Common use of Severance Benefits Clause in Contracts

Severance Benefits. In consideration of your acceptance of this Agreement and it becoming effective, and subject to your meeting in full your obligations hereunder, including your obligation to execute a post-employment general release of claims in the form attached hereto as Exhibit A (the “Release”), and in full consideration of any rights you may have under the Employment Agreement: (a) The Company will pay you your salary, at your final base rate of pay, for a period of twelve (12) months following the Separation Date (the “Severance Payments”). Severance Payments will be made in the form of salary continuation, and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive to the day following the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% of your target bonus (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (b) If you timely elect to continue participation in the Company’s group health plan and/or dental plan under federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for the twelve (12) months following the Separation Date or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the Company’s payment of the Health Continuation Payments would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefit.

Severance Benefits. In consideration of your acceptance of If you choose to sign and return this Agreement within the required time period, you do not revoke this Agreement and it becoming effectiveyou abide by the other terms of this Agreement, and subject the Company agrees to your meeting in full your obligations hereunder, including your obligation to execute a post-employment general release of claims in provide you with the form attached hereto as Exhibit A (the following “ReleaseSeverance Benefits”), and in full consideration of any rights you may have under the Employment Agreement: (a) The Company will pay you a lump sum severance payment in the amount of 1.5 times the sum of (i) your salary, at current base salary of $500,000 per year and (ii) your final base rate current target annual bonus of pay, for a period of twelve (12) months following the Separation Date $500,000 (the “Severance PaymentsAmount”). Severance Payments , which will be made in the form of salary continuation, and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive to the day within 30 days following the Separation Date. In addition, Effective Date of this Agreement (as defined below); (b) a pro rata bonus for the year of termination in the event that the Separation Date occurs on the Expected Separation Dategross amount of $52,083, then, with respect to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% of your target bonus less applicable withholdings (the “Designated Pro Rata Bonus”), to be paid at the time bonuses are paid to similarly situated employees of the Company and its subsidiaries and in any event no later than March 15, 2021; (c) medical, dental and vision insurance coverage substantially identical to that provided to other senior executives of the Company (collectively “Medical Benefits”), which shall be payable on provided to the next regular same extent as the Company payday after and its subsidiaries provide the Separation Date provided the Release has become effectiveemployer portion of medical, but not later than March 15, 2019 (or such earlier date so as dental and vision insurance premiums to qualify such amount as a short-term deferral within the meaning of Section 409A). (b) If you timely elect to continue participation in the Company’s group health plan and/or dental plan under federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis current senior executives upon your election and continued qualification for the full monthly premium cost of that participation such Medical Benefits pursuant to COBRA for the twelve (12) months one year following the Separation Date orof Termination; provided, that, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan this Agreement raises any compliance issues or impositions of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the Company’s payment of the Health Continuation Payments would subject the Company to any tax or penalty penalties under the Patient Protection and Affordable Care Act or other applicable law, then the parties agree to modify this Agreement so that it complies with the terms of such laws without impairing the economic benefit to you; and (d) vesting on the Effective Date (as amended from time to time, the “ACA”) or Section 105(hdefined below) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), all outstanding unvested equity and equity-based awards granted to you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined by the Company or its subsidiaries that are subject to be consistent vesting based solely on continued employment with applicable law, by having the Company pay you an afterand/or its subsidiaries and are listed as “Sign-tax cash equivalent On LTIP Unit Awards” or “Accelerated Time-Based Equity Awards” on Schedule A attached hereto , with all vested options remaining exercisable until the 60th day following the Effective Date or, if earlier, the expiration of the term of the option (“Vesting Benefits”). Subject to your execution of this Agreement and the expiration of the related revocation period, any termination or forfeiture of the Sign-On LTIP Unit Awards and the Accelerated Time-Based Equity Awards that otherwise would have occurred on or within 60 days after the Date of Termination will be delayed until the 60th day after the Date of Termination (but, in the case of any option, not later than the expiration of the term of the option) and will occur only to the forfeited benefitextent such Sign-On LTIP Unit Awards and Accelerated Time-Based Equity Awards do not vest pursuant to this Section 4(d). For avoidance of doubt, the Vesting Benefit shall not apply to equity and equity-based awards granted by the Company or its subsidiaries other than the Sign-On LTIP Unit Awards and the Accelerated Time-Based Equity Awards, including any equity and equity-based awards that are subject to vesting based in whole or in part on achievement of performance-based hurdles other than continued employment with the Company and/or its subsidiaries, such as hurdles based on the Company’s operating performance or absolute or relative total return to shareholders. You acknowledge that the Company would not agree to provide you with these Severance Benefits without your general release of claims and other promises in this Agreement. You also agree that the Severance Benefits constitute good and valuable consideration for your general release of claims and other promises in this Agreement.

Severance Benefits. In consideration of your acceptance of this Agreement and it becoming effectiveProvided Employee is in compliance with ------------------ Paragraph 4(b)(viii) hereof, and subject Company will pay or provide the following severance benefits to your meeting Employee in full your obligations hereunder, including your obligation to execute a post-employment general release of claims in the form attached hereto as Exhibit A (the “Release”), and in full consideration lieu of any rights you may have separation payments otherwise provided upon termination of employment under the Employment Agreementany other severance pay or similar plan or policy of Company: (i) Twelve (12) consecutive monthly payments each equal to one- twelfth (1/12th) of Employee's annual basic compensation in effect immediately prior to Employee's termination; (ii) Twelve (12) consecutive monthly payments each equal to one- twelfth (1/12th) of the higher of (a) The Company will pay you your salaryEmployee's discretionary bonus for the previous calendar year, at your final base rate or (b) the average of payEmployee's discretionary bonus for the previous three (3) calendar years (or such fewer calendar years as Employee has been employed), for a period in each case prorated to the date of Employee termination. (iii) For the twelve (12) months month period following the Separation Date date of termination of Employee' s employment, Company will maintain in full force and effect for the continued benefit of Employee each employee benefit plan in which Employee was a participant immediately prior to the date of Employee's termination, unless an essentially equivalent and no less favorable benefit is provided by a subsequent employer at no additional cost to Employee. If the terms of any employee benefit plan of Company do not permit continued participation by Employee, then Company will arrange to provide to Employee (at Company's cost) a benefit substantially similar to and no less favorable than the “Severance Payments”benefit Employee was entitled to receive under such plan at the end of the period of coverage. (This provision specifically is not applicable to any car, car phone, parking and club dues, which benefits, if any, end upon Employee's date of termination of employment.) (iv) For the twelve (12) month period following the date of termination of Employee's employment, Company will treat Employee for all purposes as an Employee under all of Company's retirement plans in which Employee was a participant on the date of termination of Employee's employment or under which Employee would become eligible during such twelve (12) month period (hereinafter referred to collectively as the "Plan"). Severance Payments will Benefits due to Employee under the Plan shall be made in the form of salary continuation, and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue computed as if Employee had continued to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive to the day following the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018, the an Employee of Company shall pay you a one-time bonus equal to 50% of your target bonus (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (b) If you timely elect to continue participation in the Company’s group health plan and/or dental plan under federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for the twelve (12) months month period following termination of employment. If under the Separation Date or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the Company’s payment terms of the Health Continuation Payments would subject Plan such continued coverage is not permitted, Company will pay to Employee or Employee's estate a supplemental benefit in an amount which, when added to the Company benefits that Employee is entitled to any tax or penalty receive under the Patient Protection and Affordable Care Act Plan, shall equal the amount that Employee would have received under the Plan had Employee remained an employee of Company during such twelve (as amended from time to time, the “ACA”12) or Section 105(hmonth period. (v) of the If any excise tax imposed under Internal Revenue Code of 1986Section 4999 or any successor provision, as amended after the date hereof, is due and owing by Empioyee as a result of any amount paid or payable pursuant to this Paragraph 4 (“Section 105(h)”c), Company shall indemnify and hold Employee harmless against all such excise taxes and any interest, penalties or applicable regulations costs with respect thereto. (vi) Company will be obligated to make all payments that become due to Employee under this Paragraph 4 (c) whether or guidance issued not Employee obtains other employment following termination. The payments and other benefits provided for in this Paragraph 4 (c) are intended to supplement any compensation or other benefits that have accrued or vested with respect to Employee or Employee's account as of the effective date of termination. (vii) Company may elect to defer any payments that may become due to Employee under this Paragraph 4(c) if, at the ACA time the payments become due, Company, CBB or Section 105(h), you and the Company agree to work together any of Company's other subsidiaries is not in good faith, consistent with the requirements for compliance with any regulatory-mandated minimum capital requirements or exemption from Section 409A if making the payments would cause Company's, CBB's or any of Company's other subsidiaries' capital to fall below such minimum capital requirements. In this event, Company will resume making the Internal Revenue Code, payments as amended (“Section 409A”), to restructure soon as it can do so without violating such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefitminimum capital requirements.

Severance Benefits. In consideration of your acceptance of this Agreement and it becoming effective, and subject to your meeting in full your obligations hereunder, including your obligation to execute a post-employment general release of claims in the form attached hereto as Exhibit A (the “Release”), and in full consideration of any rights you may have under the Employment Agreement: (a) The Company will pay you your salarya lump sum in the gross amount of $500,000. Such payment shall be made by wire transfer on the later to occur of the following: (i) within four business days of the date this Agreement takes effect (which shall be the date it has been signed by both you and the Company) or (ii) the Separation Date, (b) The Company will grant you, at your final base rate on the Separation Date, 58,334 Stock Units (as such term is defined in the Company’s Amended and Restated 2007 Omnibus Incentive Plan (the “Plan”)) under the Plan which will vest on the Separation Date (such grant, the “Immediately Vesting Award”). The terms and conditions of paythe Immediately Vesting Award will be set forth in a separate award agreement (the “Immediately Vesting Award Agreement”, attached hereto as Exhibit C). The Immediately Vesting Award will be subject to the terms of the Plan and the Immediately Vesting Award Agreement. (c) The Company will grant you, on the Separation Date, 25,000 Stock Units (as such term is defined in the Plan) under the Plan which will vest on the first anniversary of the Separation Date (such grant, the “One Year Vesting Award”). The terms and conditions of the One Year Vesting Award will be set forth in a separate award agreement (the “One Year Vesting Award Agreement”, attached hereto as Exhibit D). The One Year Vesting Award will be subject to the terms of the Plan and the One Year Vesting Award Agreement. (d) Any LTIP Units that are unvested as of the Separation Date will vest as of the Separation Date, and will be subject to the Plan and the LTIP Agreement. (e) Any Stock Options that are unvested as of the Separation Date will vest as of the Separation Date, and will be subject to the Plan and the Stock Option Agreement (as such term is defined in the Employment Agreement); provided, however, that, notwithstanding any provision in the Plan or the Stock Option Agreement to the contrary, all Stock Options that are vested as of the Separation Date will remain exercisable for a period of twelve (12) months one year following the Separation Date Date. (the “Severance Payments”). Severance Payments will be made in the form f) Effective as of salary continuation, and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive to the day following the Separation Date. In addition, in Date the event that Company waives your non-competition obligations under Section 7(a) of the Separation Date occurs on Employment Agreement (but this shall not apply to the Expected Separation Date, then, provisions of the penultimate sentence thereof with respect to your employment during 2018the deal pipeline list set forth in the letter agreement entered into by the parties on August 30, the Company shall pay you a one-time bonus equal to 50% of your target bonus 2013 (the “Designated BonusDeal Pipeline List”); for the avoidance of doubt, which this means that you shall be payable not pursue in any location any hotel management or food or beverage matters involving any of the entities, products or brands appearing under the heading “All Locations Restricted” on the next regular Company payday after Deal Pipeline List, and shall not pursue any hotel management or food or beverage matters at the Separation Date provided other hotel properties identified on the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within Deal Pipeline List during the meaning of Section 409A). (b) If you timely elect to continue participation in the Company’s group health plan and/or dental plan under federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for the twelve (12) months one year period following the Separation Date or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”Date). Notwithstanding the foregoing, in the event that the Company’s payment of the Health Continuation Payments would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefit.

Severance Benefits. In consideration of your acceptance If Executive does not revoke this Agreement as provided for in Section 10 below and complies with all other terms and conditions of this Agreement, Cimpress shall pay or otherwise provide to Executive the following severance benefits at the times set forth below (or, if this Agreement and it becoming is not yet effective, and subject to your meeting in full your obligations hereunder, including your obligation to execute a post-employment general release of claims in as soon as practicable following the form attached hereto as Exhibit A (the “Release”), and in full consideration of any rights you may have under the Employment Agreement:Effective Date): (a) The Company will pay you your salary, at your final base rate of pay, for Cimpress shall make a period of twelve (12) months following the Separation Date (the “Severance Payments”). Severance Payments will be made severance payment to Executive in the form amount of salary continuation$700,000, and will begin on the next regular Company payday after the Separation Date provided the Release has become effectivewhich equals 12 months of Base Salary, and will continue to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive to the day within thirty (30) days following the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% of your target bonus (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (b) If you timely elect Cimpress shall pay one hundred percent (100%) of the COBRA premium incurred by Executive with respect to continue participation the continuation of his current health care coverage for the period commencing March 1, 2017 and ending February 28, 2018; provided, however, that Cimpress’ obligations under this subsection shall cease in the Companyevent Executive obtains new employment and Executive becomes eligible to participate in his new employer’s group health plan and/or dental plan under federal law known as COBRAhealthcare plan. If Executive obtains new employment before the end of the Severance Pay Period, or any successor law he shall promptly give written notice of such eligibility to the Cimpress contact person identified below the Cimpress signature block at the bottom of this Agreement (“COBRACimpress Contact Person”). (c) Cimpress shall accelerate the vesting of Cimpress restricted share units (“RSUs”) held by Executive that, under the Company terms of the respective RSU agreements, are scheduled to vest during the period commencing March 1, 2017 and ending February 28, 2018, so that such RSUs will pay orbe fully vested as of February 28, 2017; provided, however, that in no event will such RSUs be made available to the Executive before the Effective Date. Executive understands and acknowledges that the vesting of RSUs representing a total of 7,650 Cimpress shares is expected to be accelerated under this subsection. (d) Cimpress shall accelerate the vesting of all Cimpress premium-priced share options (“PPSOs”) held by Executive that, under the terms of the respective share option agreements, are scheduled to vest during the period commencing March 1, 2017 and ending February 28, 2018, so that such PPSOs will be fully vested as of February 28, 2017; provided, however, that in no event shall such accelerated PPSOs be made available to the Executive before the Effective Date. Executive understands and acknowledges that the vesting of PPSOs to purchase a total of 27,167 Cimpress shares is expected to be accelerated under this subsection. Further, and after giving effect to the accelerated vesting described in this subsection, Cimpress shall extend to December 31, 2017 (but no later than the original expiration date of such options) the deadline for exercising all vested and unexercised PPSOs and any other Cimpress nonqualified share options (collectively with PPSOs, “NSOs”) held by Executive at its optionFebruary 28, reimburse you2017. (e) Cimpress shall accelerate the service-based vesting of 25% of the Cimpress N.V. performance share units (“PSUs”) held by Executive (rounded to a whole share), on so that such accelerated PSUs will be vested (from a monthly basis for service time standpoint only) as of February 28, 2017; provided, however, that in no event will such PSUs be made available to Executive before the full monthly premium cost Effective Date. For avoidance of doubt, no changes will be made to the performance conditions (as described in section 3 of the PSU agreement) applicable to such PSUs and such PSUs will settle only at the time, and subject to the conditions, set forth in the PSU agreement. (f) Cimpress shall make a one-time, lump sum payment to Executive in the amount of $50,000 to defray incidental and miscellaneous expenses that participation for the twelve may be incurred by Executive in connection with his departure from Cimpress. Cimpress shall make such payment within thirty (1230) months days following the Separation Date orDate. (g) Cimpress shall arrange for Executive to receive, if earlierat Cimpress’ expense, until the date you become eligible to enroll in the health (and/or, if applicable, dental outplacement services from an outplacement services firm selected and vision) plan of a new employer engaged by Cimpress (the “Health Continuation Payments” andOutplacement Services”). The Outplacement Services shall be provided during the period commencing within a reasonable time following Effective Date and ending upon the earlier of (i) Executive’s acceptance of new employment and (ii) February 28, together with 2018. No cash payments will be made to Executive in the Severance Payments event Executive elects not to utilize any or all of the outplacement services. The payments and benefits described in the Designated Bonus, subsections immediately above are referred to collectively as the “Severance Benefits.” The Severance Benefits will be paid or otherwise provided subject to all applicable tax withholdings. If Executive has executed this Agreement prior to the Separation Date, then as a further condition to Executive’s eligibility to receive the Severance Benefits, Executive shall execute and deliver to Cimpress (to the attention of the Cimpress contact person identified below the Cimpress signature block at the bottom of this Agreement (“Cimpress Contact Person”). Notwithstanding ), within the foregoingfive (5) business day period following his last day of employment, a release dated on or after the last day of his employment in the event that the Company’s payment form of the Health Continuation Payments would subject the Company to any tax or penalty under the Patient Protection Exhibit A hereto (which, for avoidance of doubt, shall supplement and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together is in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent addition to the forfeited benefitgeneral release set forth in Section 7 below).

