the Company will pay you any bonus earned but unpaid in respect of any fiscal year preceding the Termination Date. The Company will also pay you a bonus in respect of the fiscal year in which the Termination Date occurs, as though you had continued in employment until the payment of Termination; bonuses by the Company to its senior management for such fiscal year, in an amount equal to the product of (A) the lesser of (x) the bonus that you would have been entitled to receive based on actual achievement against the stated performance objectives or (y) the bonus that you would have been entitled to receive assuming that the applicable performance objectives for such fiscal year were achieved at “target”, and (B) a fraction (i) the numerator of which is the number of days in such fiscal year through Termination Date and (ii) accrued vacation and sick leavethe denominator of which is 365; provided that, if anyyour termination occurs at any time within twelve (12) months following a Change in Control (or during the six months prior to a Change in Control if such termination was in contemplation of, on Date of Termination and directly related to, the Change in accordance with Control), then in the then current policy foregoing calculation the amount under (A) shall be equal to (y). Any bonus payable to you under this Section 8(b) shall be paid in no event later than March 15 of the Companies calendar year following the calendar year in which the Termination Date occurs. ▇▇▇▇▇ ▇▇▇▇▇ (c) The Company will provide you (and your dependents) with continued coverage under any health, medical, dental or vision program or policy in which you were eligible to participate at the time of your employment termination for 12 months following such termination on payment terms no less favorable to you and your dependents (including with respect to terminated employees generally; and payment for the costs thereof) than those in effect immediately prior to such termination (iiiit being understood that such programs or policies shall remain subject to change from time to time); (d) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date The Company shall provide outplacement services through one or more outside firms of Terminationyour choosing up to an aggregate of $20,000, which vested services shall extend until the earlier of (i) 12 months following the termination of your employment or (ii) the date that you secure full time employment. (e) Notwithstanding anything herein to the contrary, the Company shall have no obligation to pay or provide any of the severance benefits shall be paid or provided for by Section 8 of this letter agreement and shall have no obligations to you in accordance with respect of the terms termination of said employee benefit plansyour employment save and except for obligations that are expressly established by applicable employment standards legislation unless you execute and deliver, within 60 days of the date of your termination, and do not revoke, a general release in a form reasonably satisfactory to the Company and any revocation period set forth in the release has lapsed. The Executive shall not be entitled Subject to receive Severance Benefits if employment with the Companies is terminated by reason provisions of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the CompaniesSection 11(b), the Executive having reached Company shall pay all cash severance benefits due within 10 business days following the age satisfaction of mandatory retirement (if such requirement then exists for bona fide executives); or Disability all of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by conditions set forth in the Companies with Cause (herein defined)preceding sentence. The Executive shall be under no duty or obligation to seek or accept other employment and You shall not be required to mitigate the amount of the Severance Benefits any severance payment provided for under the Agreement this letter by seeking other employment or otherwise; providedotherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to you in any subsequent employment, however, except that the Executive benefit continuation described in Section 8(c) may be reduced by the Company to the extent that you obtain replacement coverage following the Date of Termination. (f) Notwithstanding anything herein to the contrary, in no event shall the timing of your execution of the general release, directly or indirectly, result in you designating the calendar year of payment, and if a payment that is subject to execution of the general release could be made in more than one taxable year, payment shall be required to notify made in the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall ceaselater taxable year.

Severance Benefits. If during (a) In exchange for the term of this Agreement the Executive leaves the employment of the Companies for Good Reason, as explained promises set forth in Section 4 of this Agreement, and provided you execute and do not rescind your assent to this Agreement under Section 3(e)(viii), the Executive signs Company agrees to pay or provide you the release following (collectively Section 2(i)-(iv) the “Non-CIC Severance Benefits”), subject to all applicable withholdings and deductions: (i) The Company will pay severance pay in the form of continuation of your current Base Salary for fifteen (15) months (the "Release") “Non-CIC Severance”), paid in substantially equal installments on the Company’s regular payroll schedule following the Separation Date, subject to standard deductions and withholdings; provided, however that is attached to and incorporated in this Agreement, the Executive shall receive the following benefits (the "Severance Benefits"): (a) An amount equal to the Executive's annual base salary. The "annual base salary" no portion of the Executive shall Non-CIC Severance will be defined as the Executive's base rate of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Effective Date, and any such payments that are otherwise scheduled to be made prior to the Effective Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of shall instead accrue and be made on the complete calendar years during first regular payroll date following the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus Effective Date. (ii) Provided you or your covered dependents, as the value of stock awardscase may be, timely elect continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) under the Company’s group health plans following such termination, the Company will pay the COBRA premiums to continue your (and your covered dependents, as applicable) health insurance coverage in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based effect on the value of Separation Date until the stock as of earliest of: (x) fifteen (15) months following the Separation Date; (y) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; and (z) the stock was awarded date you cease to be eligible for COBRA, including plan termination (such period from the Executive as annual incentive compensationtermination date through the earlier of (x)-(z), (the “Non-CIC COBRA Payment Period”)). Notwithstanding the foregoing, if at any time the Executive's actual total annual incentive awards or bonuses Company determines that its payment of COBRA premiums on your behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such premiums pursuant to this Section, the Company shall be calculated excluding pay you on the value last day of options to purchase stock which may have been awarded each remaining month of the Non-CIC COBRA Payment Period, a fully taxable cash payment equal to the ExecutiveCOBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of the Non-CIC COBRA Payment Period. Nothing in this Agreement shall deprive you of your rights under COBRA or ERISA for benefits under plans and policies arising under your employment by the Company; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by ExecutiveThe Company will pay you $210,600, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum bonus (under Section 2.2 of your Employment Agreement) that you are eligible to receive during calendar year 2023 assuming that the Company achieved 100% of the amounts payable to performance targets established by the Executive thereunder (Board for 2023, prorated at 75% on the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets basis of more than $1,000,000,000) as escrow agent (the "Escrow Agent")a 365-day year. The Escrow Funds shall be Company will pay the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement bonus in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies lump sum less applicable withholdings and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreementdeductions, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day regular payroll date following the Effective Date. (iv) Notwithstanding the terms of each calendar any equity plan or award agreement to the contrary, the unvested portion of all time-based equity awards outstanding on Separation Date that would have vested over the twenty-four (24) month in period following the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If Separation Date had you remained continuously employed by the Company delivers written notice to the Escrow Agent during such period will be automatically vested and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary exercisable as of the Date of Termination; (ii) accrued vacation and sick leaveSeparation Date, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that pursuant to the Executive shall terms of the Waiver Agreement signed by you on June 8, 2023, the vesting of the shares subject to the option awarded to you June 8, 2023 will not be required accelerated. Appendix A sets forth the number of shares subject to notify each outstanding equity award that will be vested as a result of this Section. (b) Your ability to receive the Companies if Non-CIC Severance Benefits pursuant to this Section is further conditioned upon you: (w) returning all Company property (which the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided Company acknowledges to its knowledge has been done); (x) complying with your post-termination obligations under this Agreement and the Employee Confidential Information and Inventions Assignment Agreement dated May 30, 2019 entered into between you and the Company (the “Confidential Information Agreement”), including without limitation, the non-competition and non-solicitation obligations set forth in the Confidential Information Agreement (as modified by this Section); (y) complying with this Agreement; and (z) resignation from any other positions you hold with the Company, including a position on the Board, effective no later than the Separation Date (which the Company acknowledges to its knowledge has been done). (c) You acknowledge that except for the Non-CIC Severance Benefits and Accrued Obligations set forth in this Agreement, you are not now and shall cease.not in the future be entitled to any other compensation from the Company including, without limitation, other wages, commissions, bonuses, vacation pay, holiday pay, equity or any other form of compensation or benefit. ​ ​ ​

Severance Benefits. If during In connection with your separation from employment, and in consideration for your (i) service to the term Company through the Separation Date, (ii) compliance with the terms of this Letter Agreement the Executive leaves the employment and all other restrictive covenants applicable to you, and (iii) satisfaction of the Companies requirement to sign the Confidential Enhanced Transition Agreement, Release, and Waiver of All Claims substantially in the form attached hereto as Exhibit A (the "Release Agreement") on or following the Separation Date, and your non-revocation of the Release Agreement prior to its becoming effective and irrevocable within the time period set forth therein (the "Release Requirement"), you shall be eligible for Good ReasonEnhanced Transition Pay under the Company's Transition Pay Plan, as explained in Section 4 of this Agreementamended, and the Executive signs other certain severance benefits as set forth under the release (heading "Severance Benefits" on the "Release") that is Schedule of Entitlements attached to and incorporated in this Agreementthe Release Agreement (collectively, the Executive shall receive the following benefits (the "Severance Benefits"): (a) An amount equal ). You understand that if the Release Requirement is not satisfied, you will not be eligible to receive the Executive's annual base salarySeverance Benefit. The "annual base salary" Severance Benefits and the Equity Award Treatment shall be in full satisfaction of the Executive shall obligations of the Company has to you under this Letter Agreement, the Transition Pay Plan and any other plan, agreement, policy or arrangement of the Company upon your separation from employment, including the Retention Letter between you and the Company, dated June 9, 2016 (the "Retention Letter"), other than any vested benefits (including your benefit under the FirstMerit SERP and the Retention Amount as provided in the Retention Letter) and other rights to which you may be defined entitled under any other Company employee benefit plan by reason of your employment with the Company that cannot legally be waived. Except as the Executive's base rate of compensation in effect otherwise required by applicable law, your participation under any Company employee benefit plans and programs will cease as of the Date Separation Date, and your rights under any such plan or program shall be governed by the terms and conditions of Terminationthose plans and programs, but in which plans, programs, terms and conditions may be amended, modified, suspended or terminated by the Company at any time for any or no reason to the extent permitted by law. In no event less than shall you be entitled to severance pay or termination benefits beyond the Executive's base rate of compensation Severance Benefits and the Equity Award Treatment. Nothing in effect as of this Letter Agreement shall prohibit the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years Company from terminating your employment prior to the Separation Date of Termination (but not including in such average calendar year 2000) or, if shorterfor Cause or you from voluntarily terminating your employment prior to the Separation Date; provided that, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "such case, you shall be eligible only for any accrued but unpaid annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies base salary due for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded period you worked to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoingextent not theretofore paid, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release any business expenses incurred by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent you in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound applicable Company policy that have not been reimbursed by the provisions Company as of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies your termination date and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds any other vested benefits or other rights to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall which you may be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' any other Company employee benefit plans in which the Executive was a participant on Date plan by reason of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if your employment with the Companies is terminated by reason of death of ExecutiveCompany that cannot legally be waived, retirement of Executive as permitted under and which are not otherwise subject to forfeiture upon a retirement plan as then in effect termination for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall ceaseCause.