Severance Benefits. In If Employee terminates for Good Reason or is terminated by Choice for any reason other than Cause, Change in Control Termination, Disability or death and Employee executes the Release Agreement within twenty-one (21) days of the Termination Date (or forty-five (45) days if such longer review period is required by the ADEA) and has not revoked the Release Agreement as permitted therein, Choice shall provide to Employee, in consideration of your acceptance of Employee’s promises and covenants contained in this Agreement and it becoming effectivethe Release Agreement, and subject to your meeting in full your obligations hereunder, including your obligation to execute a post-employment general release of claims in the form attached hereto as Exhibit A (the “Release”), and in full consideration of any rights you may have under the Employment AgreementSeverance Benefit equal to: (a) The Company will pay you your salaryDuring the Severance Benefit Period, at your final a bi-weekly payment equal to Employee’s bi-weekly base salary rate of pay, for a period of twelve (12) months following the Separation Date (the “Severance Payments”). Severance Payments will be made in the form of salary continuation, and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive to the day following the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Termination Date, thenless standard deductions, payable in installments in accordance with respect to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% of your target bonus Choice’s normal payroll practices (the “Designated BonusDiscretionary Pay”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A).) ; (b) If you timely elect the Termination Date occurs after June 30 in a given year, then Employee shall be eligible for full payout of the bonus for that fiscal year based on the actual attainment level for the company objectives and at 100% of the individual Management Bonus Objectives. The bonus will be paid out, if at all, at such time as the other corporate officers receive their bonus. (c) Stock option and stock awards granted under Choice’s Long-Term Incentive Plan after the date of this Agreement shall continue to vest and be exercisable during the Severance Benefit Period. At the end of the Severance Benefit Period, vesting shall cease and Employee shall have 90 days thereafter to exercise all stock options that are vested at the end of the Severance Benefit Period. (d) During the Severance Benefit Period, Choice will provide Employee at its expense with its standard outplacement services for executive level employees. Upon obtaining other employment, Employee will be ineligible to continue participation in receiving these outplacement services at Choice’s expense. (e) During the CompanySeverance Benefit Period, (i) Employee may continue deductions for medical, dental, and pre-tax spending accounts while receiving Discretionary Pay, and Employee consents to the customary deductions for such benefits from Discretionary Pay, and (ii) Choice will continue to pay employer contributions to Employee’s medical and dental insurance, and pre-tax spending accounts while Employee is receiving Discretionary Pay. Choice will stop optional deductions for items such as retirement plans and life insurance with Employee’s last paycheck for regular hours worked through the Termination Date. Employee will be eligible to continue group health plan and/or and dental plan under federal law known as COBRA, or any successor law (“COBRA”), benefits at Employee’s own expense in accordance with and to the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for the twelve (12) months following the Separation Date or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the Company’s payment of the Health Continuation Payments would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined extent required by the Company to be consistent with applicable federal COBRA law, by having the Company pay you an after-tax cash equivalent to the forfeited benefit.

Severance Benefits. In consideration of your acceptance of this Agreement and it becoming effectiveaddition, if a Change in Control Severance Payment Event (as defined below) occurs, then the Company shall pay to Employee the Accrued Payments, and subject to your meeting in full your obligations hereundercontingent upon Employee satisfying the Severance Conditions, including your obligation to execute a post-employment general release of claims in the form attached hereto as Exhibit A Company shall also provide Employee the following payments and other benefits (the “ReleaseChange in Control Severance Package”), and in full consideration of any rights you may have under the Employment Agreement:): (ai) Payment of an amount equal to 1.5 times the sum of (i) Employee’s annual rate of Base Salary as of the Termination Date or as of the date of the Change in Control, whichever is greater, plus (ii) Employee’s Target STI Payment, calculated based on Employee’s Base Salary as of the Termination Date or, if greater, as of the date of the Change in Control, payable to Employee on the 30th day following the Termination Date in a lump sum payment; plus (ii) Payment of a Pro-Rata Bonus for the calendar year of termination, payable as soon as administratively feasible following preparation of the Company’s audited financial statements for the applicable calendar year, but in no event later than March 31 (or earlier than January 1) of the calendar year following the calendar year to which such STI Payment relates; and (iii) The Company will shall pay you your salary, at your final base rate of pay, or reimburse on a monthly basis the premiums required to continue Employee’s group health care coverage for a period of twelve eighteen (1218) months following Employee’s Termination Date, under the Separation Date (applicable provisions of COBRA, provided that Employee or his dependents, as applicable, elect to continue and remain eligible for these benefits under COBRA. If necessary to avoid inclusion in taxable income by Employee of the “Severance Payments”). Severance Payments will value of in-kind benefits, such health care continuation premiums shall be made provided in the form of salary continuationtaxable payments to Employee, which payments shall be made without regard to whether Employee elects to continue and remain eligible for such benefits under COBRA, and will begin on in which event Company shall pay to Employee, with each monthly reimbursement, an additional amount of cash equal to A/(1-R)-A, where A is the next regular Company payday after amount of the Separation Date provided reimbursement for the Release has become effectivemonth, and will continue R is the sum of the maximum federal individual income tax rate then applicable to ordinary income and the maximum individual Colorado income tax rate then applicable to ordinary income; (iv) Provided, however, that the sum of (i) and (ii) above shall be paid reduced, but not below zero, by the sum of any actually benefits provided to you at Employee pursuant to Section 5(a)(i), (ii), or (iii) and any payments otherwise required pursuant to Section 5(a)(i), (ii), and (iii) shall not be made. Nothing in this Section 6 shall relieve the Company’s regular payroll dates. The first payment will be retroactive Company or any successor-in-interest thereof of its obligation to continue, following any Change in Control, to provide Employee with the day following the Separation Date. In addition, compensation due pursuant to Section 3 of this Agreement or to otherwise comply with its obligations hereunder in the event that the Separation Date occurs on the Expected Separation Date, then, with respect Employee’s service continues pursuant to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% of your target bonus (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (b) If you timely elect to continue participation in the Company’s group health plan and/or dental plan under federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for the twelve (12) months this Agreement following the Separation Date or, if earlier, until the date you become eligible to enroll occurrence of such Change in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the Company’s payment of the Health Continuation Payments would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefitControl.

Severance Benefits. In consideration (a) If the Executive’s employment terminates by reason of your acceptance an Involuntary Termination or Constructive Termination (in either case, other than a Change of this Agreement and it becoming effectiveControl Termination), and subject (i) the Company will pay the Executive an amount equal to your meeting twelve (12) months of his or her base salary, at the rate in full your obligations hereunder, including your obligation to execute a post-employment general release effect as of claims in the form attached hereto as Exhibit A Termination Date (the “ReleaseInitial Salary Payment”) plus an amount equal to a maximum of six (6) months of his or her base salary for any period beginning as of the first anniversary of the Termination Date during which the Executive has not secured new, reasonably similar full-time employment (the “Additional Salary Payment” and together with the Initial Salary Payment, the “Salary Payment”), provided that the Executive seeks to obtain such new employment and keep the Company informed thereof, consistent with the terms of the Separation Agreement (as such term is defined in full consideration Section 4 below), (ii) if the termination occurs prior to the payment of any rights you may have under an annual cash incentive award from the Employment Agreement: (a) The prior completed year, the Company will pay you your salarythe Executive such unpaid award to the extent the Executive would have received such award should he or she have been employed on the date such awards are paid to the rest of the Company (the “Prior Year Bonus Payment”), at your final base rate (iii) the Company will pay the Executive a pro rata amount of paythe Executive’s annual cash incentive award target for the current year (pro-rated based on the percentage of the year worked prior to the termination) (the “Current Year Bonus Payment”), (iv) the Company will pay the Executive an additional amount equal to the Executive’s full annual cash incentive award target for a period the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (v) provided that the Executive timely elects continued medical coverage pursuant to Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended, the Company will permit the Executive to continue to participate in its group medical plan for twelve (12) months following the Separation Termination Date (the “Initial COBRA Coverage”), plus any additional period during which the Executive is not eligible to participate in a group medical plan of another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date, at the same rate that the Executive would be required to contribute toward such coverage if he or she were actively employed (the “Additional COBRA Coverage”, and together with the Initial COBRA Coverage, the “COBRA Coverage”), and (vi) the Executive will be eligible for outplacement assistance, consistent with industry standards for similarly situated executive officers in the pharmaceutical industry, as determined by the Compensation Committee in its discretion (the “Outplacement Assistance”, collectively with the Salary Payment, the Aggregate Bonus Payment, and the COBRA Coverage, the “Cash Severance PaymentsBenefits”). Severance Payments For the avoidance of doubt, the Additional Salary Payment and the Additional COBRA Coverage will only be made in the form of salary continuation, and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive to the day Executive if he or she has not secured new, reasonably similar full-time employment following the Separation Termination Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% of your target bonus (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (b) If you timely elect as of immediately prior to continue participation in the Company’s group health plan and/or dental plan under federal law known time of the Involuntary Termination or Constructive Termination, as COBRAapplicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or any successor law other equity awards granted by the Company and that are subject to vesting solely based on time (“COBRATime-Based Company Equity Awards”)) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company will pay or, at its option, reimburse you, on a monthly basis for Equity Award that would otherwise have vested had the full monthly premium cost of Executive remained employed with the Company through the date that participation for the twelve is eighteen (1218) months following the Separation Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if earlierno prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section l(b) shall remain outstanding following the Termination Date (but shall not continue to vest in accordance with the terms of the applicable award agreement) and shall vest immediately if, within the twenty-four (24) month period following the Termination Date, the Company enters into a Definitive Agreement; it being understood that if the Company does not so enter into such an agreement during such period, on the date that is twenty-four (24) months following the Termination Date, all Time-Based Company Equity Awards that remain outstanding following the Termination Date and eligible to vest hereunder will automatically terminate and further it being understood that nothing in this subsection (b) shall extend the original expiration date of any Time-Based Equity Award that is a stock option, which shall continue to apply to such stock option. Any Time-Based Company Equity Awards that do not vest pursuant to this subsection (b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section l(b)) may be exercised by the Executive until the date you become eligible to enroll that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the health event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (and/or24) month period, if applicable, dental the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and visionthirty (30) plan days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of a new employer Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the “Health Continuation Payments” and, originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Payments Benefits” and together with the Designated BonusCash Severance Benefits, the “Severance Benefits”). Notwithstanding To the foregoing, in the event that the Company’s payment of the Health Continuation Payments would extent any Time-Based Company Equity Awards are subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended Code (“Section 409A”), vesting will be accelerated only to restructure such benefitthe extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, includingif any, without limitation and if determined of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be consistent determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issued. (c) Subject to Section 8 below, any Initial Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, by having in which case such lump-sum payment will be made on the first regular payroll date of the Company pay you an after-tax cash equivalent following the sixtieth (60th) calendar day following the Termination Date), and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date. In no event will any Outplacement Assistance provided to the forfeited benefitExecutive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurs.

Severance Benefits. (a) In consideration of your acceptance of this Agreement the event Executive’s employment and it becoming effective, and subject to your meeting in full your obligations hereunderservice with the Company terminates for any reason, including your obligation due to execute a post-Executive’s death or disability (such date of termination of employment general release of claims in the form attached hereto as Exhibit A (and service, the “ReleaseDate of Termination”), and in full consideration Executive will be entitled to (i) unpaid Base Salary accrued up to the Date of Termination, (ii) any annual incentive for any completed fiscal year as of the Date of Termination that has not already been paid to the extent that the applicable performance conditions are met, (iii) pay for accrued but unused vacation, (iv) benefits or compensation as provided under the terms of any rights you may have employee benefit and compensation agreements or plans applicable to Executive and under which he has a vested right (including any right that vests in connection with the Employment Agreement: (a) The Company will pay you your salary, at your final base rate termination of pay, for a period of twelve (12) months following the Separation Date (the “Severance Payments”his employment). Severance Payments will be made in the form of salary continuation, and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue (v) reimbursement for any unreimbursed business expenses to be paid which Executive is entitled to you at reimbursement under the Company’s regular payroll dates. The first payment will be retroactive to the day following the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018expense reimbursement policy (collectively, the Company shall pay you a one-time bonus equal to 50% of your target bonus (the “Designated BonusAccrued Obligations”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (b) If you timely elect In the event that Executive’s employment and service with the Company is terminated (i) by the Company involuntarily without Cause, or (ii) by Executive due to continue participation Good Reason, then in addition to the Accrued Obligations, subject to Executive’s execution of a written release agreement in a form acceptable to the Company (the “Release”) within forty-five (45) days following the Date of Termination (and non-revocation of the Release during the applicable revocation period), Executive shall be entitled to: (i) Severance pay in an amount equal to two-hundred percent (200%) of the sum of Executive’s Base Salary in effect at the time of termination and Target Annual Incentive payable in a lump sum on the Payment Date (as defined below); (ii) (A) Continued healthcare coverage for the 24-month period immediately after the Date of Termination, with the same coverage option as in effect immediately before the Date of Termination (or substantially similar coverage option in the Companyevent such prior coverage option is eliminated or unavailable) and under the same terms and conditions such coverage is otherwise made available to active employees of NIC after Executive’s group health plan and/or dental plan termination, with such coverage being provided in lieu of any post-termination healthcare continuation coverage which Executive and his covered spouse and dependents would otherwise have been entitled to receive on account of said termination under applicable federal law known as COBRA, or any successor and state law (“COBRACOBRA Coverage”); provided that for the first 12-month period, Executive shall pay for such coverage at the Company will current rate for active employers who participate in the same plan at the same level of coverage and for the remaining 12-month period, Executive shall pay or, at its option, reimburse you, for such coverage on a monthly Cost of Coverage basis (as defined below); (B) continued life insurance coverage for the full monthly premium cost 24-month period immediately after the Date of Termination, in the same amount as in effect immediately before the Date of Termination and under the same terms and conditions such coverage is otherwise made available to active employees of NIC following Executive’s termination; (C) 12 months of outplacement services with the Company-designated service provider, and provided that participation the Executive initiates services within sixty (60) days after the Date of Termination; provided, that the payment for such outplacement services shall in no event extend beyond the twelve last day of the second taxable year of the Executive following the taxable year of the Executive in which the termination occurred; (12D) any flexible perquisite allowance actually paid to Executive at or before the Date of Termination shall be retained by Executive; and (E) such pension and post-retirement health and life insurance benefits due to Executive upon his termination pursuant to and in accordance with the respective Company-sponsored benefit plans, programs, or policies under which they are accrued or provided (including grow-in rights as provided under the terms of the applicable plan, program or policy). For purposes of this Agreement, “Cost of Coverage” means the amount equal to 100% of the “applicable premium” as defined under Section 4980B(f)(4) of the Code. For purposes of this Agreement, the “Payment Date” means within thirty (30) days immediately following the expiration of the applicable revocation period following the execution of the Release; provided that payment shall be made no later than 2 1/2 months following the Separation Date orend of the calendar year in which the termination occurs; provided, if earlierhowever, until the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, that in the event that a payment is administratively impracticable to make by the Company’s payment end of the Health Continuation Payments would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (2 1/2 month period, then such payment shall be made as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, soon as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together administratively practicable in good faith, consistent accordance with the requirements for compliance with or exemption from Section 409A of the Internal Revenue CodeCode and the regulations thereunder (collectively, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefit.

Severance Benefits. In consideration (a) Subject to Executive's completion of your acceptance of all eligibility requirements set forth in this Agreement and it becoming effectiveSection 5, if Executive suffers an Employment Loss during the Employment Period, Executive will be entitled to receive the following severance award benefits (collectively, the "Severance Benefits"): (i) a lump-sum payment equal to two (2) times Executive's annual Base Salary in effect at the time Executive suffers the Employment Loss (which payment will be subject to all applicable federal, state, and subject local tax withholdings and required contributions for the continuation of health and welfare Employee Benefits during the Employee Benefits Period (defined below)), payable on first (1st) business day after the expiration of the seven (7)-day revocation period referred to your meeting in full your obligations hereunder, including your obligation to execute a post-employment general release Section 12(g) of claims in the form General Release attached hereto as Exhibit A (the “"General Release”"), and in full consideration of any rights you may have under the Employment Agreement:; (aii) The Company will pay you your salary, at your final base rate continuation of pay, all health and welfare Employee Benefits for a period of twelve two (122) months following years (or such longer period, without duplication, as required by the Separation Date Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA")) commencing on the date of his Employment Loss (the “Severance Payments”). Severance Payments will be made in the form of salary continuation, and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive to the day following the Separation Date. In addition"Employee Benefits Period") or, in the event that the Separation Date occurs Executive is covered by a Third Party Health Plan on the Expected Separation Date, then, with respect to your employment during 2018date of his Employment Loss, the Company shall pay you ability to elect coverage and participate in the Company's health benefits plan for a period beginning upon the loss of coverage under the Third Party Health Plan and ending two (2) years after the Employment Loss Date; (iii) a one-time bonus equal to 50% Emergence Bonus in accordance with Section 3(b) hereof if the Emergence Date occurs within 180 days following the date of your target bonus the Executive's Employment Loss; (iv) continuation of Executive's coverage under the “Designated Bonus”)Company's D&O Insurance policy, which or the Company shall be payable provide Executive with similar coverage, in either case, on substantially the next regular Company payday after same terms and conditions until the Separation Date provided third (3rd) anniversary of the Release has become effective, but not later than March 15, 2019 date of Executive's Employment Loss; and (or such earlier v) payment of any accrued unpaid Base Salary and any accrued unused vacation through the date so as to qualify such amount as a short-term deferral within the meaning of Section 409A)his Employment Loss. (b) If you timely elect To receive the Severance Benefits described under Section 5(a), Executive must have executed and delivered to continue participation in the Company the General Release, which release shall include, without limitation, the resignation of Executive from all positions as a director or officer of the Company’s group health plan and/or dental plan under federal law known as COBRA, any subsidiary thereof, and any other entity that Executive is serving in such capacity at the request of the Company. If Executive fails or refuses to execute the General Release, or revokes the General Release prior to the expiration of the seven (7)-day revocation period referred to in Section 12(g) of the General Release, Executive shall not be entitled to receive the Severance Benefits described under Section 5(a). In the event Executive executes the General Release, the Company shall execute a release in favor of Executive with respect to those claims which the Company would have the power to indemnify Executive in accordance with Section 145 of the General Corporation Law of the State of Delaware. (c) Executive shall not be required to mitigate the amount of the Severance Benefits by seeking other employment or otherwise, nor shall such amount be reduced by any successor law compensation received from other employment. (“COBRA”d) If Executive dies after he suffers an Employment Loss but before he receives payment of the Severance Benefits described in Section 5(a)(i), 5(a)(iii) and 5(a)(v), the Company will pay orsuch benefits to Executive's estate; provided, at its optionhowever, reimburse youthat, on a monthly basis for Executive or Executive's estate, as the full monthly premium cost of that participation for the twelve (12) months following the Separation Date orcase may be, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together has complied with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the Company’s payment terms of the Health Continuation Payments would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act Section 5 (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined by limitation, execution of the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent General Release). (e) Notwithstanding any provision of this Agreement to the forfeited benefitcontrary, Executive shall automatically forfeit any and all rights to any and all Severance Benefits and any and all other benefits under this Agreement, other than payment of accrued unpaid Base Salary and accrued unused vacation through the date of termination of Executive's employment, if, prior to the Due Date: (i) Executive's employment is terminated with Cause; (ii) Executive voluntarily resigns without Good Reason; or (iii) Executive is part of a Group that is formed for the purpose of consummating a Management Buyout and such Management Buyout is consummated.

Severance Benefits. In consideration of your acceptance of First Busey will pay severance benefits to Employee as follows: (i) If this Agreement and it becoming effectiveEmployee’s employment hereunder are terminated by First Busey without Cause pursuant to Section 4(a), and subject or by reason of Employee’s Constructive Discharge pursuant to your meeting in full your obligations hereunderSection 4(c), including your obligation or due to execute a post-employment general release Employee’s disability or death pursuant to Section 4(e) or 4(f), First Busey will pay Employee an amount equal to the sum of claims in her then applicable annual base salary, plus the form attached hereto as Exhibit A amount of the most recent performance bonus that First Busey awarded to Employee pursuant to Section 3(b) (collectively, the “ReleaseSeverance Payment”). If the effective date of termination occurs before the last day of the then current term, the Severance Payment will also include the value of the contributions that would have been made to Employee or for her benefit under all applicable retirement and other employee benefit plans had she remained in full consideration First Busey’s employ through the last day of any rights you may have under the Employment Agreement: (a) The Company then current term. First Busey will pay you your salaryalso continue to provide Employee and her dependents, at your final base rate the expense of payFirst Busey, with continuing coverage under all existing life, health and disability programs for a period of twelve one (121) months year following the Separation Date effective date of termination. In addition, if Employee is terminated without Cause pursuant to Section 4(a), or by reason of Employee’s Constructive Discharge pursuant to Section 4(c), or due to Employee’ s disability or death pursuant to Section 4(e) or 4(f), within the eighteen (18) month period immediately preceding a Change of Control, then upon the “Change of Control, First Busey or its successor will pay Employee the difference between the amount paid pursuant to this Section 4(g)(i) and the amount which would have been paid pursuant to Section 4(g)(ii) had Employee’s employment not earlier terminated. (ii) If within one (1) year after a Change of Control occurs this Agreement and Employee’s employment hereunder are terminated by Employee pursuant to Section 4(a), (c) or (d), or this Agreement and Employee’s employment hereunder are terminated by First Busey or its successor pursuant to Section 4(a) or (b) in other words, if terminated for any reason after Change in Control, including if fired for Cause, severance will be paid either within the eighteen (18) month period immediately preceding a Change of Control or at any time after a Change of Control occurs, then First Busey or its successor will pay Employee an amount equal to the greater of Three Hundred Thousand Dollars ($300,000) or two (2) times the Severance Payments”)Payment. Severance Payments In this event, First Busey or its successor will also continue to provide Employee and her dependents, at the expense of First Busey or its successor, with continuing coverage under all existing life, health and disability programs for a period of three (3) years following the effective date of termination. (iii) All payments that become due to Employee under this Section 4(g) will be made in the form equal monthly installments unless First Busey elects to make those payments in one (1) lump sum. First Busey will be obligated to make all payments that become due to Employee under this Section 4(g) whether or not she obtains other employment following termination or takes steps to mitigate any damages that she claims to have sustained as a result of salary continuation, and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue to be paid to you at the Company’s regular payroll datestermination. The first payment will be retroactive payments and other benefits provided for in this Section 4(g) are intended to the day following the Separation Date. In addition, in the event supplement any compensation or other benefits that the Separation Date occurs on the Expected Separation Date, then, have accrued or vested with respect to your employment during 2018, Employee or her account as of the Company shall pay you a one-time bonus equal to 50% effective date of your target bonus (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A)termination. (biv) If you timely elect to continue participation in the Company’s group health plan and/or dental plan First Busey and Employee intend that no portion of any payment under federal law known as COBRAthis Agreement, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis payments to or for the full monthly premium cost benefit of that participation for the twelve (12) months following the Separation Date orEmployee under any other agreement or plan, if earlier, until the date you become eligible be deemed to enroll be an “Excess Parachute Payment” as defined in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the Company’s payment of the Health Continuation Payments would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) 280G of the Internal Revenue Code of 1986, as amended (the “Section 105(h)Code”), or applicable regulations its successors. It is agreed that the present value of any payments to or guidance issued under for the ACA benefit of Employee in the nature of compensation, as determined by the legal counsel or certified public accountants for First Busey in accordance with Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A 280G(d)(4) of the Internal Revenue Code, as amended receipt of which is contingent on the Change of Control of First Busey, and to which Section 280G of the Code applies (in aggregate “Section 409ATotal Payments”), shall not exceed an amount equal to restructure one dollar ($1.00) less than the maximum amount which First Busey may pay without loss of deduction under Section 280G(a) of the Code. (v) First Busey may elect to defer any payments that may become due to Employee under this Section 4(g) if, at the time the payments become due, First Busey is not in compliance with any regulatory-mandated minimum capital requirements or if making the payments would cause First Busey’s capital to fall below such benefitminimum capital requirements. In this event, including, First Busey will resume making the payments as soon as it can do so without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefitviolating such minimum capital requirements.

Severance Benefits. In consideration of If your acceptance of this Agreement and it becoming effectiveemployment with the Employer is terminated by the Employer without Cause or you resign for Good Reason, and subject you will also become eligible to your meeting in full your obligations hereunder, including your obligation receive: (i) an aggregate amount equal to execute a post-employment general release of claims in the form attached hereto as Exhibit A (the “Release”), and in full consideration of any rights you may have under the Employment Agreement: (a) The Company will pay you your salary, at your final base rate of pay, for a period of twelve (12) months of your Base Salary (collectively, “Severance Pay”), to be paid in equal installments in accordance with the Employer’s regular payroll cycle and commencing on the first payroll date following the Separation Date 60th day following your date of termination, and (ii) if you or any of your eligible dependents elect continued coverage under the medical plan or plans (including any dental, vision, prescription drug, or similar plan) offered to employees of the 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 PaymentsCOBRA Period”). Severance Payments will be made in ) for the form comparable level of salary continuation, coverage as you and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive to the day following the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% eligible dependents were receiving as of your target bonus termination date (the collectively, “Designated BonusCOBRA Benefits”), which in each case subject to Required Withholding and to Sections 4.2, 4.4, 12 and 13. To the extent applicable and to the extent permitted by law, any COBRA Benefits provided to you and/or your dependents shall be payable on the next regular Company payday after the Separation Date provided the Release has become effectiveconsidered part of, but and not later than March 15in addition to, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (b) If you timely elect to continue participation in the Company’s group health plan and/or dental plan any coverage required under federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for the twelve (12) months following the Separation Date or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, if the Employer’s obligation to provide COBRA Benefits would result in the event that imposition of excise taxes on the Company’s payment Employer or its Affiliates for failure to comply with the nondiscrimination requirements of the Health Continuation Payments would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (of 2010, as amended from time to timeamended, and the “ACA”) or Section 105(h) Health Care and Education Reconciliation Act of the Internal Revenue Code of 19862010, as amended (“Section 105(h)”to the extent applicable), or applicable regulations or guidance issued under the ACA or Section 105(h)Employer shall discontinue the COBRA Benefits, shall instead pay to you a payment equal to the employer portion of premium costs of health benefits provided to you and your dependents for the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A remainder of the Internal Revenue Code, as amended (“Section 409A”), Severance COBRA Period. Severance Pay does not entitle you to restructure such benefit, including, without limitation any other ongoing benefits from the Employer and if determined by you will not be an employee of the Company to be consistent with applicable law, by having the Company pay Employer for any purpose during any period that you an after-tax cash equivalent to the forfeited benefitare receiving Severance Pay.

Severance Benefits. In consideration of your acceptance of this Agreement and it becoming effectiveProvided Employee is in compliance with ------------------ Paragraph 4(b)(viii) hereof, and subject Company will pay or provide the following severance benefits to your meeting Employee in full your obligations hereunder, including your obligation to execute a post-employment general release of claims in the form attached hereto as Exhibit A (the “Release”), and in full consideration lieu of any rights you may have separation payments otherwise provided upon termination of employment under the Employment Agreementany other severance pay or similar plan or policy of Company: (ai) The Company will pay you your salaryTwelve (12) consecutive monthly payments each equal to one- twelfth (1/12th) of Employee's annual basic compensation in effect immediately prior to Employee's termination; (ii) Twelve (12) consecutive monthly payments each equal to one- twelfth (1/12th) of the higher of (A) Employee's discretionary bonus for the previous calendar year, at your final base rate or (B) the average of payEmployee's discretionary bonus for the previous three (3) calendar years (or such fewer calendar years as Employee has been employed), for a period in each case prorated to the date of Employee's termination; (iii) For the twelve (12) months month period following the Separation Date date of termination of Employee's employment, Company will maintain in full force and effect for the continued benefit of Employee each employee benefit plan in which Employee was a participant immediately prior to the date of Employee's termination, unless an essentially equivalent and no less favorable benefit is provided by a subsequent employer at no additional cost to Employee. If the terms of any employee benefit plan of Company do not permit continued participation by Employee, then Company will arrange to provide to Employee (at Company's cost) a benefit substantially similar to and no less favorable than the “Severance Payments”benefit Employee was entitled to receive under such plan at the end of the period of coverage. (This provision specifically is not applicable to Employee's car phone, parking and club dues, which benefits end upon Employee's date of termination of employment.) (iv) For the twelve (12) month period following the date of termination of Employee's employment, Company will treat Employee for all purposes as an Employee under all of Company's retirement plans in which Employee was a participant on the date of termination of Employee's employment or under which Employee would become eligible during such twelve (12) month period (hereinafter referred to collectively as the "Plan"). Severance Payments will Benefits due to Employee under the Plan shall be made in the form of salary continuation, and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue computed as if Employee had continued to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive to the day following the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018, the an Employee of Company shall pay you a one-time bonus equal to 50% of your target bonus (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (b) If you timely elect to continue participation in the Company’s group health plan and/or dental plan under federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for the twelve (12) months month period following termination of employment. If under the Separation Date or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the Company’s payment terms of the Health Continuation Payments would subject Plan such continued coverage is not permitted, Company will pay to Employee or Employee's estate a supplemental benefit in an amount which, when added to the Company benefits that Employee is entitled to any tax or penalty receive under the Patient Protection and Affordable Care Act Plan, shall equal the amount that Employee would have received under the Plan had Employee remained an employee of Company during such twelve (as amended from time to time, the “ACA”12) or Section 105(hmonth period (v) of the If any excise tax imposed under Internal Revenue Code of 1986Section 4999 or any successor provision, as amended (“Section 105(h)”after the date hereof, is due and owing by Employee as a result of any amount paid or payable pursuant to this Paragraph 4(c), Company shall indemnify and hold Employee harmless against all such excise taxes and any interest, penalties or applicable regulations costs with respect thereto. (vi) Company will be obligated to make all payments that become due to Employee under this Paragraph 4(c) whether or guidance issued not he obtains other employment following termination. The payments and other benefits provided for in this Paragraph 4(c) are intended to supplement any compensation or other benefits that have accrued or vested with respect to Employee or his account as of the effective date of termination. (vii) Company may elect to defer any payments that may become due to Employee under this Paragraph 4(c) if, at the ACA time the payments become due, Company, Women's Bank or Section 105(h), you and the Company agree to work together any of Company's other subsidiaries is not in good faith, consistent with the requirements for compliance with any regulatory-mandated minimum capital requirements or exemption from Section 409A if making the payments would cause Company's, Women's. Bank's or any of Company's other subsidiaries' capital to fall below such minimum capital requirements. In this event, Company will resume making the Internal Revenue Code, payments as amended (“Section 409A”), to restructure soon as it can do so without violating such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefitminimum capital requirements.

Severance Benefits. In consideration of your acceptance of this Agreement and it becoming effectiveaddition, if a Change in Control Severance Payment Event (as defined below) occurs, then the Company shall pay to Employee the Accrued Payments, and subject to your meeting in full your obligations hereundercontingent upon Employee satisfying the Severance Conditions, including your obligation to execute a post-employment general release of claims in the form attached hereto as Exhibit A Company shall also provide Employee the following payments and other benefits (the “ReleaseChange in Control Severance Package”), and in full consideration of any rights you may have under the Employment Agreement:): (ai) Payment of an amount equal to 3.0 times the sum of (i) Employee’s annual rate of Base Salary as of the Termination Date or as of the date of the Change in Control, whichever is greater, plus (ii) Employee’s Target STI Payment, calculated based on Employee’s Base Salary as of the Termination Date or, if greater, as of the date of the Change in Control, payable to Employee on the 30th day following the Termination Date in a lump sum payment; plus (ii) Payment of a Pro-Rata Bonus for the calendar year of termination, payable as soon as administratively feasible following preparation of the Company’s audited financial statements for the applicable calendar year, but in no event later than March 31 (or earlier than January 1) of the calendar year following the calendar year to which such STI Payment relates; and (iii) The Company will shall pay you your salary, at your final base rate of pay, or reimburse on a monthly basis the premiums required to continue Employee’s group health care coverage for a period of twelve eighteen (1218) months following Employee’s Termination Date, under the Separation Date (applicable provisions of COBRA, provided that Employee or his dependents, as applicable, elect to continue and remain eligible for these benefits under COBRA. If necessary to avoid inclusion in taxable income by Employee of the “Severance Payments”). Severance Payments will value of in-kind benefits, such health care continuation premiums shall be made provided in the form of salary continuationtaxable payments to Employee, which payments shall be made without regard to whether Employee elects to continue and remain eligible for such benefits under COBRA, and will begin on in which event Company shall pay to Employee, with each monthly reimbursement, an additional amount of cash equal to A/(1-R)-A, where A is the next regular Company payday after amount of the Separation Date provided reimbursement for the Release has become effectivemonth, and will continue R is the sum of the maximum federal individual income tax rate then applicable to ordinary income and the maximum individual Colorado income tax rate then applicable to ordinary income; (iv) Provided, however, that the sum of (i) and (ii) above shall be paid reduced, but not below zero, by the sum of any actually benefits provided to you at Employee pursuant to Section 5(a)(i), (ii), or (iii) and any payments otherwise required pursuant to Section 5(a)(i), (ii), and (iii) shall not be made. Nothing in this Section 6 shall relieve the Company’s regular payroll dates. The first payment will be retroactive Company or any successor-in-interest thereof of its obligation to continue, following any Change in Control, to provide Employee with the day following the Separation Date. In addition, compensation due pursuant to Section 3 of this Agreement or to otherwise comply with its obligations hereunder in the event that the Separation Date occurs on the Expected Separation Date, then, with respect Employee’s service continues pursuant to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% of your target bonus (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (b) If you timely elect to continue participation in the Company’s group health plan and/or dental plan under federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for the twelve (12) months this Agreement following the Separation Date or, if earlier, until the date you become eligible to enroll occurrence of such Change in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the Company’s payment of the Health Continuation Payments would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefitControl.