Severance Benefits. If during the term of this Agreement the Executive leaves the employment of the Companies for Good Reason, as explained in Section 4 of this Agreement, and the Executive signs the release (the "Release") that is attached to and incorporated in this Agreement, the Executive shall receive the following benefits (the "Severance Benefits"): (a) An amount equal On the first regular Company payroll date following the Separation Date, the Company shall pay to Executive in accordance with the Company’s existing payroll practices that portion of Executive's annual base salary. The "annual base salary" of ’s current Annual Salary (as defined in the Executive shall be defined as the Executive's base rate of compensation in effect Employment Agreement) which has been earned but not paid as of the Separation Date and shall reimburse Executive for any reimbursable business expenses incurred by Executive with the prior approval of Terminationthe Chief Executive Officer of the Company through the Separation Date, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination;not theretofore reimbursed. (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to The parties anticipate that Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire will have an additional period of employment with the CompaniesCompany after the Resignation Date of this Agreement and Executive wishes to provide a full release to the Company for all claims and actions through the Resignation Date. The "annual incentive award(sAccordingly, Executive understands and agrees that he will receive the below-described Severance Benefits only if: (x) his employment is not terminated for Cause (as defined in the Employment Agreement Section 1(e)(ii) sub-paragraphs (ii), (iv) or bonus(es(v)" ) prior to the Separation Date; (y) he signs and returns to the Company the Reaffirmation of Resignation, Retirement and Release Agreement (the “Reaffirmation”), attached hereto and incorporated herein as Exhibit B; and (z) he does not exercise the revocation right described in the Reaffirmation. Provided, however, that if Executive dies or suffers a Disability (as defined in the Employment Agreement) which would prevent his execution of the Reaffirmation between the period of his Resignation Date and Separation Date, the Reaffirmation may be executed by his authorized Power of Attorney (in the case of a Disability) or the authorized personal representative of his estate. If Executive meets the foregoing conditions to payment of the Severance Benefits, the Company shall mean pay or provide to Executive the sum of following payments and benefits (collectively, the “Severance Benefits”): (i) amount Cash payment of cash awards or bonuses, plus $417,825.00 in respect of Executive’s Target Bonus (iias defined in the Employment Agreement) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded fiscal 2018 to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the Company’s existing payroll practices on the first regular Company payroll date following provisions. At the time date the Reaffirmation becomes effective (such effective date, the “Reaffirmation Effective Date”); (ii) Cash payment of delivery $961,730.00, representing eight months of Executive’s current Annual Salary plus his Target Bonus, to be paid by the Company in 20 equal monthly installments commencing in October 2018 following the Reaffirmation Effective Date and ending in May 2020, with each installment to be paid in accordance with the Company’s existing payroll practices on a regular Company payroll date on or prior to the last day of the Escrow Fundsapplicable month, the Escrow Agent which payments shall acknowledge receipt of the Escrow Funds be subject to, contingent upon, and agree to be bound by compensation for Executive’s compliance with the provisions of this Agreement the non-competition and non-solicitation provisions as set forth in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Employment Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments which provisions are incorporated by reference herein and made a part hereof as the number of whole calendar months in the Restricted Period if such provisions were set forth herein; (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The iii) Executive shall be entitled to exercise the following in addition to 114,433 stock options held by Executive that are vested and exercisable on the Resignation Date and set forth on Exhibit A until the earlier of November 30, 2018 or the expiration date of such stock options; all stock options that are not in limitation of the Severance Benefits: (i) accrued and unpaid base salary vested by their terms as of the Resignation Date shall be forfeited effective immediately following the resignation of Termination; (ii) accrued vacation Executive’s positions as an officer and sick leave, if any, on Date of Termination in accordance with the then current policy director of the Companies with respect Company on the Resignation Date; (iv) The Company agrees to terminated employees generally; and accelerate the vesting of a pro rata portion (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant based on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment service by the Executive without Good Reason (herein defined); or by reason of termination of employment by from the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate grant date through the amount Resignation Date) of the Severance Benefits provided time-based restricted shares granted to Executive (A) in November 2015 under the Agreement Company’s 2009 Restricted Stock Plan and (B) in November 2016 under the Company’s 2016 Incentive Compensation Plan, in each case that are held by seeking employment or otherwiseExecutive on the Resignation Date as set forth on Exhibit A (collectively, the “Accelerated Time-Based Shares”) from the vesting dates set forth in the applicable award agreements to the Reaffirmation Effective Date; provided, howeverthat, (x) all time-based restricted shares granted to Executive in November 2015 and November 2016 that are not Accelerated Time-Based Shares and (y) all time-based restricted shares granted to Executive in November 2017 shall be forfeited by Executive effective immediately following the resignation of Executive’s positions as an officer and director of the Company on the Resignation Date; and (v) The Company agrees to permit Executive to retain his existing interest in a pro rata portion (based on service by the Executive from the grant date through the Resignation Date) of (A) the performance-based restricted stock granted to Executive in November 2015 under the Company’s 2009 Restricted Stock Plan and (B) the performance shares granted to Executive in November 2016 under the Company’s 2016 Incentive Compensation Plan, in each case that are held by Executive on the Resignation Date as set forth on Exhibit A (collectively, the “Retained Performance-Based Shares”); provided, that, (x) all shares of performance-based restricted stock granted to Executive in November 2015 that are not Retained Performance-Based Shares, (y) all performance shares granted to Executive in November 2016 that are not Retained Performance-Based Shares and (z) all performance shares granted to Executive in November 2017 shall be required forfeited by Executive effective immediately following the resignation of Executive’s positions as an officer and director of the Company on the Resignation Date; the Retained Performance-Based Shares shall remain subject to notify the Companies conditions and restrictions, including the achievement of performance targets, set forth in the respective awards and shall vest and be delivered to Executive, if the Executive becomes covered by a health or dental care program providing substantially similar coverageat all, at which time health the same time, under the same terms and subject to the same limitations and conditions set forth in the applicable plan and award agreement that would have obtained if Executive were still employed on the date the Performance Awards are paid or dental care continuation coverage provided under distributed. For the avoidance of doubt, all stock options, restricted stock and other equity awards held by Executive but not vested by their terms as of the Resignation Date that are not described in this Agreement Section 2 shall ceasebe forfeited effective immediately following the resignation of Executive’s positions as an officer and director of the Company on the Resignation Date.

Severance Benefits. If during Executive’s employment is terminated by the term Company without Cause, or due to Executive’s death or Disability, or as a result of this Agreement Executive’s resignation for Good Reason (each a “Covered Termination”), Executive shall be eligible to receive the following severance benefits: (1) payment of an amount equal to twelve (12) months of Executive’s Base Salary in effect immediately prior to the Separation Date, less applicable payroll tax withholdings and deductions (the “Severance”); and (2) twelve (12) months of accelerated vesting of Executive’s Equity Awards (so that Executive leaves becomes vested in the employment portion of the Companies Equity Awards that would have become vested if Executive remained employed for Good Reason365 days after the Separation Date). (For avoidance of doubt, to the extent that any performance criteria under any Equity Award has not been satisfied as explained of the Separation Date, such Equity Awards shall terminate as of the Separation Date and shall not be subject to the foregoing accelerated vesting benefit.) Except for the foregoing accelerated vesting benefit, all existing terms and conditions applicable to the Equity Awards shall remain in Section 4 of this Agreementfull force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to the federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”), and the Executive signs terms of the release governing health insurance policies, the Company will reimburse the monthly COBRA health insurance premiums (the "Release"“COBRA Payments”) that is attached Executive pays to and incorporated in this Agreement, continue Executive’s health insurance coverage (including dependent coverage) for twelve (12) months after the Separation Date or until such earlier date as Executive shall receive the following benefits either becomes eligible for group health insurance coverage through a new employer or ceases to be eligible for COBRA coverage (the "Severance Benefits"): (a) An amount equal “COBRA Payment Period”). Executive must submit to the Executive's annual base salary. The "annual base salary" Company appropriate documentation of the Executive shall be defined as the Executive's base rate foregoing health insurance payments, within sixty (60) days of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in making such average calendar year 2000) or, if shorterpayments, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded order to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensationreimbursed. Notwithstanding the foregoing, if the Executive's actual total annual incentive awards or bonuses shall be calculated excluding Company determines, in its sole discretion, that it cannot pay the value COBRA Payments without a substantial risk of options to purchase stock which may have been awarded to the Executive; violating applicable law (c) Payment including, without limitation, Section 2716 of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for Public Health Service Act), at the shorter end of each remaining month of the following: COBRA Payment Period, the Company shall pay Executive directly a taxable monthly amount which, after taxes, equals the COBRA Payment amount the Company would have otherwise paid to Executive (i) 12 months after assuming a 35% tax rate). Executive agrees to promptly notify the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Company in writing if Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to insurance coverage through a new employer before the delivery end of the executed Release by Executivespecified reimbursement period. For sake of reference, the all severance benefits described provided in subparagraphs (aentire subsection 9(g)(i) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies referred to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments collectively as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the “Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall cease.”

Severance Benefits. If during the term of this Agreement the Executive leaves remains in the employment employ of the Companies for Good Reason------------------- Ralston or one of its ▇▇▇▇▇▇▇tes until a Change in Control has occurred, as explained in Section 4 of this Agreement, and the Executive signs the release (the "Release") that is attached to and incorporated in this Agreement, the Executive shall receive the following benefits (the "Severance Benefits"): (a) An amount equal to then upon the Executive's annual base salary. The "annual base salary" of the Executive shall be defined as the Executive's base rate of compensation Qualifying Termination within three (3) years after a Change in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoingControl, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following benefits ("Severance Benefits"), subject to withholding of any federal, state or local taxes which, in addition to and not in limitation the opinion of counsel for the payor of the Severance Benefits: , are required to be withheld: a. Payment in a lump sum in cash, within sixty (i60) accrued and unpaid base salary as days of the Date Executive's Qualifying Termination, of Terminationthe present value, calculated using the Discount Rate, of an income stream equal to the Executive's Base Compensation as if it were to be paid each month throughout the applicable Payment Period; (ii) accrued vacation and b. Continuation during the Payment Period of life, health, accident and sick leavedisability benefits no less favorable than those provided to the Executive under life, health, accident and disability plans and programs in effect immediately prior to the Change in Control, subject to all terms and conditions of such plans immediately prior to such Change in Control including, but not limited to, provisions regarding the extent and duration of spouse and dependent coverage, and subject to payment of premiums, if any, on Date of Termination charged at rates no greater than those rates in accordance with effect immediately prior to the then current policy Change in Control; and c. Payment in a lump sum in cash, within sixty (60) days of the Companies with respect Executive's Qualifying Termination, of the present value (calculated using the Discount Rate) of the difference as of the date of the Qualifying Termination between the actual benefits, if any, to terminated employees generally; and (iii) vested benefits which the Executive, or the Executive's beneficiary, is entitled under the Companies' employee benefit plans Retirement Plan and the Supplemental Plan (excluding amounts accrued in the PensionPlus Match Account in the Retirement Plan) and the benefits, if any, under the Retirement Plan and the Supplemental Plan (excluding amounts accrued in the aforesaid PensionPlus Match Account) which the Executive was a participant on Date of TerminationExecutive, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be Executive's beneficiary, would have been entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered had remained employed by Ralston or one of its Aff▇▇▇▇▇▇▇ during the applicable Payment Period at a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall ceasecompensation level equal to the Executive's Base Compensation.