Severance Benefits. In consideration of your acceptance of this Agreement and it becoming effective, and subject to your meeting in full your obligations hereunder, including your obligation to execute a post-employment exchange for the general release of claims in the form attached hereto as Exhibit A (the “Release”)and other good and valuable consideration, and in full consideration of any rights you may have under pursuant to the Employment Agreement: , the Company agrees to pay and provide to Executive: (ai) The a total sum of $325,000, which represents twelve (12) months of Executive’s base salary as of the Separation Date, and (ii) if Executive elects to continue Executive’s health, dental, and/or vision insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA), cash payments equal to the difference between Executive’s COBRA continuation coverage premiums and the amount of premiums paid by similarly situated active employees of the Company will pay you your salaryunder the Company’s health, at your final base rate of paydental, for a period and/or vision insurance plans until the earlier of twelve (12) months following the Separation Date or the date Executive is eligible to receive coverage and benefits from a new employer (collectively referred to as the “Base Severance Pay”). The Base Severance Pay shall be paid in twelve equal installments (subject to applicable withholdings and deductions, including state and federal payroll taxes) in accordance with the Company’s normal payroll practices, with the first payment (the “Severance PaymentsInitial Payment”). Severance Payments will be ) being made in the form of salary continuation, and will begin on the next regular Company payday first payroll period (the “Initial Payment Date”) occurring on or after January 1, 2017 (pursuant to Section 8(d) of the Separation Date Employment Agreement), which Initial Payment shall include the amount of any installments that would have occurred between the execution of this Agreement and the Initial Payment Date. Executive acknowledges that Executive shall forfeit the benefits provided for in this Section 3 unless the Release has become effective, and will continue to be paid to you at following occurs: (i) Executive executes this Agreement; (ii) the Company’s regular payroll dates. The first payment will be retroactive Revocation Period described in Section 26 below expires prior to the day following Initial Payment Date; and (iii) Executive returns all Company property in accordance with Sections 9 and 13 herein prior to the Separation DateInitial Payment date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018as further consideration for Executive’s execution of this Agreement, the Company shall also agrees to pay you Executive a one-time bonus equal that Executive is entitled to 50% receive under Section 3(b) of your target the Employment Agreement for 2016 in an amount paid to similarly situated executives and pursuant to the Company’s bonus plan (hereinafter referred to as the “Designated BonusBonus Severance Pay”). The Bonus Severance Pay, shall be paid on the first payroll period following approval of the bonus by the Company’s Board of Directors, which shall occur no later than April 15, 2017, provided that Executive has complied, and continues to comply, with Executive’s obligations under this Agreement. The Bonus Severance Pay shall be payable on subject to applicable withholdings and deductions, including state and federal payroll taxes. Executive acknowledges that the next regular Base Severance Pay and the Bonus Severance Pay are in addition to any compensation Executive has earned from the Company payday after the through Executive’s Separation Date provided and that Executive would not be entitled to either the Release has become effective, Base Severance Pay or the Bonus Severance Pay but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning for Executive’s execution of Section 409A)this Agreement. (b) If you timely elect to continue participation in the Company’s group health plan and/or dental plan under federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for the twelve (12) months following the Separation Date or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the Company’s payment of the Health Continuation Payments would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefit.

Severance Benefits. In consideration of your acceptance of If the Executive’s employment with the Company is terminated pursuant to Section 6(d)hereof, the Executive shall be entitled to receive as her sole and exclusive remedy the termination benefits provided under this Agreement and it becoming effective, and subject to your meeting in full your obligations hereunder, including your obligation to execute a post-employment general release of claims in the form attached hereto as Exhibit A Section 9 (the “ReleaseSeverance Benefits”). As a condition of receiving Severance Benefits, Executive agrees to sign an effective legal release (in any form the Board of Directors may require) waiving any and all claims she has or may have against the Company, AACC and their agents, employees, directors, subsidiaries, attorneys, successors, assigns, and in full consideration affiliates, as of any rights you may have under the Employment Agreement:date of her termination. (a) The Company will pay you your salaryExecutive shall be paid periodically, according to the Company’s payroll policy, her Regular Base Salary at your final base the rate of pay, in effect on the Section 6(d) Termination Date for a period of twelve (12) months, provided that the Company, in its sole discretion, may elect to pay the Executive’s Regular Base Salary for up to one additional year for the purpose of extending the term of the Executive’s covenants set forth in Sections 7(a) and 7(c) during that additional one year period. The Executive shall also be paid the pro rata portion of each of the Bonus and the Purchased Receivables Bonus, if any, due to the Executive in accordance with Sections 3(b) and 3(c) for the fiscal year in which she was terminated. The Company shall make these pro rata Bonus and Purchased Receivables Bonus payments within two and one-half months following the Separation Date (the “Severance Payments”). Severance Payments will be made in the form of salary continuation, and will begin on the next regular Company payday after the Separation Date provided end of its fiscal year to which the Release has become effective, Bonus and will continue to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive to the day following the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% of your target bonus (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 Purchased Receivables Bonus relates (or such earlier date so later time as is allowed in accordance with Treasury Regulation 1.409A-3(d)), with payment made promptly after the Company makes bonus payments to qualify such amount as a short-term deferral within its executive officers. The Executive shall not be entitled to any further notice, severance pay, pay in lieu of notice or any compensation whatsoever, except any amounts owing under this Agreement. The Executive agrees that the meaning foregoing notice is deemed conclusively to be reasonable notice of Section 409A)termination at common law and the Executive is not entitled to any additional notice or pay in lieu of notice or severance pay. The Executive acknowledges that the Company has drawn her attention to the provisions contained herein prior to executing this Agreement. (b) If you timely elect The Company shall pay the costs necessary to continue the Executive’s participation pursuant to COBRA (to the extent applicable) for a period of 18 months following the Section 6(d) Termination Date (including dependent coverage) in any life, disability, group health and dental benefit plans provided by the Company’s group health plan and/or dental plan under federal law known as COBRA, or any successor law (“COBRA”)in effect immediately prior to the Section 6(d) Termination Date. Following the Section 6(d) Termination Date, the Company will pay or, at its option, reimburse you, on a monthly basis for shall not be obligated to (i) provide business accident insurance covering the full monthly premium cost of that participation for the twelve Executive or (12ii) months following the Separation Date or, if earlier, until the date you become eligible to enroll make contributions in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the Company’s payment respect of the Health Continuation Payments would subject the Company Executive to any tax qualified retirement and pension plans or penalty under profit sharing plans for compensation paid after the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h6(d)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefit.

Severance Benefits. In consideration the event the Company exercises its rights under this subparagraph, you will be entitled to payment of the Accrued Amounts. In addition, subject to the terms and conditions of the Agreement and your timely execution and non-revocation of the Release, the Company will provide you with the following: (A) continuation of your acceptance Base Salary (as of this Agreement and it becoming effective, and subject to your meeting in full your obligations hereunder, including your obligation to execute a post-employment general release of claims in the form attached hereto as Exhibit A NLR Date) for the two (the “Release”), and in full consideration of any rights you may have under the Employment Agreement: (a) The Company will pay you your salary, at your final base rate of pay, for a 2)-year period of twelve (12) months immediately following the Separation NLR Date (the “Severance PaymentsNLR Period”). Severance Payments will be made in the form of salary continuation, and will begin ) on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive ; (B)(i) an amount equal to your Bonus Plan Target, pro-rated for the period of the Bonus Plan year corresponding to the day following NLR Date that you were actively employed (exclusive of the Separation Date. In additionGarden Leave) and calculated based on actual achievement of applicable performance criteria, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect and (ii) continued entitlement to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% payment of your target bonus Bonus Plan Target (calculated as of the “Designated Bonus”)NLR Date) for the NLR Period, which shall be payable on the next regular Company payday after applicable Bonus Payment Dates and subject to the Separation terms and conditions of the Bonus Plan (which, for the avoidance of doubt, equals a total payout of two times (2x) your Bonus Plan Target); (C) continued vesting during the NLR Period of any outstanding and unvested LTI Awards (except for any unvested tranches of the Founders Grant as provided in subparagraph 3(d)) granted prior to the NLR Date (provided that to the Release has become effectiveextent the terms of the award statements governing the applicable LTI Awards provide more favorable vesting treatment at termination of employment, but not later than March 15, 2019 those terms will apply in lieu of this sub-clause); and (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (bD) If you timely elect to continue continued participation in the Company’s group health plan benefits plans and programs as provided under paragraph 4(a) for you and your eligible dependents enrolled as of the NLR Date, at a similar cost to you as active employees and subject to the terms and conditions of such plans and programs and applicable law. In the event your continued participation in the Company’s medical, dental, and/or dental plan under federal law known as COBRAvision plans is barred or otherwise results in adverse tax consequences for the Company, or any successor law (“COBRA”), then the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for the twelve (12) months following the Separation Date or, if earlier, until the date you become eligible arrange to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the Company’s payment of the Health Continuation Payments would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), provide you and the Company agree your eligible dependents with substantially similar coverage to work together that which such persons would have otherwise been entitled to receive under such benefit programs from which such continued participation is barred, which may include a cash payment in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefitlieu thereof.

Severance Benefits. In consideration of your acceptance of If the Executive enters into, does not revoke and complies with this Agreement including the Continuing Obligations (as defined below) and it becoming effectivethe Executive performs active services and does not end the Transition Period without the Company’s consent prior to the Anticipated Separation Date and performs the Consulting Services to the extent reasonably requested by the Company, and subject to your meeting in full your obligations hereunder, including your obligation to execute a post-employment general release of claims in the form attached hereto as Exhibit A (Company shall pay the “Release”), and in full consideration of any rights you may have under the Employment AgreementExecutive: (a) The Company will severance pay you your salary, at your final base rate of pay, for a period of twelve nine (129) months following of the Separation Date (the “Severance Payments”). Severance Payments will be made Executive’s Base Salary payable in the form of salary continuation, and will begin equal monthly increments on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue to be paid to you at the Company’s regular payroll dates. The dates applicable to Executive’s position following the Separation Date, provided the first payment will be retroactive to paid on the day next regular payroll date practicable following the later of: (i) the Separation Date. In addition, or (ii) the Effective Date of this Agreement (as defined below) (in either event the event that “First Severance Payroll Date”); (b) subject to the Separation Date occurs on Executive’s co-payment of premium amounts at the Expected Separation Date, then, with respect applicable active employee rate and the Executive’s proper election to your employment during 2018receive benefits under COBRA, the Company shall pay you to the group health plan provider or the COBRA provider a one-time bonus monthly payment equal to 50% the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of your target (i) the 9-month anniversary of the Separation Date; (ii) the date the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (iii) the cessation of the Executive’s health continuation rights under COBRA; (c) a prorated bonus amount for 2023 equal to $97,139.00, less applicable deductions and withholdings, payable on the First Severance Payroll Date; (d) subject to the approval of the Company’s Board of Directors or the Compensation Committee thereof, and notwithstanding anything to the contrary in the Equity Documents, the one year cliff vesting date for the Executive’s stock option grant dated March 1, 2023 (the “Designated BonusMarch 2023 Option”)) will be waived and the Executive will vest in the March 2023 Option on a pro rata basis, which shall be payable calculated based on the next regular Company payday after number of months (rounded up to the Separation Date provided nearest month) elapsed between the Release has become effective, but not later than vesting commencement date of the March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (b) If you timely elect to continue participation in the Company’s group health plan and/or dental plan under federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for the twelve (12) months following the Separation Date or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments 2023 Option and the Designated Bonus, last date of the “Severance Benefits”). Notwithstanding the foregoing, in the event Post-Employment Consulting Period such that the Company’s payment Executive will be vested in an aggregate of 62,500 shares subject to the March 2023 Option, and the remaining portion of the Health Continuation Payments would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (March 2023 Option will terminate as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A last date of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an afterPost-tax cash equivalent to the forfeited benefitEmployment Consulting Period.

Severance Benefits. In consideration of your acceptance (a) If (A) during the Initial Term of this Agreement and it becoming effectiveAgreement, (x) the Companies terminate the employment of Executive for any reason other than Cause, death or Disability, or (y) the Executive terminates employment with the Companies for Good Reason, and (B) the Executive executes the Release as required in Section 5(c) hereof, the Executive shall receive the following benefits: (i) Cash in an amount equal to the vested Retention Benefits under Section 4(b) hereof that have not been paid to Executive on or before the Date of Termination; (ii) Cash in an amount equal to the Non-Compete Payment; (iii) Cash in an amount equal to the sum of (A) Executive’s current Annual Base Salary (but no less than the Annual Base Salary on the Effective Date) plus (B) Executive’s Average Annual Incentive Awards and Bonuses; and (iv) Cash payments in lieu of benefits (e.g., group insurance) in an amount equal to 22.5% of Executive’s Annual Base Salary. (b) If (A) during any Renewal Term of this Agreement, (x) the Companies terminate the employment of Executive for any reason other than Cause, death or Disability, or (y) the Executive terminates employment with the Companies for Good Reason, and (B) the Executive executes the Release as required in Section 5(c) hereof, the Executive shall receive the following benefits: (i) An amount equal to the Executive’s Annual Base Salary; (ii) An amount equal to the Executive’s Average Annual Incentive Award(s) and Bonus(es); (iii) Payment of the Executive’s monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (A) twelve (12) months from the Date of Termination; (B) until the Executive no longer has coverage under COBRA; or (C) until the Executive becomes eligible for substantially similar coverage under a subsequent employer’s group health plan; (iv) Outplacement services that are customary to Executive’s position; and (v) Payment of the Non-Compete Payment subject to your meeting and in full your obligations hereunder, including your obligation accordance with the terms and provisions of Section 8(b) hereof. (c) Executive understands and agrees that the payment of Cash Severance Benefits is subject to execute a post-employment general release and conditioned upon the execution of claims the Release substantially in the form attached hereto as Exhibit A “A” (the “Release”)) within twenty-two days after the Date of Termination without subsequent revocation by Executive within seven (7) days after execution of the Release. Subject to the foregoing, and payment of the Cash Severance Benefits shall be made to Executive in full consideration cash or good funds in equal monthly installments during the Restricted Period in accordance with the normal payroll practices of any rights you may have under PROASSURANCE in effect on the Employment Agreement: (a) Date of Termination. The Company will pay you your salary, at your final base rate payment of pay, for a period of twelve (12) months the Cash Severance Benefits shall commence on the first payroll payment date following the Separation Date expiration of thirty (the “Severance Payments”). Severance Payments will be made in the form of salary continuation, and will begin on the next regular Company payday 30) days after the Separation Date of Termination; provided that the Release has become effective, and will continue obligation of the Companies to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive pay such Cash Severance Benefits to the day following the Separation Date. In addition, Executive shall be subject to termination as provided in Section 10 hereof in the event the Executive violates the covenants under either Section 8(a) or Section 9 hereof. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% of your target bonus (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (b) If you timely elect to continue participation in the Company’s group health plan and/or dental plan under federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for the twelve (12) months following the Separation Date or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”)required. Notwithstanding the foregoing, in if the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), the payment schedule for Severance Benefits shall be modified or adjusted to provide that no payments shall be made until the expiration of six (6) months following the Date of Termination. In the event that the Company’s payments are so delayed, a lump sum payment of the Health Continuation Payments would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent accumulated unpaid amounts attributable to the forfeited benefit.six

Severance Benefits. In consideration of your acceptance of If the Executive (i) enters into, does not revoke and complies with this Agreement and it becoming effective, (ii) does not resign and subject is not terminated by the Company for Cause prior to your meeting in full your obligations hereunder, including your obligation to execute a post-employment general release the Anticipated Date of claims in the form attached hereto as Exhibit A Termination (collectively the “ReleaseConditions”), and in full consideration of any rights you may have under the Employment Agreement:): (a) The the Company will shall pay you your salary, at your final base rate the Executive an amount equal to the sum of pay, (i) 12 months of the Executive’s current Base Salary plus (ii) one times the Executive’s Target Bonus (as defined in Section 2(b) of the Employment Agreement) for a period of twelve (12) months following the Separation Date current year (the “Severance PaymentsAmount”). Severance Payments will be made in For the form avoidance of salary continuation, and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive to the day following the Separation Date. In additiondoubt, in no event shall the event that the Separation Date occurs Executive’s Target Bonus include any sign-on the Expected Separation Datebonus, thenretention bonus, with respect to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% of your target bonus (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A).any other special bonus; and (b) If you timely elect subject to continue participation in the CompanyExecutive’s group health plan and/or dental plan copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under federal law known the Consolidated Omnibus Budget Reconciliation Act of 1985, as COBRA, or any successor law amended (“COBRA”), the Company will shall pay or, at its option, reimburse you, on to the group health plan provider or the COBRA provider a monthly basis payment equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider 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 the Executive for the full monthly premium cost of that participation for time period specified above. Such payments to the twelve (12) months following the Separation Date or, if earlier, until the date you become eligible Executive shall be subject to enroll in the health (and/or, if applicable, dental tax-related deductions and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments withholdings and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that paid on the Company’s regular payroll dates. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of the Health Continuation Payments would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Treasury Regulation Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h1.409A-2(b)(2)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefit.