Severance Benefits. If during the term of this Agreement the Executive leaves the employment of the Companies for Good ReasonProvided you enter into, as explained in Section 4 of this Agreementdo not revoke, and the Executive signs the release (the "Release") that is attached to and incorporated in comply with this Agreement, the Executive Company shall receive provide you with the following benefits below (the "“Severance Benefits"):”). (a) An The Company will pay you the gross amount of $221,156.04, which shall be paid in substantially equal installments in accordance with the Company’s payroll practices, starting on the first practicable payroll date following the Effective Date (as defined below); and (ii) the bonus for the calendar year 2025, which shall be paid to you in an amount based on the actual achievement of objectives during the 6 month period preceding the Separation Date and assumes 100% achievement of objectives during the 6 month period following the Separation Date (collectively, the “Severance Pay”). The Severance Pay shall be less withholdings and taxes. (b) Subject to your proper election to receive benefits under COBRA, the Company shall pay the monthly COBRA premium to continue coverage for you and your eligible dependents under the Company’s group healthcare plan directly to the Executive's annual base salary. COBRA administrator or carrier until the earliest of (A) six (6) months; (B) the cessation of your health continuation rights under COBRA. (c) The "annual base salary" of the Executive shall be defined as the Executive's base rate of compensation Company will use commercially reasonable efforts to continue your participation in any other Company employee and executive benefit programs in effect as of the Date Separation Date, and with respect to any insurance program available to employees only, the Company will, upon receipt of Terminationproof of payment, but in no event less than reimburse you for the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) premium or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including other fees associated with continuation in such average calendar year 2000) or, program as a non-employee or in a comparable program if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive participation as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; andnon-employee is barred. (d) Outplacement services that are customary Immediately following the Separation Date, the Company will enter into a consulting relationship with you for a period of six (6) months (the “Consulting Period”). You and the Company agree to Executive's position. Subject to enter into the delivery Consulting Agreement, attached hereto as Exhibit A, and the Consulting Agreement will govern the terms of the executed Release by Executiveconsulting relationship. During the Consulting Period, the severance benefits described in subparagraphs (a) Company will pay you at a rate of $18,429.67 per month. Further, any of your outstanding and (b) above shall be paid in cash or good funds in equal monthly installments unvested restricted stock units as of the Separation Date will continue to vest during the period that Consulting Period (and, for the covenants set forth in Section 7 shall be in effect commencing on avoidance of doubt, will cease vesting when the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"consulting relationship terminates). The Escrow Funds shall be payments and benefits under this Section 2 are together referred to as the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall “Severance Benefits.” You hereby acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies that, other than your final wages (including any and shall distribute the earnings not more frequently than monthly. Unless all earned, unused vacation pay) and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of , you are not owed any additional compensation from the Date of Termination; (ii) accrued vacation and sick leaveCompany, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits whether under the Companies' employee benefit plans in which the Executive was a participant on Date of TerminationEmployment Agreement, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall cease.

Severance Benefits. If during the term In consideration of your acceptance of this Agreement and subject to your meeting in full your obligations hereunder, including your obligation to execute and not revoke the Executive leaves waiver and release of claims attached hereto as Exhibit A (the employment “Initial Release”) and the waiver and release of claims attached hereto as Exhibit B (the Companies for Good Reason“Post-Employment Release” and, as explained together with the Initial Release, the “Releases”), in Section 4 of this Agreementeach case, within the time period specified therein, and your compliance with your Continuing Obligations (as defined below) and in full consideration of any rights you may have under the Executive signs the release (the "Release") that is attached to and incorporated in this Employment Agreement, the Executive shall receive the following benefits (the "Severance Benefits"):: (a) An The Company will pay you an amount (the “Severance Payments”) equal to the Executive's annual base salary. The "annual base salary" of the Executive shall be defined as the Executive's base rate of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; two (b2) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean times the sum of (i) amount of cash awards or bonusesyour annual base salary as in effect on the Separation Date, plus (ii) your target annual bonus as in effect on the value Separation Date, payable over a period of stock awardstwenty-four (24) months following the Separation Date. Severance Payments will be made in the form of salary continuation, in each case accrued and will begin on the next regular Company payday which is at least five (5) business days following the later of the effective date of the Post-Employment Release or the date it is received by the Companies Company. The first payment will be retroactive to the day following the Separation Date. (b) If you are enrolled in the Company’s group medical, dental and/or vision plans on the Separation Date, you may elect to continue your participation and that of your eligible dependents in those plans for a period of time pursuant to the account of the Executive federal law known as performance based compensation “COBRA” or similar applicable state law (together, “COBRA”). You may make such an election whether or not deferred) during the applicable yearyou accept this Agreement. The value However, if you accept this Agreement and you timely elect to continue your participation and that of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoingyour eligible dependents in such plans, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding Company will pay for the value monthly cost of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly your COBRA premiums for continued health and dental insurance continuation coverage for the shorter Company’s group medical, dental and/or vision insurance premiums (as applicable), with such continuation on the same basis as in effective for active employees with the same coverage (the “Monthly Premium Payment”), until the earlier of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery end of the executed Release by Executive, the severance benefits described in subparagraphs twelve (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the 12)-month period that the covenants set forth in Section 7 shall be in effect commencing beginning on the first day of the calendar month that occurs thirty following the Separation Date or (30ii) the date you and your dependents are no longer entitled to coverage under COBRA or the Company’s plans. Monthly Premiums Payments will begin on the next regular Company payday which is at least five (5) business days after following the Date of Termination; provided that the obligation later of the Companies to pay such severance benefits effective date of the Post-Employment Release or the date it is received by the Company. The first payment will be retroactive to the Executive shall be subject to termination under day following the provisions of Section 7 hereof Separation Date. Notwithstanding the foregoing, in the event that the Executive should violate Company’s payment of the covenants set forth therein; Monthly Premium Payments, as described in this Section would subject the Company to any tax or penalty under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), the Patient Protection and Affordable Care Act, as amended, any regulations or guidance issued thereunder, or any other applicable law, in each case, as determined by the Company, then the Company will not be required to provide the Monthly Premium Payments. (c) You will receive a $100,000 annual bonus in respect of fiscal year 2025, which amount will be paid at the same time as the first of the Severance Payments is made to you pursuant to Section 3(a) above. (d) Any equity awards outstanding as of the Separation Date shall be treated as follows, provided further that in all cases you shall be permitted to satisfy the payment of any withholding taxes through net share withholding in accordance with the definitive award agreements governing such severance benefits shall awards: i. Your outstanding Options (as defined in the Employment Agreement), whether vested or unvested, will be accelerated forfeited for no consideration on the Separation Date. ii. Your outstanding RSUs (as defined in the Employment Agreement) that vest solely based on the passage of time, and payable that are scheduled to vest over the period that is one (1) year following the Separation Date (the “RSU Severance Eligible Awards”) will continue to vest over such one (1)-year period in lump sum by accordance with the Companies upon vesting schedule set forth in the applicable award agreement governing such RSU Severance Eligible Award. iii. Your outstanding PSUs (as defined in the Employment Agreement) that have a breach of this Agreement Measurement Date (as a result defined in the applicable award agreement governing such PSU) within the one (1)-year period following the Separation Date (the “PSU Severance Eligible Awards”) will be eligible to vest on the Separation Date based on achievement of the failure performance criteria applicable to the PSUs through the Separation Date. Whether any PSU Severance Eligible Awards vest on the Separation Date will be determined by using the performance criteria contained in the applicable award agreement, whereby the Separation Date will be treated as the Closing Date (as defined in the applicable award agreement) for purposes of calculating whether the applicable performance metrics have been achieved. iv. Your outstanding RSUs and PSUs that have not vested in accordance with Sections 3(d)(ii) or (iii) before the consummation of a successor Change in Control (herein definedsuch awards, the “CIC Eligible Awards”) to assume this Agreement as required will remain outstanding for a period of three (3) months following the Separation Date and will be eligible for the treatment set forth in Section 9 4 of the Employment Agreement upon the consummation of a Change in Control (as defined in the Employment Agreement) within such three (3)-month period following the Separation Date. Upon the expiration of such three (3)-month period following the Separation Date, to the extent not vested in connection with a Change in Control within such three (3)-month period, the CIC Eligible Awards will automatically terminate and be forfeited with no consideration due to you; provided, however, for the avoidance of doubt, if there is no Change in Control within the three (3) months following the Separation Date, the RSU Severance Eligible Awards will continue to remain outstanding and eligible to vest pursuant to the terms of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum provisions of Section 15 of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies Employment Agreement are hereby incorporated by reference and shall be held, invested given full force and distributed effect in the event that any future Change in Control could trigger excise taxes under Section 280G of the Code. (e) The Company shall reimburse you (or pay directly) for reasonable attorneys’ fees and advisory fees actually incurred by Escrow Agent you in accordance connection with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds negotiation and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 execution of this Agreement, ; provided that the Escrow Agent shall distribute the balance aggregate reimbursement in respect of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent foregoing shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or not exceed $18,500 (payable directly by the Company to deliver notice your attorney following the Company’s receipt of invoices from your attorney). (f) The Company hereby agrees to indemnify you and hold you harmless to the Escrow Agent as herein maximum extent provided shall not be a waiver or allowable under the Company’s organizational documents against and in respect of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorneys’ fees), losses, and damages resulting from your good faith performance (i) accrued of your duties and unpaid base salary as of obligations with the Date of Termination; Company during your employment, and (ii) accrued vacation and sick leave, if any, on Date of Termination your services before the Employment Term relating to the Merger Agreement or the Closing (as such terms are defined in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plansEmployment Agreement). The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the CompaniesFurthermore, the Executive having reached Company agrees that its 2021 Indemnity Agreement with you (the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive “Indemnity Agreement”) shall be under no duty or obligation to seek or accept other employment remain in full force and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall ceaseeffect.

Severance Benefits. If during In the term event that the Company terminates your employment without Cause, and if you first sign, date, and deliver to the Company a separation agreement that includes a general release of all known and unknown claims in the form provided to you by the Company, and you allow this Agreement the Executive leaves the employment of the Companies for Good Reasonseparation agreement to become effective, then you will receive, as explained in Section 4 of this Agreement, and the Executive signs the release your sole severance benefits (the "Release") that is attached to and incorporated in this Agreementcollectively, the Executive shall receive the following benefits (the "“Severance Benefits"): ”): (a) An amount severance pay equal to the Executive's annual twelve (12) months of your base salary. The "annual base salary" of the Executive shall be defined as the Executive's base rate of compensation salary in effect as of the Date termination date, less required deductions and withholdings, paid in the form of Terminationsalary continuation on the Company’s standard payroll dates (beginning with the first payroll date following the effective date of the required separation agreement); (b) provided that you timely elect continued group health insurance coverage through federal COBRA law, but in no event less than the Executive's base rate of compensation Company will pay your COBRA premiums sufficient to continue your group health insurance coverage at the same level in effect as of your termination date for twelve (12) months after your termination or until you become eligible for group health insurance coverage through a new employer, whichever occurs first; and (c) accelerated vesting of any unvested shares subject to the end Option (and any other subsequently provided option grants) such that all shares will be fully vested and immediately exercisable effective as of the last calendar quarter preceding employment termination date. For the Date purposes of Termination; this Agreement, “Cause” for termination shall mean the Company’s termination of your employment for any of the following reasons: (a) you are convicted of any felony or of any crime involving moral turpitude (including a no contest or guilty plea); (b) An amount equal you participate in any fraud or act of dishonesty against the Company; (c) you willfully breach your duties to the average annual incentive award(sCompany, including insubordination, misconduct, excessive absenteeism, or persistent unsatisfactory performance of job duties; (d) you intentionally damage or bonus(es) paid to Executive in each willfully misappropriate any property of the three complete calendar years prior to Company; (e) you materially breach any written agreement with the Date of Termination Company (including, but not including limited to, your Proprietary Information Agreement); or (f) you engage in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued conduct that demonstrates unfitness to serve as reasonably determined by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensationBoard. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options prior to purchase stock which may have been awarded to the Executive; a termination for Cause falling within (c) Payment and (f) of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executiveforegoing Cause definition, the severance benefits described in subparagraphs (a) Board must provide you with written notice of your unsatisfactory conduct and (b) above shall be paid in cash or good funds in equal monthly installments during the a period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after to cure such conduct, except that such written notice and opportunity to cure are not required if the Date conduct is not capable of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in being cured. In the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits your employment is terminated for Cause or your employment terminates at your request for any reason, Cerus shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the have no obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall cease.

Severance Benefits. If during (a) Subject to Sections 1(b) and 2 below and your continued compliance with the term Employee Confidential Information and Inventions Assignment Agreement executed by you in connection with your commencement of this Agreement employment, if your employment is terminated by the Executive leaves Company without Cause (and, for the employment avoidance of the Companies doubt, other than as a result of your death or disability) or you resign for Good Reason, as explained in Section 4 of this Agreement, and the Executive signs the release (the "Release") that is attached to and incorporated in this Agreement, the Executive shall receive the following benefits (the "Severance Benefits"): (a) An amount equal to the Executive's annual base salary. The "annual base salary" of the Executive shall be defined as the Executive's base rate of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive then you shall be entitled to the following severance benefits in addition lieu of any severance benefits to and not in limitation which you may otherwise be entitled under any severance plan or program of the Severance Benefits: Company: (i) accrued and unpaid base salary as Payment of a lump sum amount equal to (A) in the event that your termination without Cause or your resignation with Good Reason occurs outside of the Date Change in Control Period (as defined below), nine (9) months of Terminationyour Base Salary plus 75% of your Target Annual Bonus, in each case less applicable withholding, or (B) in the event that your termination without Cause or your resignation with Good Reason occurs during the twelve (12) month period following a Change in Control (such period, the “Change in Control Period”), twelve (12) months of your Base Salary plus 100% of your Target Annual Bonus, in each case less applicable withholding. Such amount shall be payable in a lump sum within ten (10) days following the effective date of your Release (as defined below); and (ii) accrued vacation Payment for your premiums for health (i.e., medical, vision and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iiidental) vested benefits continuation coverage under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect COBRA for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwisePeriod; provided, however, that (A) you are eligible for COBRA on the Executive Termination Date and (B) you elect continuation coverage pursuant to COBRA, within the required time period. The Company shall continue to provide you with health coverage pursuant to this paragraph until the earliest of (1) the date you are no longer eligible to receive continuation coverage pursuant to COBRA, (2) the last day of the Severance Period, or (3) the date on which you obtain comparable health coverage (such period, the “COBRA Coverage Period”). If any of the Company’s health benefits are self-funded as of your Termination Date, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Code or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth above, the Company shall instead pay to you the foregoing monthly amount as a taxable monthly payment (grossed up to account for taxes) for the COBRA Coverage Period (or any remaining portion thereof). You shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. You agree to notify Company promptly after you obtain alternative health coverage; and (iii) If your employment is terminated by the Company without Cause or you resign with Good Reason during the Change in Control Period, then each of your outstanding time-based stock awards (including any stock options, restricted stock or other awards granted to you by Parent) shall automatically become fully vested and exercisable and be released from any repurchase or forfeiture rights for all of the shares you receive as a result of exercise upon the effective date of the Release; provided, however, that any performance-based stock awards shall continue to be governed by, and vest based on, the terms of the applicable award agreements. The foregoing provisions are hereby deemed to be a part of each stock award (and, for the avoidance of doubt, if any stock award is subject to more favorable vesting pursuant to any agreement or plan regarding such stock award, such more favorable provisions shall continue to apply and shall not be limited by this clause (iii)). (b) As a condition to your receipt of any post-termination benefits pursuant to Section 1(a) above, you shall be required to notify execute and not revoke a general release of all claims in favor of the Companies if Company and its affiliates in a form reasonably acceptable to the Executive becomes covered by a health or dental care program providing substantially similar coverageCompany (the “Release”). In the event the Release does not become effective within the fifty-five (55) day period following the Termination Date, at which time health or dental care continuation coverage provided under this Agreement you shall ceasenot be entitled to the aforesaid payments and benefits.

Severance Benefits. If during the term of Company terminates your employment without Cause prior to February 12, 2014, then, although you otherwise would not have been entitled to receive any severance benefits from the Company, provided you have signed this Agreement and if you sign and do not revoke a general release and waiver of claims in a form reasonably acceptable to the Executive leaves Company, which shall be substantially in the employment form attached hereto (the “Second Release”) and satisfy all conditions stated in the Second Release to make such release effective within sixty (60) days following your termination, then, (i) the Company will continue to pay you your base salary through February 12, 2014, (ii) the Company will pay you in a lump sum your 2HFY13 Bonus, to the extent such bonus has not already been paid to you, (iii) you will be entitled to accelerated vesting of your outstanding equity awards as though you had remained employed with the Company through February 12, 2014, and (iv) the Company will reimburse you for the number of full months of COBRA premiums that you will incur up to and through February 12, 2014; provided you timely elect COBRA continuation coverage and the Company determines that such reimbursement would not violate applicable law (including, without limitation, Section 2716 of the Companies Public Health Service Act). If the Company reasonably believes that providing such COBRA reimbursement would violate applicable law, it will, in lieu of such reimbursement provide you with a taxable lump sum payment equal to the cost of such COBRA premiums. Following your termination of employment, you will not be eligible for Good Reasonemployee benefits, as explained including participation in Section 4 the ESPP and the Company’s 401(k) Plan. Any severance benefits that otherwise would have been provided to you during this sixty (60) day period will be provided once the Second Release is delivered by you and is effective. For clarity, if you voluntarily resign your employment or the Company terminates your employment for Cause prior to February 12, 2014, you will not be entitled to any of the severance benefits set forth in this paragraph. For purposes of this Agreement, and “Cause” will have the Executive signs the release (the "Release") that is attached to and incorporated in this Agreement, the Executive shall receive the following benefits (the "Severance Benefits"): (a) An amount equal to the Executive's annual base salary. The "annual base salary" of the Executive shall be defined as the Executive's base rate of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants meaning set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this your Employment Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall cease.