Severance Benefits. In consideration of your acceptance (a) If (A) during the Initial Term of this Agreement and it becoming effectiveAgreement, (x) the Companies terminate the employment of Executive for any reason other than Cause, death or Disability, or (y) the Executive terminates employment with the Companies for Good Reason, and (B) the Executive executes the Release as required in Section 5(c) hereof, the Executive shall receive the following benefits: (i) Cash in an amount equal to the vested Retention Benefits under Section 4(b) hereof that have not been paid to Executive on or before the Date of Termination; (ii) Cash in an amount equal to the sum of (A) Executive’s current Annual Base Salary (but no less than the Annual Base Salary on the Effective Date) plus (B) Executive’s Average Annual Incentive Awards and Bonuses; and (iii) Cash payments in lieu of benefits (e.g., group insurance) in an amount equal to 22.5% of Executive’s Annual Base Salary. (b) If (A) during any Renewal Term of this Agreement, (x) the Companies terminate the employment of Executive for any reason other than Cause, death or Disability, or (y) the Executive terminates employment with the Companies for Good Reason, and (B) the Executive executes the Release as required in Section 5(c) hereof, the Executive shall receive the following benefits: (i) An amount equal to the Executive’s Annual Base Salary; (ii) An amount equal to the Executive’s Average Annual Incentive Award(s) and Bonus(es); (iii) Payment of the Executive’s monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (A) twelve (12) months from the Date of Termination; (B) until the Executive no longer has coverage under COBRA; or (C) until the Executive becomes eligible for substantially similar coverage under a subsequent employer’s group health plan; and (iv) Outplacement services that are customary to Executive’s position. (c) Executive understands and agrees that the payment of Cash Severance Benefits is subject to your meeting in full your obligations hereunder, including your obligation to execute a post-employment general release and conditioned upon the execution of claims the Release substantially in the form attached hereto as Exhibit A “A” (the “Release”)) within twenty-two days after the Date of Termination without subsequent revocation by Executive within seven (7) days after execution of the Release. Subject to the foregoing, and payment of the Cash Severance Benefits shall be made to Executive in full consideration cash or good funds in equal monthly installments during the Restricted Period in accordance with the normal payroll practices of any rights you may have under PROASSURANCE in effect on the Employment Agreement: (a) Date of Termination. The Company will pay you your salary, at your final base rate payment of pay, for a period of twelve (12) months the Cash Severance Benefits shall commence on the first payroll payment date following the Separation Date expiration of thirty (the “Severance Payments”). Severance Payments will be made in the form of salary continuation, and will begin on the next regular Company payday 30) days after the Separation Date of Termination; provided that the Release has become effective, and will continue obligation of the Companies to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive pay such Cash Severance Benefits to the day following the Separation Date. In addition, Executive shall be subject to termination as provided in Section 10 hereof in the event the Executive violates the covenants under either Section 8(a) or Section 9 hereof. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% of your target bonus (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (b) If you timely elect to continue participation in the Company’s group health plan and/or dental plan under federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for the twelve (12) months following the Separation Date or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”)required. Notwithstanding the foregoing, in if the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), the payment schedule for Severance Benefits shall be modified or adjusted to provide that no payments shall be made until the expiration of six (6) months following the Date of Termination. In the event that the Company’s payments are so delayed, a lump sum payment of the Health Continuation Payments would subject accumulated unpaid amounts attributable to the Company six (6) month period shall be made to Executive on the first day of the seventh month following the Date of Termination. This six month delay shall not apply to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time Severance Benefits which are not subject to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from of Section 409A of the Internal Revenue Code, Code by reason of their being separation pay upon an involuntary separation from service and their meeting the requirements and limitations of the regulations under the above referenced Code section. In no event shall the aggregate amount of Severance Benefits be reduced as amended (“a result of such modification or adjustment. For purposes of Code Section 409A”, the right to the series of installment payments is to be treated as the right to receive a series of separate payments. (d) The outplacement services included in the Severance Benefits shall be provided to the Executive promptly after the execution of the Release but not later than the end of the calendar year following the year in which the Date of Termination occurred. (e) 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 the Date of Termination in accordance with the then current policy or plan 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. (f) Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death or Disability of Executive (except that Executive shall be entitled to receive any unpaid Retention Payments as provided in Section 4(c) hereof), to restructure such benefit, including, without limitation and if determined ; or by reason of termination of employment by the Company Executive without Good Reason; or by reason of termination of employment by the Companies with Cause. (g) The Executive shall be under no duty or obligation to seek or accept other employment and shall not be consistent with applicable lawrequired to mitigate the amount of the Severance Benefits provided under this Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by having the Company pay you an after-tax cash equivalent to the forfeited benefita 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. (a) In consideration of your acceptance Employee’s promises herein, including but not limited to the release and covenant not to s▇▇ contained in Paragraph 3 of this Agreement Agreement, Company agrees to continue to pay Employee at his current annual salary of Two-Hundred-Seventy-Five-Thousand Dollars and it becoming effectiveZero Cents ($275,000.00) for the period through and including September 30, and subject to your meeting in full your obligations hereunder, including your obligation to execute a post-employment general release of claims in the form attached hereto as Exhibit A 2006 (the “Release”), and in full consideration of any rights you may have under the Employment Agreement: (a) The Company will pay you your salary, at your final base rate of pay, for a period of twelve (12) months following the Separation Date (the “Severance PaymentsPay”). Severance Payments will be made in the form of salary continuation, and will begin on the next regular Company payday after the This Separation Date provided the Release has become effective, and will continue to Pay shall be paid to you at the out in accordance with Company’s regular normal payroll datespractices and shall be subject to all applicable federal, state and local tax withholdings. The first payment will be retroactive to the day following the Separation Date. In additionAdditionally, in the event that the Separation Date occurs on the Expected Separation DateEmployee elects to continue his health insurance benefits pursuant to COBRA, thenCompany agrees to pay those COBRA premiums through and including September 30, with respect to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% of your target bonus 2006 (the “Designated BonusHealth Insurance Benefits”). In the event that Employee fails to execute the additional general release of claims referenced in Paragraph 12 of this Agreement, which Company shall have no obligation to pay, and Employee shall not be payable on the next regular Company payday after entitled to receive, the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A)Pay and Health Insurance Benefits. (b) If you timely elect In addition to continue participation in the Separation Pay and Health Insurance Benefits, Employee shall be entitled to receive his Short-Term Cash Incentive (the “Quarterly Bonus”) for the Third Quarter of 2006, provided that Company meets its EPS target and any other applicable prerequisites and conditions precedent for payment of the Quarterly Bonus. Employee acknowledges and agrees that he will not be eligible to receive any additional bonus payments under the Short-Term Cash Incentive Plan, including but not limited to any “true up” payment to be made at the end of 2006. Employee further acknowledges and agrees that he shall not be eligible to receive any Long Term Stock Incentive (Annual Stock Award) for 2006. (c) As of the Resignation Date, Employee owns 219,723 shares of the Company’s group health plan and/or dental plan outstanding $0.01 par value common stock that was granted under federal law known as COBRA, or any successor law (“COBRA”), either the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for the twelve (12) months following the Separation Date or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer Company’s 2005 Long-Term Incentive Plan (the “Health Continuation Payments” and, together with LTIP”) or the Severance Payments Company’s 2003 Key Employee Equity Participation Plan and the Designated Bonus, which is fully vested (the “Severance BenefitsVested Shares”). Notwithstanding The Vested Shares shall remain outstanding and shall continue to be held by Employee following the foregoingResignation Date. As of the Resignation Date, in Employee owns 8,731 shares of unvested restricted stock that was granted under the event LTIP (the “Unvested Shares”). As of the Resignation Date, the Unvested Shares shall be forfeited by Employee and shall no longer remain outstanding. Employee shall have no further rights with respect to the Unvested Shares. (d) The parties acknowledge and agree that the Company’s payment of the Health Continuation Payments would subject the Company above payments and agreements have been negotiated and agreed upon voluntarily by both parties. The parties also acknowledge and agree that these amounts exceed any and all pay and benefits to any tax which Employee already may have been entitled by contract or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”)law, or applicable regulations or guidance issued under the ACA or Section 105(h)for any other reason, you and the Company agree to work together that they constitute good, valuable and sufficient consideration for Employee’s covenants and agreements contained in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefitthis Agreement.

Severance Benefits. In consideration of your acceptance of this Agreement and it becoming effectiveProvided Employee is in compliance with ------------------ Paragraph 4(b)(viii) hereof, and subject Company will pay or provide the following severance benefits to your meeting Employee in full your obligations hereunder, including your obligation to execute a post-employment general release of claims in the form attached hereto as Exhibit A (the “Release”), and in full consideration lieu of any rights you may have separation payments otherwise provided upon termination of employment under the Employment Agreementany other severance pay or similar plan or policy of Company: (ai) The Company will pay you your salaryTwelve (12) consecutive monthly payments each equal to one- twelfth (1/12th) of Employee's annual basic compensation in effect immediately prior to Employee's termination; (ii) Twelve (12) consecutive monthly payments each equal to one- twelfth (1/12th) of the higher of (A) Employee's discretionary bonus for the previous calendar year, at your final base rate or (B) the average of payEmployee's discretionary bonus for the previous three (3) calendar years (or such fewer calendar years as Employee has been employed), for a period in each case prorated to the date of Employee's termination (iii) For the twelve (12) months month period following the Separation Date date of termination of Employee's employment, Company will maintain in full force and effect for the continued benefit of Employee each employee benefit plan in which Employee was a participant immediately prior to the date of Employee's termination, unless an essentially equivalent and no less favorable benefit is provided by a subsequent employer at no additional cost to Employee. If the terms of any employee benefit plan of Company do not permit continued participation by Employee, then Company will arrange to provide to Employee (at Company's cost) a benefit substantially similar to and no less favorable than the “Severance Payments”benefit Employee was entitled to receive under such plan at the end of the period of coverage. (This provision specifically is not applicable to Employee's car phone, parking and club dues, which benefits end upon Employee's date of termination of employment.) (iv) For the twelve (12) month period following the date of termination of Employee's employment, Company will treat Employee for all purposes as an Employee under all of Company's retirement plans in which Employee was a participant on the date of termination of Employee's employment or under which Employee would become eligible during such twelve (12) month period (hereinafter referred to collectively as the "Plan"). Severance Payments will Benefits due to Employee under the Plan shall be made in the form of salary continuation, and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue computed as if Employee had continued to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive to the day following the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018, the an Employee of Company shall pay you a one-time bonus equal to 50% of your target bonus (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (b) If you timely elect to continue participation in the Company’s group health plan and/or dental plan under federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for the twelve (12) months month period following termination of employment. If under the Separation Date or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the Company’s payment terms of the Health Continuation Payments would subject Plan such continued coverage is not permitted, Company will pay to Employee or Employee's estate a supplemental benefit in an amount which, when added to the Company benefits that Employee is entitled to any tax or penalty receive under the Patient Protection and Affordable Care Act Plan, shall equal the amount that Employee would have received under the Plan had Employee remained an employee of Company during such twelve (as amended from time to time, the “ACA”12) or Section 105(hmonth period. (v) of the If any excise tax imposed under Internal Revenue Code of 1986Section 4999 or any successor provision, as amended (“Section 105(h)”after the date hereof, is due and owing by Employee as a result of any amount paid or payable pursuant to this Paragraph 4(c), Company shall indemnify and hold Employee harmless against all such excise taxes and any interest, penalties or applicable regulations costs with respect thereto. (vi) Company will be obligated to make all payments that become due to Employee under this Paragraph 4(c) whether or guidance issued not she obtains other employment following termination. The payments and other benefits provided for in this Paragraph 4(c) are intended to supplement any compensation or other benefits that have accrued or vested with respect to Employee or her account as of the effective date of termination. (vii) Company may elect to defer any payments that may become due to Employee under this Paragraph 4(c) if, at the ACA time the payments become due, Company, Women's Bank or Section 105(h), you and the Company agree to work together any of Company's other subsidiaries is not in good faith, consistent with the requirements for compliance with any regulatory-mandated minimum capital requirements or exemption from Section 409A if making the payments would cause Company's, Women's Bank's or any of Company's other subsidiaries' capital to fall below such minimum capital requirements. In this event, Company will resume making the Internal Revenue Code, payments as amended (“Section 409A”), to restructure soon as it can do so without violating such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefitminimum capital requirements.

Severance Benefits. In consideration (a) If the Executive’s employment terminates by reason of your acceptance an Involuntary Termination or Constructive Termination, (i) the Company will pay the Executive an amount equal to twelve (12) months of this Agreement and it becoming effectivehis or her base salary, and subject at the rate in effect immediately prior to your meeting in full your obligations hereunderthe Involuntary Termination or Constructive Termination, including your obligation to execute a post-employment general release of claims in the form attached hereto as Exhibit A applicable (the “ReleaseSalary Payment”), and in full consideration (ii) if the termination occurs prior to the payment of any rights you may have under an annual cash incentive award from the Employment Agreement: (a) The prior completed year, the Company will pay you your salarythe Executive such unpaid award to the extent the Executive would have received such award should he or she have been employed on the date such awards are paid to the rest of the Company (the “Prior Year Bonus Payment”), at your final base rate (ii) the Company will pay the Executive a pro rata amount of paythe Executive’s annual cash incentive award target for the current year (pro-rated based on the percentage of the year worked prior to the termination) (the “Current Year Bonus Payment”), (iii) the Company will pay the Executive an additional amount equal to the Executive’s full annual cash incentive award target for a period the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (iv) provided that the Executive timely elects continued medical coverage pursuant to Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended, the Company will permit the Executive to continue to participate in its group medical plan for twelve (12) months following the Separation Date date of the termination of the Executive’s employment (the “Severance PaymentsTermination Date”). Severance Payments will be made in the form of salary continuation, and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue to be paid to you ) at the Company’s regular payroll dates. The first payment will be retroactive to the day following the Separation Date. In addition, in the event same rate that the Separation Date occurs on the Expected Separation Date, then, with respect Executive would be required to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% of your target bonus contribute toward such coverage if he or she were actively employed (the “Designated BonusCOBRA Coverage”), which shall and (v) the Executive will be payable on the next regular Company payday after the Separation Date provided the Release has become effectiveeligible for outplacement assistance, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (b) If you timely elect to continue participation consistent with industry standards for similarly situated executive officers in the Company’s group health plan and/or dental plan under federal law known pharmaceutical industry, as COBRA, or any successor law (“COBRA”), determined by the Company will pay or, at Compensation Committee in its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for the twelve (12) months following the Separation Date or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer discretion (the “Health Continuation Payments” andOutplacement Assistance”, together collectively with the Severance Payments Salary Payment, the Aggregate Bonus Payment, and the Designated BonusCOBRA Coverage, the “Severance Benefits”). . (b) Notwithstanding the foregoing, in any obligation of the event that Company to provide the Severance Benefits is conditioned on the Executive’s (i) continuing through the Termination Date to perform his or her job duties satisfactorily and otherwise complying with the Company’s payment rules and policies, (ii) subject to Section 2 below, signing a separation agreement on terms and conditions satisfactory to the Company, which separation agreement will contain among other terms a general release of claims (the “Release of Claims”) and that will incorporate and affirm the Executive’s compliance with his or her obligations under the Proprietary Information and Inventions and Noncompetition Agreement between the Executive and the Company (the “Restrictive Covenants Agreement”), and (iii) continuing to comply with his or her obligations to the Company and its affiliates that survive termination the Executive’s employment, including without limitation pursuant to the Restrictive Covenants Agreement. The Executive’s timely execution and non-revocation of the Health Continuation Payments would Release of Claims (other than as provided in Section 2 below) is a condition precedent to the Executive’s right to receive the Severance Benefits. The Release of Claims will create legally binding obligations on the part of the Executive, and the Company therefore advises the Executive to seek the advice of an attorney before signing the Release of Claims. The Executive’s compliance with the Restrictive Covenants Agreement is a condition precedent to the Executive’s right to retain the Severance Benefits, and the Executive will be required to disgorge any Severance Benefits received if he or she breaches the Restrictive Covenants Agreement. (c) In the event that, in the determination of the Company, the Company’s provision of the COBRA Coverage as described in Section 1(a)(iii) above in could reasonably be expected to subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or could reasonably be expected to subject any highly compensated individual employed or formerly employed by the Company to adverse tax consequences under Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Section 105(h)Code”), or applicable regulations or guidance issued under the ACA or Section 105(h)) of the Code, you the Company and the Company agree to Executive will work together in good faith, consistent with the requirements for compliance with with, or exemption from from, Section 409A of the Internal Revenue Code, as amended Code (“Section 409A”), to restructure such benefitbenefit in a manner intended to result in a benefit that is or remains exempt from Section 409A. (d) Subject to Sections 2 and 7 below, includingany Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the sixtieth (60th) calendar day following the Termination Date. In no event will any Outplacement Assistance provided to the Executive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, without limitation and if determined any reimbursement by the Company to of Outplacement Assistance expenses paid by the Executive will be consistent with applicable law, by having paid no later than December 31 of the Company pay you an after-tax cash equivalent to third year following the forfeited benefitcalendar year in which the Termination Date occurs.

Severance Benefits. Within 30 days after the Separation Date, the Company will pay to you a lump sum in cash (subject to applicable tax withholding) in an amount equal to your earned but unpaid Base Salary (as defined in the Employment Agreement) and any accrued but unused paid time off for the 2020 calendar year through the Separation Date, to the extent not already paid in accordance with Company policy (the “Accrued Earnings”). Your outstanding equity awards under the DDR Corp. 2012 Equity and Incentive Compensation Plan (the “2012 Plan”) and the DDR Corp. 2019 Equity and Incentive Compensation Plan (the “2019 Plan,” and, together with the 2012 Plan, the “Equity Plans”) will be treated as provided in the applicable Equity Plans and award agreements, as described on Exhibit A attached hereto (the “Equity Treatment”). You will also be entitled to any accrued vested benefits under any other benefit plans, programs or arrangements of the Company or its appropriate affiliate (including any vested benefits under the Company's qualified and nonqualified retirement plans), subject to the terms of such plans, programs or arrangements (the “Accrued Benefits,” and, together with the Accrued Earnings, the “Accrued Obligations”). In consideration of your acceptance of for you (a) signing this Agreement and it becoming effectiveSeparation Agreement, and subject to your meeting in full your obligations hereunder(b) signing, including your obligation to execute no earlier than the Separation Date and no later than 60 days following the Separation Date, a post-employment general waiver and release of claims claims, substantially in the form attached hereto as Exhibit A B (the “Release”), and letting the Release become effective as set forth in full consideration the Release, (I) for purposes of any rights you may have under your Employment Agreement and this Separation Agreement, your separation from the Company will be deemed a termination of your employment by the Company without Cause (as defined in the Employment Agreement: (a) The Company will pay you your salary, at your final base rate of pay, for a period of twelve (12) months following the Separation Date (the “Severance Payments”). Severance Payments will be made in the form of salary continuation, and (II) you will begin receive the payments and benefits as specified on the next regular Company payday after the Separation Date provided the Release has become effectiveExhibit C attached hereto, and will continue all subject to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive to the day following the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% of your target bonus applicable tax withholding (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (b) If you timely elect to continue participation in the Company’s group health plan and/or dental plan under federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for the twelve (12) months following the Separation Date or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding The Accrued Obligations, the foregoingEquity Treatment, and the Severance Benefits will be in full satisfaction of any amounts due under the Employment Agreement, the Equity Plans, and other compensation arrangements of the Company. You acknowledge and agree that the Severance Benefits do not constitute a benefit to which you would otherwise be entitled as a result of your employment with the Company, that the Severance Benefits would not be due unless you sign the Release, and that the Severance Benefits constitute fair and adequate consideration for your promises and covenants set forth in this Separation Agreement and the Release. You hereby agree and acknowledge that none of the actions and terminations described in this Agreement, including termination from your position as Executive Vice President and Chief Operating Officer of the Company effective as of the Effective Date, will trigger any rights for you to terminate your employment with the Company under the Employment Agreement for “Good Reason,” as described in the event that the Company’s payment of the Health Continuation Payments would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefitEmployment Agreement.