Severance Benefits. If In the event that you separate from service during the term Term of this Agreement following a Change of Control, unless your separation from service is (i) because of your death, Disability, or Retirement; (ii) a termination by the Executive leaves the employment of the Companies Company for Cause; or (iii) a termination by you other than for Good Reason, as explained you shall receive, in Section 4 addition to your Accrued Benefits, the Severance Benefits. For purposes of this Agreement, and the Executive signs the release (the "Release") that is attached to and incorporated in this Agreement, the Executive shall receive the following benefits (the "your “Severance Benefits"):” shall include the following: (ai) Your annual base salary at the rate in effect immediately prior to the Change of Control of the Company or, if greater, at the rate in effect at the time Notice of Termination is given, or on the Date of Termination if no Notice of Termination is required, multiplied by two (2); (ii) An amount equal to two (2) times the Executive's annual base salary. The "annual base salary" greatest of (A) the highest of your Earned Bonus Amounts for the three (3) years immediately preceding the Year of Termination or (B) your target bonus under the Bonus Plan for the Year of Termination or (C) your Earned Bonus Amount for the Year of Termination, calculated as if the Date of Termination were the end of that year for purposes of the Executive shall be defined as the Executive's base rate of compensation in effect as of the Bonus Plan; (iii) For a two (2) -year period after your Date of Termination, the Company will arrange to provide to you the same group health care coverage you had prior to your Date of Termination, at the Company’s expense, which includes, but is not limited to, hospital, surgical, medical, dental, and dependent coverages, provided you timely apply and you and your dependents remain eligible for the coverage, and provided further that such continued coverage does not result in no event less than adverse tax or monetary penalties to the Executive's Company (or other applicable adverse effects to the Company based on coverage discrimination rules then in effect). Nothing herein shall be construed to extend the period of time over which COBRA continuation coverage shall be provided to you or your dependents beyond that mandated by law (that is, the coverage under this Section 4(b)(iii) will be concurrent with, and not consecutive to, the coverage period mandated by law). Health care benefits otherwise receivable by you pursuant to this Section 4(b)(iii) shall be discontinued to the extent comparable benefits are actually received by you from a subsequent employer (including an employer of your spouse) during the two (2) -year period following your Date of Termination, and any such benefits actually received by you shall be reported to the Company. To the extent the provision of health care benefits receivable by you pursuant to this Section 4(b)(iii) extends beyond the COBRA continuation period, such benefits will be provided in accordance with the requirements of Code Section 409A and Treasury Regulation §1.409A-3(i)(1)(iv) (or any similar or successor provisions); (iv) For a two (2) -year period after your Date of Termination, the Company will arrange to provide to you, at the Company’s expense, life insurance coverage in the amount of two (2) times your base rate of compensation salary in effect as at your Date of Termination and, at the end of the last calendar quarter preceding two (2)-year period, for the remainder of your life the Company will provide to you life insurance coverage in the amount of your base salary in effect at your Date of Termination provided that such coverage will be provided in accordance with the requirements of Code Section 409A and Treasury Regulation §1.409A-3(i)(1)(iv) (or any similar or successor provisions); (v) Each stock option that you have been granted by the Company and that is not yet vested shall become immediately vested and exercisable and shall continue to be exercisable for the lesser of (A) two (2) years following your Date of Termination or (B) the time remaining until the originally designated expiration date, unless a longer exercise period is provided for in the applicable plan or award agreement; (vi) Any contractual restrictions placed on shares of restricted stock or other equity-based compensation awards that you have been awarded pursuant to the SPX FLOW Stock Compensation Plan, as amended, and any similar or successor equity compensation plan adopted or maintained by the Company, shall lapse as of your Date of Termination; (bvii) An In the event that a Change of Control occurs and payments are made under this Section 4(b), and a final determination is made by legislation, regulation, ruling, or court decision directed to you or the Company that the aggregate amount equal of any payments made to the average annual incentive award(s) you under this Agreement and any other agreement, plan, program, or bonus(es) paid to Executive in each policy of the three complete calendar years prior to Company in connection with, on account of, or as a result of, such Change of Control (the Date of Termination (but not including in such average calendar year 2000“Total Payments”) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall will be subject to termination an excise tax under the provisions of Code Section 7 hereof in 4999, or any successor section thereof (“Excise Tax”), the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits Total Payments shall be accelerated reduced (beginning with those amounts that are exempt from Code Section 409A and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold then from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Code Section 7 of this Agreement409A, beginning with the Escrow Agent shall distribute amounts scheduled to be paid furthest from the balance first date of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless Total Payments) so that the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the maximum amount of the Severance Benefits provided under Total Payments (after reduction) shall be one dollar ($1.00) less than the Agreement by seeking employment or otherwiseamount that would cause the Total Payments to be subject to the Excise Tax; provided, however, that the Executive Total Payments shall only be reduced to the extent that the after-tax value of amounts received by you after application of the above reduction would exceed the after-tax value of the Total Payments received without application of such reduction. For this purpose, the after-tax value of an amount shall be determined taking into account all federal, state, and local income, employment, and excise taxes applicable to such amount. In making any determination as to whether the Total Payments would be subject to an Excise Tax, consideration shall be given to whether any portion of the Total Payments could reasonably be considered, based on the relevant facts and circumstances, to be reasonable compensation for services rendered (whether before or after the consummation of the applicable Change of Control). (A) In the event that upon any audit by the Internal Revenue Service, or by a state or local taxing authority, of the Total Payments, a change is formally determined to be required in the amount of taxes paid by, or Total Payments made to, you, appropriate adjustments will be made under this Agreement such that the net amount that is payable to you after taking into account the provisions of Code Section 4999 will reflect the intent of the parties as expressed in this Section 4(b)(vii). You shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require payment of an Excise Tax or an additional Excise Tax on the Total Payments (a “Claim”). Such notification shall be given as soon as practicable but no later than ten (10) business days after you are informed in writing of such Claim and shall apprise the Company of the nature of such Claim and the date on which such Claim is requested to be paid. You shall not pay such Claim prior to the expiration of the thirty (30)-calendar day period following the date on which you give such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such Claim is due). If the Company notifies you in writing prior to the expiration of such period that it desires to contest such Claim, you shall: (1) give the Company any information reasonably requested by the Company relating to such Claim, (2) take such action in connection with contesting such Claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such Claim by an attorney reasonably selected by the Company, (3) cooperate with the Company in good faith in order to contest effectively such Claim, and (4) permit the Company to participate in any proceedings relating to such Claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold you harmless, on an after-tax basis, for any Excise Tax, additional Excise Tax, or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this paragraph, the Company, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such Claim and may, at its sole option, either direct you to pay the tax claimed and ▇▇▇ for a refund or contest the Claim in any permissible manner, and you agree to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine, provided, however, that if the Company directs you to pay such Claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to you on an interest-free basis or, if such an advance is not permissible under applicable law, pay the amount of such payment to you as additional compensation, and shall indemnify and hold you harmless, on an after-tax basis, from any Excise Tax, additional Excise Tax, or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or additional compensation; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of you with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Company shall reimburse any fees and expenses provided for under this Section 4(b)(vii) on or before the last day of your taxable year following the taxable year in which the fee or expense was incurred, and in accordance with the other requirements of Code Section 409A and Treasury Regulation § 1.409A-3(i)(1)(v) (or any similar or successor provisions). (B) If, after your receipt of an amount advanced or paid by the Company pursuant to the immediately preceding paragraph, you become entitled to receive any refund with respect to such Claim, you shall (subject to the Company’s compliance with the requirements of the immediately preceding paragraph) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after your receipt of an amount advanced by the Company pursuant to the immediately preceding paragraph, a determination is made that you shall not be entitled to any refund with respect to such Claim and the Company does not notify you in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) calendar days after such determination, then such advance shall be forgiven and shall not be required to notify be repaid. (viii) To the Companies if full extent permitted by law, the Executive becomes Company shall indemnify you (including the advancement of expenses) for any judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees, incurred by you in connection with the defense of any lawsuit or other claim to which you are made a party by reason of being or having been an officer, director or employee of the Company or any of its subsidiaries. In addition, you will be covered by director and officer liability insurance to the maximum extent that such insurance maintained by the Company from time to time covers any officer or director (or former officer or director) of the Company. Any costs and expenses that are to be paid or reimbursed pursuant to the preceding provisions of this Section 4(b)(viii) shall be reimbursed in accordance with the requirements of Code Section 409A and Treasury Regulation §1.409A-3(i)(1)(iv) (or any similar or successor provisions); (ix) The Company will pay the expense of outplacement services from a health provider reasonably selected by you and acceptable to the Company, up to a maximum of $35,000. Such outplacement services must be incurred by you no later than the first anniversary of your separation from service; (x) To the extent that you prevail in any contest or dental care program providing substantially similar coveragedispute with respect to any interpretation, at which time health enforcement or dental care continuation coverage provided defense of your rights under this Agreement by litigation or otherwise, the Company shall ceasepay to you or reimburse you for all legal fees and expenses incurred by you as a result of such contest or dispute (including all such fees and expenses, if any, incurred in contesting or disputing any separation from service or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Code Section 4999 to any payment or benefit provided hereunder, as described in Section 4(b)(vii) above), provided that such fees and expenses that are to be paid or reimbursed pursuant to the preceding provisions of this Section 4(b)(x) shall be reimbursed in accordance with the requirements of Code Section 409A and Treasury Regulation §1.409A-3(i)(1)(iv) (or any similar or successor provisions); and (xi) Subject to Sections 4(e) and 4(f) and except as otherwise provided in this Agreement, the payments provided in Sections 4(b)(i) and (ii) shall be made in a lump sum cash payment as soon as administratively practicable (but in no event more than thirty (30) calendar days) following your separation from service. If the total amount of annual bonus is not determinable on that date, the Company shall pay the amount of bonus that is determinable and the remainder shall be paid in a lump sum cash payment at the time such bonuses are paid generally and in all events no later the two and one-half (2½) months following the end of the calendar year in which the bonus is earned.

Severance Benefits. If during the term of this Agreement the Executive leaves the employment of the Companies for Good Reason, as explained in Section 4 of this Agreement, and the Executive signs the release (the "Release") that is attached to and incorporated in this Agreement, the Executive shall receive the following benefits (the "Severance Benefits"): (a) An amount equal On the first regular Company payroll date following the Separation Date, the Company shall pay to Executive in accordance with the Company’s existing payroll practices that portion of Executive's annual ’s current base salary. The "annual base salary" of the Executive shall be defined as the Executive's base rate of compensation in effect salary which has been earned but not paid as of the Date Separation Date, plus the amount of Terminationany accrued vacation through the Separation Date, and shall reimburse Executive for any reimbursable business expenses incurred by Executive with the prior approval of the Chief Executive Officer of the Company through the Separation Date, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination;not theretofore reimbursed. (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to The parties anticipate that Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire will have an additional period of employment with the CompaniesCompany after the Resignation Date of this Agreement and Executive wishes to provide a full release to the Company for all claims and actions through the Resignation Date. The "annual incentive award(sAccordingly, Executive understands and agrees that she will receive the below-described Severance Benefits only if: (x) her employment is not terminated for Cause (as defined in the Employment Agreement Section 4.3(a), (b), (c) or bonus(es(e)" ) prior to the Separation Date; (y) she signs and returns to the Company the Reaffirmation of Resignation, Retirement and Release Agreement (the “Reaffirmation”), attached hereto and incorporated herein as Exhibit B; and (z) she does not exercise the revocation right described in the Reaffirmation. Provided, however, that if Executive dies or suffers a Disability (as defined in the Employment Agreement) which would prevent her execution of the Reaffirmation between the period of her Resignation Date and Separation Date, the Reaffirmation may be executed by her authorized Power of Attorney (in the case of a Disability) or the authorized personal representative of her estate. If Executive meets the foregoing conditions to payment of the Severance Benefits, the Company shall mean pay or provide to Executive the sum of following payments and benefits (collectively, the “Severance Benefits”): (i) amount Continued payment of cash awards or bonusesExecutive's current base salary for a period of six months following the Separation Date, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive which shall be calculated based payable in equal bi-weekly installments in accordance with the Company’s existing payroll practices on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoingCompany's regular payroll dates, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day regular Company payroll date following the date the Reaffirmation becomes effective (such effective date, the “Reaffirmation Effective Date”); (ii) A cash payment equal to one-half (1/2) of Executive’s target bonus for the calendar month that occurs thirty Company's fiscal year ended September 30, 2020 (30) days after "Fiscal 2020"), to be paid by the Date of Termination; provided that Company, if at all, at the obligation of same time, under the Companies to pay such severance benefits same terms and subject to the same limitations and conditions set forth in the applicable plan that would have obtained if Executive were still employed on the date performance bonuses are paid in respect of performance for Fiscal 2020, which payment shall be subject to termination under to, contingent upon, and compensation for Executive’s compliance with the provisions of Section 7 hereof the non-competition and non-solicitation provisions as set forth in the event the Executive should violate the covenants Employment Agreement, which provisions are incorporated by reference herein and made a part hereof as if such provisions were set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor herein; (herein definediii) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to exercise the following in addition to 65,000 stock options held by Executive set forth on Exhibit A. All such stock options shall be considered vested and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary exercisable as of the Date Resignation date and shall remain exercisable until the earlier of TerminationJune 30, 2020 or the expiration date of such stock options; and (iiiv) accrued vacation and sick leave, if any, on Date If the Executive elects continuation of Termination in accordance with the then current policy health coverage pursuant to Section 601 through 608 of the Companies with respect to terminated employees generally; and Employee Retirement Income Security Act of 1974, as amended (iii) vested benefits under “COBRA”), the Companies' employee benefit plans in which Company shall reimburse the Executive was an amount equal to her monthly COBRA premiums for a participant on period of six (6) months after the Separation Date; provided that such payments will cease upon the Executive’s becoming entitled to other health insurance. All stock options and other equity awards held by Executive but not vested by their terms as of the Resignation Date of Termination, which vested benefits that are not described in this Section 2 shall be paid or provided for in accordance with forfeited effective immediately following the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death resignation of Executive, retirement of Executive ’s positions as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount an officer of the Severance Benefits provided under Company on the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall ceaseResignation Date.