Severance Benefits. In consideration (a) If the Executive’s employment terminates by reason of your acceptance an Involuntary Termination or Constructive Termination (in either case, other than a Change of this Agreement and it becoming effectiveControl Termination), and subject (i) the Company will pay the Executive an amount equal to your meeting [twelve (12)]3 months of his or her base salary, at the rate in full your obligations hereundereffect as of the Termination Date ([the “Initial Salary Payment”), including your obligation plus an amount equal to execute a postmaximum of six (6) months of his or her base salary for any period beginning as of the first anniversary of the Termination Date during which the Executive has not secured new, reasonably similar full-time employment general release of claims in the form attached hereto as Exhibit A (the “ReleaseAdditional Salary Payment”, and together with the Initial Salary Payment,]4 the “Salary Payment”)[, provided that the Executive seeks to obtain such new employment and in full consideration keep the Company informed thereof, consistent with the terms of any rights you may have under the Employment Agreement: (a) The Company will pay you your salary, at your final base rate of pay, for a period of twelve (12) months following the Separation Date Agreement (as such term is defined in Section 4 below)]5, (ii) if the “Severance Payments”). Severance Payments will be made in the form of salary continuation, and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive termination occurs prior to the day following payment of an annual cash incentive award from the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% of your target bonus (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (b) If you timely elect to continue participation in the Company’s group health plan and/or dental plan under federal law known as COBRA, or any successor law (“COBRA”)prior completed year, the Company will pay orthe Executive such unpaid award to the extent the Executive would have received such award should he or she have been employed on the date such awards are paid to the rest of the Company (the “Prior Year Bonus Payment”), at its option, reimburse you, on (iii) the Company will pay the Executive a monthly basis pro rata amount of the Executive’s annual cash incentive award target for the current year (pro-rated based on the percentage of the year worked prior to the termination) (the “Current Year Bonus Payment”), (iv) the Company will pay the Executive an additional amount equal to the Executive’s full monthly premium cost of that participation annual cash incentive award target for the current year6 (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (v) provided that the Executive timely elects continued medical coverage pursuant to Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended, the Company will permit the Executive to continue to participate in its group medical plan for [twelve (12) 12)]7 months following the Separation Date or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer Termination Date[ (the “Health Continuation Payments” and, together with the Severance Payments 1 Insert amendment and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the Company’s payment of the Health Continuation Payments would subject the Company to any tax restatement date or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986effective date, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefitapplicable.

Severance Benefits. In consideration of your If Executive does not rescind acceptance of this Agreement as provided for in Section 9 below and it becoming complies with all other terms and conditions of this Agreement, Cimpress shall pay or otherwise provide to Executive the following severance benefits at the times set forth below (or, if this Agreement is not yet effective, and subject to your meeting in full your obligations hereunder, including your obligation to execute a post-employment general release of claims in as soon as practicable following the form attached hereto as Exhibit A (the “Release”), and in full consideration of any rights you may have under the Employment Agreement:Effective Date): (a) The Company will pay you your salary, at your final base rate of pay, for Cimpress shall make a period of twelve (12) months following the Separation Date (the “Severance Payments”). Severance Payments will be made severance payment to Executive in the form amount of salary continuation$850,000, and will begin on which equals 12 months of Base Salary, in the next regular Company payday after the Separation Date provided the Release has become effective, and will continue to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive to the day regularly scheduled pay cycle following the Separation Date. In addition. (b) Cimpress shall pay one hundred percent (100%) of the COBRA premium incurred by Executive with respect to the continuation of her current health care coverage during the period commencing on March 2, 2019 and ending on August 31, 2020; provided, however, that Cimpress’ obligations under this subsection shall cease in the event that Executive obtains new employment and Executive becomes eligible to participate in her new employer’s group healthcare plan or Executive is no longer eligible for COBRA, whichever comes first. If Executive obtains new employment prior to August 31, 2020, she shall promptly give written notice of such eligibility to the Separation Date occurs on Cimpress contact person identified below the Expected Separation Date, then, with respect to your employment during 2018, Cimpress signature block at the Company bottom of this Agreement (“Cimpress Contact Person”). (c) Cimpress shall pay you make a one-time bonus equal time, lump sum payment to 50% Executive in the amount of your target bonus $430,000, which is the aggregate amount scheduled to vest on or about June 30, 2019 under the Cash Retention Bonuses awarded to Executive in 2017 and 2018 under the Cimpress LTI program (the “Designated BonusCash Retention Bonus In Lieu of Payment”), which shall be payable in lieu of payment of actual Cash Retention Bonuses under the Cimpress LTI program. Cimpress shall pay the Cash Retention Bonus In Lieu of Payment to Executive at or before the time that a Cash Retention Bonus payout would have been made to Executive had she remained continuously employed by Cimpress through the end of Cimpress’ 2019 fiscal year; provided, however, in no event shall Cimpress pay such lump-sum payment to Executive later than July 31, 2019. For the avoidance of doubt, this Section 2(c) does not apply to any Performance Cash Awards awarded to Executive. (d) Cimpress shall accelerate the vesting of the Cimpress N.V. restricted share units (“RSUs”) held by Executive that, under the terms of the respective RSU agreements, are scheduled to vest during the period commencing on the next regular Company payday after March 2, 2019 and ending on March 1, 2020, so that such RSUs will be fully vested as of the Separation Date provided (or the Release has become effectivefirst such date thereafter as is administratively feasible); provided, but not later than however, that in no event will such RSUs be made available to Executive before the Effective Date. Executive understands and acknowledges that the vesting of RSUs representing a total of 896 Cimpress shares is expected to be accelerated under this subsection. (e) Cimpress shall accelerate the vesting of the Cimpress N.V. premium-priced share options (“PPSOs”) held by Executive that, under the terms of the respective share option agreements, are scheduled to vest during the period commencing on March 152, 2019 and ending on March 1, 2020, so that such PPSOs will be fully vested as of the Separation Date (or the first such date thereafter as is administratively feasible); provided, however, that in no event shall such accelerated PPSOs be made available to the Executive before the Effective Date. Executive understands and acknowledges that the vesting of PPSOs to purchase a total of 2,325 Cimpress shares is expected to be accelerated under this subsection. Further, and after giving effect to the accelerated vesting described in this subsection, Cimpress shall extend to December 31, 2019 (or but no later than the original expiration date of such earlier date so as to qualify such amount as a short-term deferral within options) the meaning of Section 409A)deadline for exercising all vested and unexercised PPSOs and any other Cimpress nonqualified share options (collectively with PPSOs, “NSOs”) held by Executive at March 1, 2019. (bf) If you timely elect Cimpress shall accelerate the service-based vesting of the Cimpress N.V. performance share units (“PSUs”) held by Executive that, under the terms of the respective PSU agreements, are scheduled to continue participation vest during the period commencing on March 2, 2019 and ending on March 1, 2020, so that such PSUs will be vested (from a service time standpoint only) as of the Separation Date (or the first such date thereafter as is administratively feasible); provided, however, that in no event shall such accelerated PSUs be made available to Executive before the Effective Date. Executive understands and acknowledges that the service-based vesting of 14,170 PSUs is expected to be accelerated under this subsection. For avoidance of doubt, no changes will be made to the performance conditions (as described in section 3 of each PSU agreement) applicable to such PSUs and such PSUs will settle only at the time, and subject to the conditions, set forth in the Company’s group health plan and/or dental plan respective PSU agreements. (g) Cimpress shall accelerate the service-based vesting of the Cimpress N.V. PSUs held by Executive that, under federal law known as COBRA, or any successor law the terms of the supplemental PSU agreement executed by Executive (the “COBRASPSU agreement”), are scheduled to vest during the Company period commencing on March 2, 2019 and ending on March 1, 2020 (such PSUs are referred to herein as “SPSUs”), so that such SPSUs will pay orbe vested (from a service time standpoint only) as of the Separation Date (or the first such date thereafter as is administratively feasible); provided, however, that in no event shall such accelerated SPSUs be made available to Executive before the Effective Date. Executive understands and acknowledges that the service-based vesting of 4,813 SPSUs is expected to be accelerated under this subsection. For avoidance of doubt, no changes will be made to the performance conditions (as described in sections 3 and 4 of the SPSU agreement) applicable to such SPSUs and such SPSUs will settle only at its optionthe time, reimburse youand subject to the conditions, on set forth in the SPSU agreement. (h) Cimpress shall make a monthly basis for one-time, lump sum payment to Executive in the full monthly premium cost amount of that participation for the twelve $90,385. Cimpress shall make such payment within thirty (1230) months days following the Separation Date or, if earlier, until the date you become eligible to enroll Date. (i) The payments and benefits described in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, subsections immediately above are referred to collectively as the “Severance Benefits”.” The Severance Benefits will be paid or otherwise provided subject to all applicable tax withholdings. If Executive has executed this Agreement prior to the Separation Date, then as a further condition to Executive’s eligibility to receive the Severance Benefits, Executive shall execute and deliver to Cimpress (to the attention of the Cimpress Contact Person), within the five (5) business day period following her last day of employment, a release dated on or after the last day of her employment in the form of Exhibit A hereto (which, for avoidance of doubt, shall supplement and is in addition to the general release set forth in Section 7 below). Notwithstanding anything to the foregoingcontrary in this Agreement, Cimpress acknowledges that Executive is entitled to the Severance Benefits set out in the event that the Company’s payment Section 2(a) and 12 months of the Health Continuation Payments would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or benefits set out in Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”2(b), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and even if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefitshe does not sign this Agreement.

Severance Benefits. In consideration of for your continued employment through the Separation Date and timely signing and returning this Agreement to the Company, and in compliance with the promises made herein and in the event you do not revoke your acceptance of pursuant to Paragraph 14 below, and you continue to comply with your obligations under this Agreement and it becoming effectivethe Proprietary Information, Inventions, Non-Solicitation, and subject to your meeting in full your obligations hereunder, including your obligation to execute a postNon-employment general release of claims in the form attached hereto Competition Agreement (as Exhibit A (the “Release”defined below), then, as severance pay and in full consideration of any rights you may have under the Employment Agreementbenefits: (a) The Company will pay you your salary, at your final base rate of pay, for a period of twelve separation pay equal to fifteen (1215) months of your base salary in effect on the Separation Date (the “Salary Continuation”). The Salary Continuation will be paid in a series of equal installments on the Company’s ordinary payroll schedule over the fifteen (15) month period following the Separation Date (the “Severance PaymentsPeriod”). Severance Payments ; provided, however that no payments will be made in the form of salary continuationprior to January 24, and will begin on the next regular Company payday after the Separation Date provided the Release has become effective2020. On January 24, and will continue to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive to the day following the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 20182020, the Company shall will pay you in a one-time bonus equal lump sum the Salary Continuation you would have received on or prior to 50% such date under the original schedule but for the delay while waiting for the January 24, 2020 payout day, with the balance of your target bonus (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so Salary Continuation being paid as to qualify such amount as a short-term deferral within the meaning of Section 409A)originally scheduled. (b) You will remain eligible for an annual discretionary bonus for 2019 (which is not guaranteed and which may not be equivalent to your target bonus) in an amount to be determined by the Compensation Committee of the Board of Directors of the Company based upon achievement of corporate objectives with the same level of achievement applied to other senior executives in the 2020 calendar year when senior executives of the Company receive their 2019 annual discretionary bonuses. (c) If you are eligible for and timely elect to continue participation in your health insurance coverage under the Company’s 's group health plan and/or dental plan plans under federal law known as COBRA, or any successor law (“COBRA”), the Company will pay orthe COBRA premiums for you and your eligible dependents until the earlier of (A) the end of the Severance Period, at (B) the 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) (such period from your termination date through the earliest of (A) through (C), the “COBRA Payment Period”). You agree to promptly notify the Company if you become employed by another employer or self-employed through which you are eligible for health insurance during the COBRA Payment Period. For purposes of this paragraph, references to COBRA premiums shall not include any amounts payable by you under an Internal Revenue Code Section 125 health care reimbursement plan. Notwithstanding the foregoing, if the Company determines, in its optionsole discretion, reimburse youthat the Company cannot provide the COBRA premiums 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 you and shall be equal to the amount that the Company would have otherwise paid for COBRA premiums (which amount shall be calculated based on your COBRA premium for the first month of coverage), and shall be paid until the earlier of (i) expiration of the COBRA Payment Period or (ii) the date you voluntarily enroll in a health insurance plan offered by another employer or entity. (d) The Company will retain you as a consultant for a period of up to twelve (12) months from the Separation Date (the “Consulting Period”). The parties agree to the following with respect to the consulting arrangement: a. During the Consulting Period, you will be available for up to thirty-two (32) hours per month to assist with transitional matters and otherwise consult on business-related matters as directed by the Company’s Chief Executive Officer, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, M.D. You will be paid a fixed monthly consulting fee of $10,000 per month for your consulting services, payable on a monthly basis on the last regular payroll date of the month in which the consulting services are performed. b. The Company maintains the discretion to end the Consulting Period at any time during the 12-month consultancy upon written notice to you. If you fail to perform the consulting services reasonably requested by the Company, the Consulting Period shall terminate immediately. The Company shall not be responsible for paying a monthly consulting fee for any months following the termination of the Consulting Period. If not ended earlier, the Consulting Period shall terminate automatically on January 2, 2021 (provided that any consulting services performed on January 1 or 2, 2021 will be considered part of the consulting services performed in December 2020 such that no further payment for consulting services will be due after December 31, 2020). c. During the Consulting Period, you agree that you will not be eligible for any benefits offered to the Company’s employees including, without limitation: medical benefits; paid vacation, sick leave or other paid time off; retirement plans; life, health (other than through COBRA), disability, liability, or any other type of insurance; stock or equity plans (except as provided below) (collectively referred to as “Employee Benefits”). In the event you are eligible to participate in any Employee Benefits pursuant to the terms of the plans, you expressly waive, to the fullest extent permitted by law, any and all rights you may have to participate in, or accrue benefits under, any Employee Benefits during the Consulting Period (other than rights to continue vesting under the Incentive Plan (as defined below). You further acknowledge and agree that you will not be eligible for any Employee Benefits even if a court or governmental agency subsequently determines that you are an employee of the Company during the Consulting Period and regardless of how the Company reports the consulting fees paid to you during the Consulting Period. You understand the significance of your exclusion from and ineligibility to participate in any Employee Benefits and irrevocably agree to your exclusion from same to the fullest extent permitted by law. You agree that you will be excluded regardless of whether you are found to be classified as an employee for any other purpose. d. During the Consulting Period you will be considered to be in Continuous Service for purposes of the Flexion Therapeutics, Inc. 2013 Equity Incentive Plan, as amended (the “Incentive Plan”). As a result, during the Consulting Period you will continue to vest in your outstanding option and restricted stock unit awards (“Outstanding Equity”) in accordance with the terms and conditions of the Incentive Plan and the applicable award agreements. Except as otherwise provided below, no additional vesting shall occur upon or following the end of the Consulting Period. Notwithstanding the foregoing, with respect to those Outstanding Equity awards that are stock option awards, the term of such stock option awards is hereby modified to be the earlier of (a) the 10-year anniversary of the grant date and (b) three (3) months after the expiration or earlier termination of the Consulting Period whether by you or by the Company. With respect to Outstanding Equity awards, such awards shall remain outstanding following any termination of Continuous Service if and to the extent necessary to give effect to the potential vesting acceleration pursuant to sub-sections e. and f. below. e. If the Consulting Period (and thus your Continuous Service) ends on January 2, 2021 and you have remained in compliance with this Agreement, on the last day of the Consulting Period, you will be eligible to vest in an additional portion of the Outstanding Equity equal to the portion of the Outstanding Equity in which you would have vested had you remained in Continuous Service for the full monthly premium cost twenty-four (24) month period immediately following the end of the Consulting Period (the “Accelerated Portion”). The Accelerated Portion shall vest on January 12, 2021, provided that participation you have executed between January 2, 2021 and January 4, 2021 the general release of claims attached hereto as Attachment 1 and have not revoked your acceptance within the revocation period provided therein. f. In the event the Company elects to end the Consulting Period (and thus your Continuous Service) prior to January 2, 2021 and (I) you have remained in compliance with this Agreement (including, without limitation, the Proprietary Information, Inventions, Non-Solicitation, and Non-Competition Agreement), as determined by the Company, and (II) you have not entered into another full-time (defined for purposes of this Agreement as you providing thirty-two (32) hours or more of services per week) employment or consultancy arrangement with another entity, then ten (10) days following the date of the termination of the Consulting Period, you will become vested in the same portion of the Outstanding Equity in which you would have become vested if you had remained in Continuous Service through the twelve (12) months following month anniversary of the Separation Date or(including the Accelerated Portion), if earlier, until provided that you have executed within three (3) days following the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the Company’s payment termination of the Health Continuation Payments would subject Consulting Period the Company to any tax or penalty under general release of claims attached hereto as Attachment 1 and have not revoked your acceptance within the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) revocation period provided therein. In no event will a termination of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined Consulting Period by the Company be deemed to be consistent with applicable law, by having give rise to a Good Reason event for purposes of any of the Company pay you an after-tax cash equivalent to award agreements governing the forfeited benefitOutstanding Equity.