Severance Benefits. If during the term In consideration of your acceptance of this Agreement the Executive leaves the employment of the Companies for Good Reason, as explained and subject to your meeting in Section 4 of this Agreement, and the Executive signs the release (the "Release") that is attached to and incorporated in full your obligations under this Agreement, the Executive shall receive the following benefits EWC Change in Control and Severance Plan (the "“Severance Benefits"):Plan”) and your Continuing Obligations (as defined below) and in full consideration of any rights you may have under the Severance Plan: (a) An The Company will pay you your salary, at your final base rate of pay (the “Severance Payments”), for a period of twelve (12) months beginning on May 1, 2025 (the “Severance Period”). Severance Payments will be paid in substantially equal installments in accordance with the Company’s regular payroll practices, beginning on the Company’s first regular payroll date following the date that this Agreement becomes fully effective and irrevocable. (b) If you are enrolled in the Company’s group medical, dental and/or vision plans on the Separation Date, you may elect to continue your participation and that of your eligible dependents in those plans for a period of time pursuant to the federal law known as “COBRA” or similar applicable state law (together, “COBRA”). You may make such an election whether or not you accept this Agreement. However, if you accept this Agreement and you timely elect to continue your participation and that of your eligible dependents in such plans, the Company will pay you a monthly amount equal to the Executive's annual base salary. The "annual base salary" of monthly amount the Executive shall be defined Company contributed to group medical, dental and/or vision insurance premiums (as the Executive's base rate of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (bapplicable) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years for you and any eligible dependents immediately prior to the Separation Date of Termination (but not including in such average calendar year 2000) orthe “Monthly Premium Payment”), if shorter, in each of until the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum earlier of (i) amount the end of cash awards or bonuseseighteen (18) months of COBRA coverage, plus (ii) the value of stock awardsdate you and your dependents are no longer entitled to coverage under COBRA or Company plans, in each case accrued by and (iii) the Companies for date on which you obtain health coverage from another employer (the account “COBRA Period”). Monthly Premium Payments will begin on the Company’s first regular payroll date following the first date of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of month following the date the stock was awarded to the Executive as annual incentive compensationthat this Agreement becomes fully effective and irrevocable. Notwithstanding the foregoing, in the Executive's actual total annual incentive awards event that the Company’s payment of the Monthly Premium Payments, as described in this Section would subject the Company to any tax or bonuses shall be calculated excluding penalty under Section 105(h) of the value Internal Revenue Code of options 1986, as amended, the Patient Protection and Affordable Care Act, as amended, any regulations or guidance issued thereunder, or any other applicable law, in each case, as determined by the Company, then you and the Company agree to purchase stock which may have been awarded work together in good faith to the Executive;restructure such benefit. (c) Payment You will be eligible to receive your bonus for fiscal year 2025, with the actual amount of any bonus to be determined by the Compensation Committee of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter Board of the following: (i) 12 months after the Date Directors of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder EWC (the "Escrow Funds"“Board”) with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies based on actual performance and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as prorated based on the number of whole calendar months in days you were employed by the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed Company during such fiscal year, which bonus, to the Executive extent earned based on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreementperformance, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall will be paid or provided at the same time as bonuses are paid to executives of EWC generally for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall ceasefiscal year 2025.

Severance Benefits. If during the term of this Agreement the Executive leaves the employment of the Companies for Good Reason, as explained in Section 4 of Provided you fully comply with this Agreement, are not terminated for Cause or for breaching this Agreement and do not resign, and sign and return the Executive signs the release Certificate attached as Exhibit A (the "Release"“Certificate”) that is attached to and incorporated in this Agreementwithin the 7 days following the Separation Date (the “Severance Conditions”, the Executive Company shall receive pay or provide you with the following benefits (the "Severance Benefits"):severance benefits: (a) An amount Continued payment of twelve (12) months of your Base Salary rate, payable in twelve (12) equal to monthly installments following the Executive's annual base salary. The "annual base salary" of the Executive shall be defined as the Executive's base rate of compensation Certificate Effective Date, in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination;accordance with Altimmune’s normal payroll practices. (b) An amount equal Subject to your timely election, and the average annual incentive award(s) or bonus(es) paid to Executive in each availability, of continuation coverage under Part 6 of Title I of the three complete calendar years prior to the Date Employment Retirement Income Security Act of Termination 1974 (but not including in such average calendar year 2000as amended) or, if shorter, in each and Section 4980B of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(esCode (“COBRA”)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awardsAltimmune will pay monthly, in each case accrued by the Companies for the account on your behalf, a portion of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value cost of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance such coverage for the shorter of the following: twelve (i12) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment date of such severance benefits shall termination, which payments will be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under monthly premium for such coverage, less the Agreement by seeking employment or otherwiseamount that you would have been required to pay if you had remained an active employee of Altimmune (the “COBRA Assistance”); provided, however, that if at any time Altimmune determines that the Executive COBRA Assistance would result in a violation of the non-discrimination rules under Section 105(h)(2) of the Code or any other applicable laws, statute or regulation of similar effect (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA Assistance, Altimmune will instead pay you fully taxable cash payments equal to, and paid at the same time as, the COBRA Assistance would have otherwise been paid, subject to applicable tax withholdings; (c) If the Separation Date occurs within the one (1) year period commencing on the occurrence of a Change in Control, accelerated vesting of all unvested equity awards then outstanding and held by you (for the avoidance of doubt, if the Separation Date does not occur during such one (1) year period, then any accelerated vesting of unvested equity awards shall be required at the discretion of the Committee); (d) Effective as of the Certificate Effective Date, the time period you have under the Equity Documents to notify exercise your vested stock options shall be extended until the Companies 18-month anniversary of the Separation Date (but in no event later than the expiration date of the stock options) (the “Exercise Period Extension”). You acknowledge that as a result of the Exercise Period Extension, if your vested stock options were incentive stock options, they will convert to nonqualified stock options, subject to applicable law. You are advised to seek guidance from your personal tax advisors with regard to the tax implications of the Exercise Period Extension. To avoid doubt, if the Executive becomes covered by Company terminates your employment without Cause (not including a health termination due to your death or dental care program providing substantially similar coverageDisability) (provided you have not breached this Agreement), at which time health prior to the Anticipated Separation Date, or dental care continuation coverage provided under if your employment terminates automatically on the Anticipated Separation Date, the Company shall pay and provide you with the severance benefits described in this Agreement shall ceaseSection, subject to this Agreement’s terms.

Severance Benefits. If during your employment is terminated by the term Company without cause (other than as a result of this Agreement your death or disability) and such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)), and subject to your delivery to the Executive leaves Company of an executed release and waiver of claims in the employment of form as the Companies for Good ReasonCompany may require (the “Release”) and permitting such Release to become effective not later than 60 days after your termination date, then you will receive, as explained in Section 4 of this Agreement, and the Executive signs the release (the "Release") that is attached to and incorporated in this Agreement, the Executive shall receive the following benefits (the "Severance Benefits"):severance: (a) An amount equal to the Executive's annual twelve (12) months of your base salary. The "annual base salary" of , at the Executive shall be defined as the Executive's base rate of compensation in effect as on your termination date, less required deductions and withholdings, paid in the form of salary continuation on the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies Company’s standard payroll dates for the account of the Executive as performance based compensation first twelve (whether or not deferred12) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the immediately following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwisetermination; provided, however, that no such payments will be made prior to the Executive shall 60th day after your termination date, and on the first regular payroll date following the effective date of the Release, the Company will pay you in a lump sum the amount of the salary continuation you would have otherwise received on and prior to such date but for the delay pending the occurrence of the 60th day, with the balance paid thereafter on the original schedule; (b) if you make a timely and accurate election for continued group health insurance coverage under COBRA, the Company will pay the premiums for up to the first twelve (12) months of such continued group health insurance coverage for you and your eligible dependents (or such lesser period as you remain eligible for COBRA coverage); and (c) the Company will accelerate the vesting of your then-outstanding and unvested stock options as to the number of shares that would have vested in the ordinary course in the first twelve (12) months following your termination date, with such vesting effective as of your termination date. Except as expressly set forth in this Section 6, you will not be required entitled to notify any additional compensation, pay in lieu of notice or other termination benefits upon a termination of your employment. This severance provision does not affect the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall cease“at-will” nature of your employment.