Severance Benefits. In consideration (a) If the Executive’s employment terminates by reason of your acceptance an Involuntary Termination or Constructive Termination (in either case, other than a Change of this Agreement and it becoming effectiveControl Termination), and subject (i) the Company will pay the Executive an amount equal to your meeting [twelve (12)] months of his or her base salary, at the rate in full your obligations hereundereffect as of the Termination Date ([the “Initial Salary Payment”), including your obligation plus an amount equal to execute a postmaximum of six (6) months of his or her base salary for any period beginning as of the first anniversary of the Termination Date during which the Executive has not secured new, reasonably similar full-time employment general release of claims in the form attached hereto as Exhibit A (the “ReleaseAdditional Salary Payment”, and together with the Initial Salary Payment,] the “Salary Payment”)[, provided that the Executive seeks to obtain such new employment and keep the Company informed thereof, consistent with the terms of the Separation Agreement (as such term is defined in Section 4 below)], (ii) if the termination occurs prior to the payment of an annual cash incentive award from the prior completed year, the Company will pay the Executive such unpaid award to the extent the Executive would have received such award should he or she have been employed on the date such awards are paid to the rest of the Company (the “Prior Year Bonus Payment”), (iii) the Company will pay the Executive a pro rata amount of the Executive’s annual cash incentive award target for the current year (pro-rated based on the percentage of the year worked prior to the termination) (the “Current Year Bonus Payment”), (iv) the Company will pay the Executive an additional amount equal to the Executive’s full annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (v) provided that the Executive timely elects continued medical coverage pursuant to Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended, the Company will permit the Executive to continue to participate in its group medical plan for [twelve (12)] months following the Termination Date[, plus any additional period during which the Executive is not eligible to participate in a group medical plan of another employer other than the Company’s group medical plan, for up to six (6) months following the first anniversary of the Termination Date], at the same rate that the Executive would be required to contribute toward such coverage if he or she were actively employed (the “COBRA Coverage”), and (vi) the Executive will be eligible for outplacement assistance, consistent with industry standards for similarly situated executive officers in full consideration of any rights you may have under the Employment Agreement: (a) The Company will pay you your salarypharmaceutical industry, at your final base rate of pay, for a period of twelve (12) months following as determined by the Separation Date Compensation Committee in its discretion (the “Severance PaymentsOutplacement Assistance”). Severance Payments will be made in , collectively with the form of salary continuationSalary Payment, the Aggregate Bonus Payment, and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive to the day following the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018COBRA Coverage, the Company shall pay you a one-time bonus equal to 50% of your target bonus (the “Designated BonusCash Severance Benefits”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (b) If you timely elect as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company Equity Award that would otherwise have vested had the Executive remained employed with the Company through the date that is [eighteen (18)] months following the Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if no prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section 1(b) shall remain outstanding following the Termination Date (but shall not continue participation to vest in accordance with the terms of the applicable award agreement) and eligible to vest in accordance with Section 2(b) below, with any such vesting to become effective on the date of the Change of Control. Any Time-Based Company Equity Awards that do not vest pursuant to the first sentence of this Section 1(b) or pursuant to Section 2(b) shall terminate with no consideration due to the Executive. Notwithstanding anything to the contrary in the Company’s group health plan and/or dental plan or award agreement under federal law known which the Company Equity Awards (as COBRAdefined below) were issued, or any successor law outstanding vested stock options held by the Executive as of the Termination Date (“COBRA”after taking into account the accelerated vesting provided in this Section 1(b)), including any outstanding vested stock options held by the Company will pay Executive that are granted in connection with the Planned Separation in substitution for or replacement of vested stock options originally granted by the Company, may be exercised by the Executive until the date that is the earlier of (1) [twenty-four (24)] months after the Termination Date (or, at its optionin the event that a Public Announcement is made or a Definitive Agreement is entered into during such [twenty-four (24)] month period, reimburse you, on a monthly basis for the full monthly premium cost later of (i) the expiration of such [twenty-four (24)] month period or (ii) the first to occur of the date that participation for the twelve is three (123) months following the Separation Date or, if earlier, until Change of Control and thirty (30) days following the date you become eligible on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to enroll in consummate the health Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (and/or, if applicable, dental and vision2) plan the originally prescribed term of a new employer such stock option (the “Health Continuation Payments” and, together with the accelerated vesting described above, the “Equity Severance Payments Benefits” and together with the Designated BonusCash Severance Benefits, the “Severance Benefits”). Notwithstanding To the foregoing, in the event that the Company’s payment of the Health Continuation Payments would extent any Time-Based Company Equity Awards are subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended Code (“Section 409A”), vesting will be accelerated only to restructure such benefitthe extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, includingif any, without limitation and if determined of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be consistent determined in accordance with the terms of the plan and award agreement under which the Performance-Based (c) Subject to Section 8 below, any [Initial] Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirtieth (30th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, by having in which case such lump-sum payment will be made on the first regular payroll date of the Company pay you an after-tax cash equivalent following the sixtieth (60th) calendar day following the Termination Date)[, and any Additional Salary Payment to which the Executive is entitled hereunder will be paid in the form of salary continuation in accordance with the Company’s regular payroll practices, with the first payment being made on the first regular payroll date of the Company following the date that is twelve (12) months following the Termination Date]. In no event will any Outplacement Assistance provided to the forfeited benefitExecutive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurs.

Severance Benefits. In consideration of your acceptance of this Agreement and it becoming effective, and subject to your meeting in full your obligations hereunder, under it (including your obligation to execute a posttimely execution and non-employment general release revocation of claims in the form attached hereto Release (as Exhibit A (the “Release”defined below)) and your Continuing Obligations, and in full consideration of any rights you may have under the agreement between you and the Company captioned Employment Agreement:, dated as of September 25, 2020 (the “Employment Agreement”): (a) The Company will pay you $990,000, which equals your salary, at your final base rate of pay, for a period of twelve (12) months following the Separation Date and target annual bonus (the “Severance PaymentsPayment”), in a single lump sum following the Separation Date. The Severance Payments Payment will be made in the form of salary continuation, and will begin on the next regular Company payday after which is at least five (5) business days following the Separation Date provided later of the effective date of the Release has become effective, and will continue to be paid to you at or the Company’s regular payroll dates. The first payment will be retroactive to date it is received by the day following the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018Company (such date, the Company shall pay you a one-time bonus equal to 50% of your target bonus (the “Designated BonusPayment Date”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (b) If you timely elect to continue participation are enrolled in the Company’s group health plan medical, dental and/or dental plan under 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 any successor 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 will, commencing no earlier than the Payment Date, either pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost costs of that participation your COBRA continuation coverage or reimburse you for such monthly premium costs (in either case, the “Monthly Premium Payment”), until the earliest of (i) the end of the twelve (12) months following month anniversary of the Separation Date orDate, if earlier, until (ii) the date you and your dependents are no longer entitled to coverage under COBRA or Company plans, and (iii) the date on which you become eligible to enroll in the for comparable replacement coverage under a subsequent employer’s group health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”)plan. Notwithstanding the foregoing, in the event that the Company’s payment of the Health Continuation Payments Monthly 136678773_7 Premium Payments, as described in this Section would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”)amended, or applicable the Patient Protection and Affordable Care Act, as amended, any regulations or guidance issued under the ACA thereunder, or Section 105(h)any other applicable law, you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Codeeach case, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined by the Company to be consistent with applicable lawCompany, by having then the Company will pay you an after-tax cash equivalent a taxable amount equal to the forfeited benefitMonthly Premium Payment for the remainder of the COBRA Period.

Severance Benefits. In consideration The termination of your acceptance Employee’s employment without Cause will qualify Employee for severance benefits pursuant to Sections 6.4(a)(ii) and (iv) of this Agreement and it becoming effective, and subject to your meeting in full your obligations hereunder, including your obligation to execute a post-employment general release of claims in the form attached hereto as Exhibit A (the “Release”), and in full consideration of any rights you may have under the Employment Agreement. The Parties desire to amend the Employment Agreement’s provisions to specify the timing and form of the Employee’s receipt of those benefits. Accordingly, if Employee executes (and does not revoke) this Agreement, and has satisfied all of the other terms and conditions set forth in this Agreement, the Company will provide Employee the following: (a) The the Company will shall pay you your salaryto the Employee One Hundred Seven Thousand, at your final base rate of payFour Hundred Ninety-Nine Dollars and Ninety-Six Cents ($107,499.96) on December 15, for a period of twelve 2008; (12b) months following the Separation Date Company shall pay to the Employee Three Hundred Twenty-Two Thousand Four Hundred Ninety-Nine Dollars and Eighty-Eight Cents (the “Severance Payments”). Severance Payments will be made in the form of salary continuation, and will begin $322,499.88) on the next first regular Company payday after in January 2009; (c) beginning on the Separation Termination Date, if Employee is eligible for continuation insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and has timely elected COBRA continuation coverage under the applicable group health plan of the Company, then with respect to the period beginning on the Termination Date provided and continuing through the Release has become effective, and will continue earlier of the end of the period for which Employee is eligible by law to be paid to you at receive COBRA continuation coverage under the Company’s regular payroll dates. The first payment will be retroactive to the day following the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018group health plan, the Company shall pay you a one-time bonus equal reimburse Employee for her costs for such continuation coverage. In order to 50% receive such reimbursement, Employee must not be eligible for substantially similar benefits under the group health plan of your target bonus (the “Designated Bonus”), which any other employer. The first reimbursement shall be payable on or after December 15, 2008 and the amount of such first reimbursement shall include all costs of COBRA continuation coverage for which Employee is entitled to reimbursement hereunder for the period beginning on the next regular Termination Date and ending on November 30, 2008. Thereafter, reimbursement payments pursuant to this paragraph shall be made on a monthly basis provided that Employee remains entitled to reimbursements hereunder. For all purposes of this Agreement and the Employment Agreement, the Termination Date shall occur on May 31, 2008 when the Employee incurred a “separation from service” with the Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (b) If you timely elect to continue participation in the Company’s group health plan and/or dental plan under federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for the twelve (12) months following the Separation Date or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the Company’s payment of the Health Continuation Payments would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h409A(2)(A)(i) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”)amended, or applicable regulations or guidance issued under the ACA or Section 105(h), you and the final regulations promulgated thereunder. The Parties recognize that by performing its obligations pursuant to this Section 2, the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A will satisfy all of its obligations under Sections 6.4(a)(ii) and (iv) of the Internal Revenue Code, as amended Employment Agreement. The Parties further agree that all of the Company’s obligations with regard to Severance Benefits set forth in Sections 6.4(a)(ii) and (“Section 409A”), to restructure such benefit, including, without limitation and if determined iv) of the Employment Agreement are superseded in their entirety by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefitprovisions of this Agreement.

Severance Benefits. In consideration of your acceptance of this Agreement and it becoming effectiveIf the Employee becomes entitled to collect severance benefits pursuant to Section 2 hereof, and then subject to your meeting Section 4 and, if applicable, to the six month delay set forth in full your obligations hereunderSection 13, including your obligation to execute a post-employment general release of claims in the form attached hereto as Exhibit A (the “Release”), and in full consideration of any rights you may have under the Employment AgreementEmployee shall receive: (a) The Company will pay you your salary, at your final base rate of pay, for a period of twelve (12) months following the Separation Date A lump sum cash payment (the “Severance PaymentsPayment”). Severance Payments will ) within ten days following the Date of Termination in an amount equal to the sum of: (i) if the Employee is not entitled to receive a guaranteed bonus payment for the year of termination pursuant to a separate arrangement with the Employer, a pro rata bonus in an amount determined by multiplying (1) the Employee’s target bonus for the year of termination, or, if the Employee does not have a target bonus, the average of the annual bonuses awarded to the Employee for the three fiscal years immediately preceding the Date of Termination; provided, however, that if the Employee was not employed by the Employer during each of the three most recently completed fiscal years, then the amount shall be made the average of the annual bonuses awarded to the Employee for each fiscal year during which he was eligible to receive a bonus, by (2) the fraction obtained by dividing the number of days in the form year through the Date of Termination by 365, plus (ii) an amount equal to ___________ times the sum of (x) the Employee’s base salary continuation, and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue to be paid to you in effect at the CompanyDate of Termination and (y) a bonus amount determined as follows in the stated order of priority: (A) if applicable, the Employee’s regular payroll dates. The first payment will be retroactive guaranteed bonus amount for the year of termination, (B) if the Employee is not entitled to a guaranteed bonus, the Employee’s target bonus for the year of termination, (C) if the Employee does not have a target bonus, the average of the annual bonuses awarded to the day following Employee for the Separation Date. In additionthree fiscal years immediately preceding the Date of Termination, in or (D) if the event that Employee was not employed by the Separation Date occurs on Employer during each of the Expected Separation Datethree most recently completed fiscal years, then, with respect to your employment during 2018, then the Company shall pay you a one-time bonus equal to 50% of your target bonus (the “Designated Bonus”), which amount shall be payable on the next regular Company payday after average of the Separation Date provided annual bonuses awarded to the Release has become effective, but not later than March 15, 2019 (or such earlier date so as Employee for each fiscal year during which he was eligible to qualify such amount as receive a short-term deferral within the meaning of Section 409A)bonus. (b) If you timely elect A lump sum cash payment (the “Benefit Allowance Payment”) within ten days following the Date of Termination in an amount equal to continue participation (A) the sum of (i) the aggregate monthly premium that would be paid by the Employee and the Company to obtain the most generous group health plan coverage offered by the Company as of the Date of Termination, for the coverage tier (e.g. single, family coverage) in which Employee and his dependents were enrolled as of the Date of Termination, if any, plus (ii) the aggregate monthly premium that would be paid by the Employee and the Company to obtain the group term life insurance in which Employee [and his dependents] were enrolled as of the Date of Termination, multiplied by (B) thirty-six (36), less applicable withholding taxes. The Benefit Allowance Payment is made in recognition of the Employee and his dependents’ loss of eligibility for certain health and welfare benefits upon the Employee’s termination of employment (or upon the expiration of continuation coverage under Section 4980B of the Code (“COBRA Continuation Coverage”), if elected), and the loss of Company contributions towards the cost of such coverage. The Benefit Allowance Payment shall be made to the Employee regardless of whether the Employee elects COBRA Continuation Coverage under the Company’s group health plan and/or dental plan under federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for the twelve (12) months following the Separation Date or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the Company’s payment of the Health Continuation Payments would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefitplan.