Severance Benefits. If during (a) For each of the term forty-eight months following your execution of this Agreement letter agreement that you remain employed by the Executive leaves Company on a full-time basis, the Company will allocate $8,020, less all applicable taxes and withholdings, towards the total potential severance pay (the “Potential Severance Pay”) for which you will be eligible, subject to and in accordance with the provisions of paragraph 7(b) hereof, upon the termination of your employment with the Company for any reason other than by the Company for Cause (as defined below), provided that, following your termination from employment with the Company, you have timely signed a severance agreement and release of claims drafted by the Companies Company. If you work for Good Reasonthe Company on a less than full-time basis at any time during your employment, or if you take a leave of absence from the Company for any reason, but the Company continues to pay your base salary as explained in Section 4 if you continued to work on a full-time basis during such period, the Company’s allocation towards the Potential Severance Pay will be reduced proportionally to account for your reduced work schedule or absence. Further, if you work for the Company on a less than full time basis at any time during your employment, or if you take a leave of this Agreementabsence from the Company for any reason, and the Executive signs the release (the "Release") that is attached Company reduces your base salary in proportion to and incorporated in this Agreementyour reduced schedule during such period, the Executive shall receive Company will allocate towards the following benefits (Potential Severance Pay the "Severance Benefits"): (a) An amount equal to the Executive's annual base salary. The "annual base salary" of the Executive shall be defined as the Executive's base rate of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination;it would have allocated had you worked full-time during such period. (b) An If your employment is terminated by you or the Company for any reason other than by the Company for Cause on or after the date four years following your execution of this letter agreement (the “Fourth Anniversary Date”), you will receive as severance pay the gross amount equal to previously allocated by the average annual incentive award(s) or bonus(es) paid to Executive in each of Company towards the three complete calendar years Potential Severance Pay. If your employment is terminated prior to the Date of Termination Fourth Anniversary Date, either by the Company without Cause or by you for Good Reason (but not including in such average calendar year 2000) oras defined below), if shorter, in each of you will receive as severance pay all amounts previously allocated by the complete calendar years during Company towards the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum of (i) amount of cash awards or bonusesPotential Severance Pay, plus (ii) the value of stock awards, in each case accrued amount that would have been allocated between the date your employment is terminated and the Fourth Anniversary Date had you remained employed by the Companies for the account of the Executive as performance based compensation (whether or not deferred) Company during the applicable yearsuch period. The value of stock awarded If you choose to terminate your employment prior to the Executive shall Fourth Anniversary Date for any reason other than Good Reason, you will receive as severance pay only the amount previously allocated by the Company towards the Potential Severance Pay. You will not be calculated based on eligible to receive any severance pay if your employment is terminated at any time by the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive;Company for Cause. (c) Payment of Should the Executive's monthly COBRA premiums Company terminate your employment on or before October 1, 2006 other than for continued health Cause, and dental insurance coverage for the shorter of the followingprovided that: (i) 12 months after you immediately resign from any Company offices or directorships you may hold at the Date time of Terminationtermination; (ii) until the Executive no longer has coverage you have fulfilled all of your obligations under COBRA; or (iiiparagraph 3(a) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generallyabove; and (iii) vested benefits following your termination from employment with the Company, you have timely signed a severance agreement and release of claims drafted by the Company, the Company shall, in addition to any Potential Severance Pay for which you may be eligible under paragraph 7(b) hereof, pay you an extra severance payment according to the Companies' employee benefit plans following schedule: $150,000 if you are terminated prior to October 1, 2004; $100,000 if you are terminated between October 2, 2004 and October 1, 2005; or $50,000 if you are terminated between October 2, 2005 and October 1, 2006. (d) Any severance pay described in which this paragraph 7 shall be subject to all applicable taxes and withholdings, and shall never exceed $385,000 gross plus the Executive was a participant on Date of Termination, which vested benefits applicable amount contemplated by paragraph 7(c) hereof. Any severance pay that you may receive shall be paid or provided for in accordance with equal monthly installments over the terms twenty-four month period following the termination of said employee benefit plansyour employment. The Executive Company shall not be entitled have the right to set off against any severance pay that you may become eligible to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall ceaseparagraph 7 any amounts you borrowed from or may otherwise owe to the Company.

Severance Benefits. If during In lieu of any severance that you may have previously been eligible for upon a termination of your employment under your offer letter dated November 7, 2013 (the term of this “Offer Letter”) or the Officer Severance Benefit Plan Participation Agreement dated April 29, 2016 (the Executive leaves the employment of the Companies for Good Reason“Severance Plan”), as explained in Section 4 of if you execute and do not revoke this Agreement, then the Company will provide you with the following “Severance Benefits:” a. The Company will extend the exercise period of your Options (as defined below) in accordance with Section 5 below. b. If you timely elect continued coverage under COBRA for yourself and your covered dependents under the Executive signs Company’s group health plans following the release Separation Date, and provided you timely execute and return this fully signed and dated Agreement to the Company, allow it to become effective, and comply fully with your obligations hereunder, then the Company will pay, as and when due to the insurance carrier or COBRA administrator (the "Release") that is attached to and incorporated in this Agreementas applicable), the Executive shall receive Company’s portion of your COBRA premiums until the following benefits (the "Severance Benefits"): (a) An amount equal to the Executive's annual base salary. The "annual base salary" of the Executive shall be defined as the Executive's base rate of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum earliest of (iA) amount of cash awards or bonuses, plus six (ii6) months after the Separation Date (B) the value expiration of stock awards, in each case accrued by the Companies your eligibility for the account of the Executive as performance based compensation continuation coverage under COBRA, or (whether or not deferredC) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (such period from the stock was awarded to termination date through the Executive as annual incentive compensationearliest of (A) through (C), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by ExecutiveCompany determines, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further its sole discretion, that the payment of such severance benefits shall be accelerated the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and payable in lump sum Affordable Care Act, as amended by the Companies upon a breach 2010 Health Care and Education Reconciliation Act), then provided you remain eligible for reimbursement in accordance with this Section 3(c), in lieu of this Agreement as a result providing the COBRA premiums, the Company will instead pay you on the last day of each remaining month of the failure of COBRA Payment Period, a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount fully taxable cash payment equal to the sum COBRA premiums for that month, subject to applicable tax withholdings for the remainder of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (COBRA Payment Period. If you become eligible for coverage under another employer’s group health plan through self-employment or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree otherwise cease to be bound by eligible for COBRA during the provisions of period provided in this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreementclause, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If you must immediately notify the Company delivers written notice to the Escrow Agent of such event, and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds all payments and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights obligations under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall clause will cease.

Severance Benefits. If during the term of Provided that you (i) timely sign this Agreement after your Last Day of Employment and do not revoke this Agreement, (ii) return all Company property, (iii) provide all administrative information, including all login controls, regarding all accounts you used or accessed related to your work for the Executive leaves Company, and (iv) otherwise comply with your obligations under this Agreement and your continuing obligations to the employment Company under Sections 15 and 16 of your Employment Agreement with the Companies Company dated November 8, 2023 (the “Employment Agreement”), you shall be entitled to the following: a. Continuation of your Base Salary for Good Reasona twelve (12) month period (the “Severance Term”), as explained in Section 4 the total amount of $485,000 less applicable taxes and withholdings, which amount shall be paid in regular payroll in accordance with the Company's normal payroll practices. Payment will begin with the first regular payroll date reasonably practicable to process payment following the Effective Date of this Agreement, and any installments not paid between the Executive signs Last Day of Employment and the release date of the first payment will be paid with the first payment. b. Subject to your copayment of premium amounts at the applicable active employees’ rate and your proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (the "Release") that is attached to and incorporated in this Agreement“COBRA”), the Executive shall receive Company will pay to the following benefits (group health plan provider(s) or the "Severance Benefits"): (a) An amount COBRA provider a monthly payment equal to the Executive's annual base salary. The "annual base salary" of monthly employer contribution that the Executive shall be defined as Company would have made to provide family health (including hospitalization, medical, dental, vision, etc.) insurance to you if you had remained employed by the Executive's base rate of compensation in effect as of Company until the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum earliest of (i) amount of cash awards or bonuses, plus (iiA) the value twelfth (12th) month anniversary of stock awards, in each case accrued by the Companies for the account your Last Day of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of TerminationEmployment; (iiB) until the Executive no longer has coverage your eligibility for group health plan benefits under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent any other employer's group health plan; and or (dC) Outplacement services that are customary to Executive's position. Subject to the delivery cessation of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective your continuation rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwiseCOBRA; provided, however, that if the Executive Company reasonably determines that it cannot pay such amounts to the group health plan provider(s) or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to you for the time period specified above (such payments, if to you, shall be required subject to notify tax-related deductions and withholdings and paid on the Companies Company's regular payroll dates). c. An amount equal to your Target Annual Bonus of 40% of your annual Base Salary as defined in your Employment Agreement, prorated for the portion of the performance period that you were employed in 2024, payable within forty-five (45) days of your Last Day of Employment. d. Your time-based equity awards shall accelerate and vest with respect to the number of shares underlying the equity awards that would vest over the Severance Term had you remained employed for such Severance Term (such that an aggregate 20,742 shares that would have vested from November 1, 2024 through October 31, 2025 shall immediately become vested) and any equity awards that are subject to performance-based vesting shall vest and become exercisable, if at all, subject to the Executive becomes covered by a health or dental care program providing substantially similar coverageterms of such equity awards. e. The Company will seek approval of the Board of Directors (the "Board") of enGene Holdings Inc., which such approval shall not unreasonably be withheld, to extend the post-termination exercise period for all your outstanding stock options until October 31, 2025 (it being understood and agreed that if you exercise, at which any time health or dental care continuation coverage provided under this Agreement after the third month following your Last Date of Employment, any of such stock options that would otherwise qualify as incentive stock options, shall ceaseautomatically cease to be incentive stock options and shall automatically become and be treated as non-qualified stock options for purposes of United States federal and state income taxes).

Severance Benefits. If during the term of this Agreement the Executive leaves the employment of the Companies for Good Reason, 3.1 The Severance Benefits are as explained in Section 4 of this Agreement, and the Executive signs the release (the "Release") that is attached to and incorporated in this Agreement, the Executive shall receive the following benefits (the "Severance Benefits"):follows: (a) An amount equal any Short-Term Incentive attributable to the Executive's annual base salaryfiscal year prior to the fiscal year in which the Termination Date takes place that has been earned but not yet paid to you at the Termination Date. The "annual base salary" For the purpose of this clause a Short-Term Incentive will be deemed to be earned if it either (i) will be paid to you at a later date or (ii) would have been paid to you had you remained employed until the Executive shall be defined date on which the Short-Term Incentive otherwise would have been payable, payable as soon as practicable following the Executive's base rate Termination Date, and subject to prior deduction of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Terminationincome tax and National Insurance contributions; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each payment of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorterMonthly Compensation Payment, in each of equal monthly instalments over the complete calendar years during Severance Period after the Executive's entire period of employment Notice Date, in accordance with the Companies. The "annual incentive award(s) or bonus(es)" shall mean the sum Company’s relevant payroll practices, and subject to prior deduction of (i) amount of cash awards or bonuses, plus (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executiveincome tax and National Insurance contributions; (c) Payment continuation for one year after the Notice Date of any Company-paid club memberships held by you for which reimbursement was provided by the Company immediately prior to the Termination Date. You shall be responsible for any further tax and employee’s National Insurance contributions due in respect of the Executive's monthly COBRA premiums for continued health continuation of this benefit; (d) continuation of private medical and dental insurance coverage for healthcare coverage, on the shorter same terms as applied immediately prior to the Notice Date, until the earlier of the following: (i) 12 months one year after the Notice Date of Termination; or (ii) until the Executive no longer has coverage under COBRA; date on which you gain new employment which provides any form of insurance cover for private medical or dental expenses (iiias the case may be). You shall be responsible for any further tax and employee’s National Insurance contributions due in respect of the continuation of this benefit; (e) until payment of employer’s contributions into the Executive becomes eligible Moog Company Pension Scheme during the Severance Period after the Notice Date, on the same basis as applied immediately prior to the Notice Date, and subject to your making employee contributions as required by the rules of the Moog Company Pension Scheme. You shall be responsible for substantially similar coverage under a subsequent employerany tax and employee's group health planNational Insurance contributions due in respect of these contributions; and (df) Outplacement outplacement services that are customary to Executive's positionat the Company’s expense through a mutually acceptable outplacement firm. Subject to All outplacement services must be completed before the delivery end of the executed Release by Executive, second calendar year following the severance benefits described calendar year in subparagraphs (awhich the Notice Date takes place. You shall be responsible for any further tax and employee’s National Insurance contributions due in respect of the continuation of this benefit. 3.2 Any payments made under sub-clauses 3.1(b) and (be) above above, and any benefits provided under sub-clauses 3.1 (c) and (d) above, shall be paid in cash or good funds in equal monthly installments during go towards extinguishing the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the Company’s obligation to pay Severance Benefits you and provide benefits to you (including paying employer’s pension contributions on your behalf) during a period of notice required under subparagraphs your employment contract with the Company and/or (aas the case may be) and (b) hereof by depositing the Company’s obligation to make a payment in escrow an amount equal to the sum lieu of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent notice in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance your employment contract with the then current policy of the Companies with respect Company, and vice versa. This is without prejudice to terminated employees generally; sub-clauses 4.4 and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall cease4.7 below.

Severance Benefits. If during In the term of this Agreement event that the Executive leaves the Company terminates your employment of the Companies without Cause (other than due to death or disability) or you resign your employment for Good ReasonReason (as defined below), in either case at such time that is not within the three months immediately preceding or the twelve months immediately following the consummation of a Change in Control (as explained defined below), in Section 4 addition to the Accrued Obligations and provided you enter into, do not ▇▇▇▇▇▇▇ ▇▇▇▇ August 19, 2021 revoke and comply with the terms of this Agreement, a separation agreement in a form provided by the Company which shall include a general release of claims against the Company and related persons and entities and must be returned to the Executive signs the release Company and become effective no later than sixty days following your Date of Termination (the "“Release"”) that is attached to and incorporated in this Agreement, the Executive shall receive Company will provide you with the following benefits (the "Severance Benefits"):termination benefits: (a) An amount a lump sum cash payment equal to your Base Salary for a nine month period (the Executive's annual base salary. The "annual base salary" of the Executive shall be defined as the Executive's base “Severance Period”), calculated by reference to your Base Salary rate of compensation in effect as of place immediately prior to the Date of Termination, but in no event less than ignoring any decrease that forms the Executive's base rate basis of compensation in effect as your resignation for Good Reason, if applicable, which shall be paid to you on the first regular payroll date of the end Company following the effective date of the last calendar quarter preceding Release, and in any event no later than March 15 of the year following the year in which the Date of Termination;Termination occurs; and (b) An amount equal if elected, continuation of group health plan benefits to the average annual incentive award(s) or bonus(es) paid to Executive in each extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), with the full cost of the three complete calendar years prior to monthly premium for such benefits paid by the Company until the earlier of (i) the date immediately following the expiration of the period of time following the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of equal to the complete calendar years during the Executive's entire period of employment with the Companies. The "annual incentive award(s) Severance Period; or bonus(es)" shall mean the sum of (i) amount of cash awards or bonuses, plus (ii) the value of stock awardsdate you become eligible for health benefits through another employer or otherwise become ineligible for COBRA. Notwithstanding the foregoing, if the Company determines, in each case accrued by its sole discretion, that the Companies Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay you a taxable cash amount, which payment shall be made regardless of whether you elect health care continuation coverage (the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer and shall be equal to the amount, and paid for the account same duration of time, that the Executive Company would have otherwise paid for your COBRA benefits as performance based compensation described above (whether or not deferred) during the applicable year. The value of stock awarded to the Executive which amount shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage premium for the shorter first month of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"coverage). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall cease.

Severance Benefits. If during You will be paid or provided with the term following payments/benefits: a. $3,375,000, representing two times the sum of this Agreement Base Salary and Annual Target Bonus, payable in equal installments over 24 months following the Executive leaves Separation Date in accordance with the employment of Company’s regular payroll practices. Notwithstanding the Companies for Good Reasonforgoing, as explained in Section 4 of this Agreement, and to the Executive signs the release extent that (the "Release"i) that is attached any payment to and incorporated in which you are entitled under this Agreement, the Executive shall receive Employment Agreement or any other plan or agreement referenced in the following benefits (Employment Agreement in connection with the "Severance Benefits"): (a) An amount equal to the Executive's annual base salary. The "annual base salary" termination of the Executive shall be defined as the Executive's base rate of compensation in effect as of the Date of Termination, but in no event less than the Executive's base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination; (b) An amount equal to the average annual incentive award(s) or bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination (but not including in such average calendar year 2000) or, if shorter, in each of the complete calendar years during the Executive's entire period of your employment with the Companies. The "annual incentive award(s) or bonus(es)" shall mean Company constitutes deferred compensation subject to Section 409A of the sum of (i) amount of cash awards or bonuses, plus Internal Revenue Code and (ii) the value of stock awards, in each case accrued by the Companies for the account of the Executive as performance based compensation (whether or not deferred) during the applicable year. The value of stock awarded to the Executive shall be calculated based on the value of the stock as of the date the stock was awarded to the Executive as annual incentive compensation. Notwithstanding the foregoing, the Executive's actual total annual incentive awards or bonuses shall be calculated excluding the value of options to purchase stock which may have been awarded to the Executive; (c) Payment of the Executive's monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (i) 12 months after the Date of Termination; (ii) until the Executive no longer has coverage under COBRA; or (iii) until the Executive becomes eligible for substantially similar coverage under a subsequent employer's group health plan; and (d) Outplacement services that you are customary to Executive's position. Subject to the delivery of the executed Release by Executive, the severance benefits described in subparagraphs (a) and (b) above shall be paid in cash or good funds in equal monthly installments during the period that the covenants set forth in Section 7 shall be in effect commencing on the first day of the calendar month that occurs thirty (30) days after the Date of Termination; provided that the obligation of the Companies to pay such severance benefits to the Executive shall be subject to termination under the provisions of Section 7 hereof in the event the Executive should violate the covenants set forth therein; and provided further that the payment of such severance benefits shall be accelerated and payable in lump sum by the Companies upon a breach of this Agreement as a result of the failure of a successor (herein defined) to assume this Agreement as required in Section 9 of this Agreement. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. The Companies shall fund the obligation to pay Severance Benefits under subparagraphs (a) and (b) hereof by depositing in escrow an amount equal to the sum of the amounts payable to the Executive thereunder (the "Escrow Funds") with SouthTrust Bank (or another financial institution with total assets of more than $1,000,000,000) as escrow agent (the "Escrow Agent"). The Escrow Funds shall be the property of the Companies and shall be held, invested and distributed by Escrow Agent in accordance with the following provisions. At deemed at the time of delivery of the Escrow Funds, the Escrow Agent shall acknowledge receipt of the Escrow Funds and agree to be bound by the provisions of this Agreement in a separate written document. The Escrow Agent shall invest the Escrow Funds in a money market account for the benefit of the Companies and shall distribute the earnings not more frequently than monthly. Unless and until the Escrow Agent receives notice from ProAssurance that the Executive has breached this Agreement, the Escrow Agent shall distribute the Escrow Funds to the Executive in the same number of equal monthly installments as the number of whole calendar months in the Restricted Period (as defined in Section 7 hereof). The monthly installments shall be distributed to the Executive on the first day of each calendar month in the Restricted Period together with accrued and undistributed earnings on the Escrow Funds. If the Company delivers written notice to the Escrow Agent and Executive that the Severance Benefits payable to Executive are subject to termination under Section 7 of this Agreement, the Escrow Agent shall distribute the balance of the Escrow Funds and accrued and undistributed earnings thereon to ProAssurance unless the Escrow Agent receives a written notice of objection from the Executive within 15 days after delivery of ProAssurance's notice. If Executive provides a timely notice of objection, the Escrow Agent shall hold the Escrow Funds until it receives a written notice of distribution from the arbitrator appointed pursuant to Section 12 hereof or a joint written notice of distribution from the Executive and ProAssurance. The failure of the Executive or the Company to deliver notice to the Escrow Agent as herein provided shall not be a waiver of any of their respective rights under this Agreement. The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies' employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans. The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death of Executive, retirement of Executive as permitted under a retirement plan as then in effect for the Companies, the Executive having reached the age of mandatory retirement (if such requirement then exists for bona fide executives); or Disability of Executive (herein defined); or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause (herein defined). The Executive shall to be a “specified employee” under no duty or obligation to seek or accept other employment and shall Code Section 409A, such payments will not be required to mitigate made or commence until the amount earliest of: (A) the expiration of the Severance Benefits provided six (6) month period measured from the date of your “separation from service” (as such term is at the time defined in Treasury Regulations under Code Section 409A) with the Agreement by seeking employment Company or otherwise(B) the date of your death following such separation from service; provided, however, that such deferral will only be effected if and to the extent required to avoid adverse tax treatment to you, including, without limitation, those imposed under Code Section 409A(a)(1)(B) in the absence of such deferral; provided, however, that if the Company reasonably and in good faith determines, based upon and in accordance with advice from its outside counsel or tax advisors, that a deferral pursuant to this sentence is necessary, you agree that the Company will not be liable to you for any damages to you arising from such deferral of such payment. Upon the expiration of the deferral period, any payments that would have otherwise been made during that period (whether in a single sum or in installments) will be paid in a single cash lump sum payment to you (or your beneficiary, as applicable). With regard to any provision that provides for reimbursement of costs and expenses or of in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement or in-kind benefits to be provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect, and (iii) such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense occurred. Each installment or amount to be paid or benefit to be provided to the Executive shall be required construed as a “separate identified payment” for purposes of Code Section 409A to notify the Companies if fullest extent permitted therein. b. Pro-rata portion of your annual bonus for FY 2020 based on actual performance following determination by the Executive becomes covered Compensation Committee (or the Board) that the Company has achieved or exceeded its annual performance targets for the fiscal year, determined by multiplying your then Annual Target Bonus (on the date hereof, 125% of your Base Salary) by a fraction (x) the numerator of which is the number of days between the beginning of the 2020 fiscal year and the Separation Date and (y) the denominator of which is 365, paid at the same time as annual performance bonus amounts are paid to the Company’s executive team generally in respect of FY 2020. c. Accelerated vesting as of the Separation Date with respect to those stock options and restricted stock awards that would have vested within the two (2) year period following the Separation Date. d. Continued health or dental care program providing substantially similar coverageinsurance coverage at the Company’s cost for you, at which time health or dental care continuation coverage your spouse and your other eligible dependents for two (2) years following the Separation Date. e. $61,643.83, representing payment of thirty (30) days’ Base Salary in lieu of the thirty (30) day notice period provided under this Agreement shall ceaseSection 5.3 of the Employment Agreement, payable in a lump sum following the Separation Date in accordance with the Company’s regular payroll schedule.