Severance Benefits. In consideration (a) If the Executive’s employment terminates by reason of your acceptance an Involuntary Termination or Constructive Termination (in either case, other than a Change of this Agreement and it becoming effectiveControl Termination), and subject (i) the Company will pay the Executive an amount equal to your meeting eighteen (18) months of his or her base salary, at the rate in full your obligations hereunder, including your obligation to execute a post-employment general release effect as of claims in the form attached hereto as Exhibit A Termination Date (the “ReleaseSalary Payment”), (ii) if the termination occurs prior to the payment of an annual cash incentive award from the prior completed year, the Company will pay the Executive such unpaid award to the extent the Executive would have received such award should he or she have been employed on the date such awards are paid to the rest of the Company (the “Prior Year Bonus Payment”), (iii) the Company will pay the Executive a pro rata amount of the Executive’s annual cash incentive award target for the current year (pro-rated based on the percentage of the year worked prior to the termination) (the “Current Year Bonus Payment”), (iv) the Company will pay the Executive an additional amount equal to the Executive’s full annual cash incentive award target for the current year, multiplied by 1.5 (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (v) provided that the Executive timely elects continued medical coverage pursuant to Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended, the Company will permit the Executive to continue to participate in its group medical plan for a period of up to eighteen (18) months following the Termination Date, subject to earlier termination if the Executive becomes eligible to participate in a group medical plan of another employer other than the Company’s group medical plan, at the same rate that the Executive would be required to contribute toward such coverage if he or she were actively employed (the “COBRA Coverage”), and (vi) the Executive will be eligible for outplacement assistance, consistent with industry standards for similarly situated executive officers in full consideration of any rights you may have under the Employment Agreement: (a) The Company will pay you your salarypharmaceutical industry, at your final base rate of pay, for a period of twelve (12) months following as determined by the Separation Date Compensation Committee in its discretion (the “Severance PaymentsOutplacement Assistance”). Severance Payments will be made in , collectively with the form of salary continuationSalary Payment, the Aggregate Bonus Payment, and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive to the day following the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018COBRA Coverage, the Company shall pay you a one-time bonus equal to 50% of your target bonus (the “Designated BonusCash Severance Benefits”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (b) If you timely elect as of immediately prior to continue participation in the Company’s group health plan and/or dental plan under federal law known time of the Involuntary Termination or Constructive Termination, as COBRAapplicable, the Executive has any outstanding unvested stock options, restricted stock, restricted stock units or any successor law other equity awards granted by the Company and that are subject to vesting solely based on time (“COBRATime-Based Company Equity Awards”)) then, immediately prior to the Termination Date, with respect to each Time-Based Company Equity Award, the Executive will vest in (i) the portion of the Time-Based Company will pay or, at its option, reimburse you, on a monthly basis for Equity Award that would otherwise have vested had the full monthly premium cost of Executive remained employed with the Company through the date that participation for the twelve is eighteen (1218) months following the Separation Termination Date (the “Extended Vesting Date”) and (ii) an additional portion of the Time-Based Company Equity Award equal to the portion that would have vested on the next regular vesting date of such Time-Based Company Equity Award after the Extended Vesting Date (the “Additional Awards”) as if the Additional Awards vested on a daily basis from the last regular award vesting date occurring prior to the Extended Vesting Date (or, if earlierno prior vesting date has occurred, from the grant date of such Additional Awards) through the Extended Vesting Date (rounded down to the nearest whole number of shares). Any Time-Based Company Equity Awards that do not vest in accordance with the immediately preceding sentence of this Section 1(b) shall remain outstanding following the Termination Date until the expiration of the COC Equity Acceleration Period, as defined in Section 2(d)(ii) below (but shall not continue to vest in accordance with the terms of the applicable award agreement) and eligible to vest only in accordance with Section 2(b) below, with any such vesting to become effective on the date of the Change of Control. Any Time-Based Company Equity Awards that do not vest pursuant to the first sentence of this Section 1(b) or pursuant to Section 2(b) shall terminate with no consideration due to the Executive (it being understood that if the Company does not make a Public Announcement (as defined below) or enter into a Definitive Agreement (as defined below) during the COC Equity Acceleration Period, or if the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned, all Time-Based Company Equity Awards that do not vest in accordance with the first sentence of this Section 1(b) but that remain outstanding and are eligible to vest in accordance with Section 2(b) will automatically terminate on the later of (A) the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned (if the Company makes a Public Announcement or enters into a Definitive Agreement during the COC Equity Acceleration Period) and (B) the expiration of the COC Equity Acceleration Period. Notwithstanding anything to the contrary in the plan or award agreement under which the Company Equity Awards (as defined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date (after taking into account the accelerated vesting provided in this Section 1(b)), including any outstanding vested stock options held by the Executive that were granted in connection with the separation of Cyclerion Therapeutics, Inc. (“Cyclerion”) in substitution for or replacement of vested stock options originally granted by the Company, may be exercised by the Executive until the date you become eligible to enroll that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the health event that a Public Announcement is made or a Definitive Agreement is entered into during such twenty-four (and/or24) month period, if applicable, dental the later of (i) the expiration of such twenty-four (24) month period or (ii) the first to occur of the date that is three (3) months following the Change of Control and visionthirty (30) plan days following the date on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to consummate the Change of a new employer Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (2) the “Health Continuation Payments” and, originally prescribed term of such stock option (together with the accelerated vesting described above, the “Equity Severance Payments Benefits” and together with the Designated BonusCash Severance Benefits, the “Severance Benefits”). Notwithstanding To the foregoing, in the event that the Company’s payment of the Health Continuation Payments would extent any Time-Based Company Equity Awards are subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended Code (“Section 409A”), vesting will be accelerated only to restructure such benefitthe extent the acceleration does not cause additional taxes or penalties under Section 409A. The acceleration, includingif any, without limitation and if determined of any vesting of any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company to the Executive subject to (a) both time- and performance-based vesting criteria or (b) solely performance-based vesting criteria (clauses (a) and (b), collectively, “Performance-Based Company Equity Awards”, and together with the Time-Based Company Equity Awards, “Company Equity Awards”) shall be consistent determined in accordance with the terms of the plan and award agreement under which the Performance-Based Company Equity Award was issued. (c) Subject to Section 8 below, any Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, by having in which case such lump-sum payment will be made on the first regular payroll date of the Company pay you an after-tax cash equivalent following the sixtieth (60th) calendar day following the Termination Date). In no event will any Outplacement Assistance provided to the forfeited benefitExecutive hereunder extend beyond the December 31 of the second year following the calendar year in which the Termination Date occurs, and any reimbursement by the Company of Outplacement Assistance expenses paid by the Executive will be paid no later than December 31 of the third year following the calendar year in which the Termination Date occurs.

Severance Benefits. In consideration of your acceptance Upon termination of this Agreement and it becoming effectiveExecutive’s employment hereunder, Executive will receive payment for all salary and vacation accrued but unpaid as of the date of termination, and subject to your meeting in full your obligations hereunder, including your obligation to execute a post-employment general release of claims in the form attached hereto as Exhibit A (the “Release”), and in full consideration of any rights you may have benefits will be continued under the Employment Agreementterms of such plans and policies in accordance with applicable law. Notwithstanding, Executive shall be entitled to receive severance benefits described below: (a) The Company will pay you your salary, at your final base rate Termination by ArcSoft for Cause If this Agreement and Executive’s employment hereunder is terminated by ArcSoft before the expiration of pay, the Term for a period of twelve Cause pursuant to Sections 8(c) and (12) months following the Separation Date (the “Severance Payments”). Severance Payments will be made in the form of salary continuation, and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive to the day following the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% of your target bonus (the “Designated Bonus”g), which Executive shall be payable on the next regular Company payday after the Separation Date provided the Release has become effectivenot entitled to any additional payments or benefits hereunder, other than, including but not later than March 15, 2019 limited to: (i) Executive’s then Base Salary paid as of the date of termination; and (ii) Any then vested Stock Option and other options as of the date of termination; and (iii) Vacation accrued but unpaid as of the date of termination; and (iv) Continuance of group insurance program in accordance with COBRA; and (v) Any unreimbursed business expenses or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A)dues described in this Agreement. (b) Termination by ArcSoft without Cause; Termination by Executive with Good Reason If you timely elect this Agreement and Executive’s employment hereunder is terminated by ArcSoft before the expiration of the Term without Cause pursuant to continue participation in the Company’s group health plan and/or dental plan under federal law known as COBRASection 8 (d), or any successor law reason other than with Cause, or by Executive for Good Reason as defined in Section 8 (“COBRA”e), within 5 business days after the Company will pay orend of Notice of Termination period, at its option, reimburse you, on a monthly basis Executive shall receive: (i) Any vacation accrued but unpaid; (ii) The earned but unpaid Bonus for the full monthly premium cost preceding fiscal year before the date of that participation termination, and Bonus for the twelve current fiscal year; (12iii) A single lump sum severance payment equal to 4 full years of Executive’s then Base Salary; (iv) Any forfeiture provision of any Restricted Stock (if any) shall lapse and such Restricted Stock shall become fully vested; (v) Acceleration of the vesting and exercisability of all unvested or unexercisable Stock Options, including any option Executive has under this Agreement and the Original Agreement, and any options granted to him thereafter, that shall become fully vested and immediately exercisable for 24 months following the Separation Date or, if earlier, until from the date you become eligible of termination; (vi) Continuance coverage and premium payment by ArcSoft under ArcSoft’s group insurance programs for Executive and his family members for the greater term of (A) 24 months after the date of termination, (B) the remainder of the Term of this Agreement; (vii) Any unreimbursed business expenses or dues described in this Agreement; (viii) Financial aids to enroll in subsidize the health (and/or, if applicable, dental and vision) plan exercise of a new employer (the “Health Continuation Payments” and, together with the Severance Payments all options Executive has under this Agreement and the Designated BonusOriginal Agreement, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the Company’s payment of the Health Continuation Payments would subject the Company and any options granted to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefithim thereafter.

Severance Benefits. In consideration of your acceptance of this Agreement and it becoming effective, and subject to your meeting in full your obligations hereunder, including your obligation to execute a post-If Employee’s employment general release of claims in is terminated by the form attached hereto Company without Cause or by Employee for Good Reason (each as Exhibit A (the “Release”defined below), and provided that Employee remains in full consideration of any rights you may have compliance with his material obligations to the Company under his Offer Letter, this Agreement (including all exhibits attached hereto) and the Employment AgreementSeparation Agreement (defined below), the Company agrees to provide Employee with the following severance benefits: (a) The Company will pay you your salary, at your final continuation of Employee’s regular base rate of pay, salary for a period of twelve six (126) months following the Separation Date (months, reduced by any and all applicable payroll withholdings and deductions. The period over which Employee is entitled to receive continuation of regular base salary is referred to as the “Severance PaymentsPeriod.”). Severance Payments will be made in the form of salary continuation, and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive to the day following the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% of your target bonus (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (b) If you timely elect a lump sum payment equal to continue participation a ratable portion of Employee’s full potential annual bonus at the percentage contained in the Offer Letter for the portion of the Employment Year that has elapsed prior to the Termination Date (or the portion of the transition period or new bonus cycle period that has elapsed if the Company has changed the timing of Bonus award determination), reduced by any and all applicable payroll withholdings and deductions. The Employee will be provided reasonable time prior to the Termination Date to transition information and responsibilities to Employee’s successor, and accordingly this payment will be contingent upon, and will not be paid until the completion of, the reasonable transition of information and responsibilities to Employee’s successor, as reasonably determined by the Company’s group ; (c) provided Employee accurately and timely elects continuation of health plan and/or dental plan under federal law known insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as COBRAamended, or any successor law Cal-COBRA (collectively, “COBRA”), the Company will pay or, at its option, reimburse you, on reimbursement for COBRA premiums paid by Employee for Employee and Employee’s eligible dependents for a monthly basis for the full monthly premium cost period of that participation for the twelve six (126) months; (d) acceleration of six (6) months following the Separation Date or, if earlier, until the date you become eligible vesting of all outstanding equity awards subject to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the Company’s payment of the Health Continuation Payments would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined vesting granted by the Company to be consistent with applicable law, the Employee; and (e) extension of the exercise term of each outstanding equity award granted by having the Company pay you an after-tax cash equivalent so that Employee may exercise such awards (including the accelerated shares as provided in Section 4(d) above) to Employee until the earliest of: (i) three (3) months after the end of the Severance Period, (ii) the latest date such each equity award could have expired by its original terms under any circumstances, or (iii) the tenth (10th) anniversary of the original date of grant of such equity award. The Employee understands and acknowledges that to the forfeited benefitextent any vested option shares are incentive stock options such option shares shall be deemed to be nonqualified stock options effective as of the Termination date if not exercised within three months of the Termination Date. The Employee understands that any shares for which vesting is accelerated in accordance with 4(d) that are incentive stock options shall be deemed to be nonqualified stock options regardless of when exercised.

Severance Benefits. In consideration of your acceptance Provided Executive signs this Agreement, and does not timely revoke it, and complies in all material respects with the terms of this Agreement (provided, that Hertz shall provide Executive with written notice of any such noncompliance and it becoming effectivenot less than thirty (30) days to cure, and subject to your meeting in full your obligations hereunder, including your obligation to execute a post-employment general release of claims in the form attached hereto as Exhibit A (the “Release”if curable), Hertz shall provide Executive with severance payments and in full consideration of any rights you may have under the Employment Agreementbenefits, as follows: (a) The Company Executive will pay you your salary, at your final base rate of pay, for be considered a period of twelve (12) months following participant in the Separation Date incentive compensation plan that is the successor plan to the 2021 2H Executive Incentive Compensation Plan (the “Severance PaymentsSuccessor Bonus Plan”), at the level of eighty per cent (80%) of Executive’s Base Salary and on the same terms and conditions applicable to other individuals at the Executive Vice President level, or its functional equivalent. Severance Payments Executive will be made in entitled to receive payment under the form of salary continuationSuccessor Bonus Plan, and will begin pro-rated for his 2022 service based upon the Separation Date, on the next regular Company payday after same basis such bonuses are paid to other individuals at the Separation Date provided the Release has become effectiveExecutive Vice President level, and or its functional equivalent. Such Successor Bonus Plan payment, if any, will continue to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive to the day following the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% of your target bonus (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but Executive not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A)2023. (b) If you timely elect Notwithstanding any term of the Omnibus Plan or the RSU Agreement to continue participation the contrary, a number of Restricted Stock Units, as that term is defined in the CompanyRSU Agreement, shall vest in favor of Executive and the Restriction Period, as that term is defined in the Omnibus Plan, shall lapse effective upon the Separation Date, equal to the number of Restricted Stock Units that would have vested on November 2, 2023 and November 2, 2024, respectively, assuming Executive’s group health plan and/or dental plan under federal law known employment had continued through such dates. Except as COBRAspecifically provided for herein, no term or any successor law provision of the Omnibus Plan or the RSU Agreement is intended to be or may be construed to be altered or amended by the terms of this Agreement. The parties acknowledge and agree that the Omnibus Plan and the RSU Agreement provide for settlement of such Restricted Stock Units not later than thirty-eight (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for the twelve (1238) months days following the Separation Date orDate. (c) Notwithstanding any term of the Omnibus Plan or the ESO Agreement to the contrary (i) a number of Options, if earlier, until the date you become eligible to enroll as that term is defined in the health ESO Agreement, shall vest in favor of Executive and become exercisable for purposes of Section 3 of the ESO Agreement effective upon the Separation Date, equal to the number of Options that would have vested on November 2, 2023 and November 2, 2024, respectively, assuming Executive’s employment had continued through such dates, and (and/or, if applicable, dental and visionii) plan of a new employer (the “Health Continuation Payments” and, together along with the Severance Payments Options that vest and become exercisable pursuant to the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the Company’s payment terms of Section 2(b) of the Health Continuation Payments would subject the Company to ESO Agreement, once vested may be exercised at any tax or penalty under the Patient Protection time and Affordable Care Act (as amended from time to time, time prior to the “ACA”one (1) or Section 105(h) year anniversary of the Internal Revenue Code of 1986Separation Date. Except as specifically provided for herein, as amended (“Section 105(h)”), no term or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A provision of the Internal Revenue Code, as Omnibus Plan or the ESO Agreement is intended to be or may be construed to be altered or amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefitterms of this Agreement.

Severance Benefits. In consideration of your acceptance of this Agreement and it becoming effectiveUnless my employment is terminated as provided for in my Employment Agreement, including, without limitation, due to my death or disability or if I resign for any reason prior to the Termination Date, and subject to your meeting in full your obligations hereunderSection 13 and my continued compliance with Section 4, including your obligation to execute a post-employment general release of claims in the form attached hereto as Exhibit A (the “Release”), and in full consideration of any rights you may have under the Employment Agreement: (a) The Company Employer will pay you your salary, at your final base rate of pay, for a period of twelve (12) months following the Separation Date (the “Severance Payments”). Severance Payments will be made in the form of salary continuation, and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive to the day following the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% of your target bonus (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (b) If you timely elect to continue participation in the Company’s group health plan and/or dental plan under federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for the twelve (12) months following the Separation Date or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together provide me with the Severance Payments and the Designated Bonus, following severance benefits (the “Severance Benefits”). Notwithstanding , less applicable tax withholdings and deductions, subject to my execution and delivery of (i) this Agreement and (ii) an additional release of claims not materially different from Section 3 below (the foregoing, in the event that the Company’s payment “Additional Release”) to be provided to me by Employer effective as of the Health Continuation Payments would Termination Date or such earlier time as Employer has determined I have undergone a “separation from service” for purposes of Section 409A, which Additional Release shall be subject to the Company same review and revocation periods set forth in Sections 10 and 11 of this Agreement; provided, that I will not be entitled to any tax or penalty under the Patient Protection Severance Benefits unless I execute and Affordable Care Act deliver the Additional Release and the Additional Release becomes irrevocable within such review and revocation periods: A. An amount equal to (as amended from time 1) $1,700,000, which represents two times my annualized base salary, plus (2) an amount equal to time, two times the “ACA”) or Section 105(h) average of the Internal Revenue Code total of 1986bonus and incentive compensation paid to me for the two most recent calendar years (excluding equity-related awards, as amended (“Section 105(h)”)payments under any long-term or similar benefit plan, or applicable regulations any other special or guidance issued under the ACA one-time bonus or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent incentive compensation payments) prior to the forfeited benefitTermination Date. Subject to Section 13.C. below, this amount will be paid to me bi-weekly on the regular employee payroll cycle over the two year period following the Termination Date. B. $24,000 to offset the costs of COBRA and to defray attorneys' fees for the review of this Agreement. Subject to Section 13.C. below, this amount will be paid on the first payroll date that occurs following the Termination Date. The compensation and Severance Benefits in this Agreement are in lieu of any compensation, payments or benefits or any kind to which I otherwise might be entitled to under my Employment Agreement or severance plan or program.

Severance Benefits. In consideration of your acceptance of this Agreement and it becoming effectiveProvided Employee is in compliance with ------------------ Paragraph 4(b)(viii) hereof, and subject Company will pay or provide the following severance benefits to your meeting Employee in full your obligations hereunder, including your obligation to execute a post-employment general release of claims in the form attached hereto as Exhibit A (the “Release”), and in full consideration lieu of any rights you may have separation payments otherwise provided upon termination of employment under the Employment Agreementany other severance pay or similar plan or policy of Company: (ai) The Company will pay you your salaryTwelve (12) consecutive monthly payments each equal to one- twelfth (1/12th) of Employee's annual basic compensation in effect immediately prior to Employee's termination; (ii) Twelve (12) consecutive monthly payments each equal to one- twelfth (1/12th) of the higher of (A) Employee's discretionary bonus for the previous calendar year, at your final base rate or (B) the average of payEmployee's discretionary bonus for the previous three (3) calendar years (or such fewer calendar years as Employee has been employed), for a period in each case prorated to the date of Employee's termination; (iii) For the twelve (12) months month period following the Separation Date date of termination of Employee's employment, Company will maintain in full force and effect for the continued benefit of Employee each employee benefit plan in which Employee was a participant immediately prior to the date of Employee's termination, unless an essentially equivalent and no less favorable benefit is provided by a subsequent employer at no additional cost to Employee. If the terms of any employee benefit plan of Company do not permit continued participation by Employee, then Company will arrange to provide to Employee (at Company's cost) a benefit substantially similar to and no less favorable than the “Severance Payments”benefit Employee was entitled to receive under such plan at the end of the period of coverage. (This provision specifically is not applicative to Employee's automobile and club dues, which benefits end upon Employee's date of termination of employment.) (iv) For the twelve (12) month period following the date of termination of Employee's employment, Company will treat Employee for all purposes as an Employee under all of Company's retirement plans in which Employee was a participant on the date of termination of Employee's employment or under which Employee would become eligible during such twelve (12) month period (hereinafter referred to collectively as the "Plan"). Severance Payments will Benefits due to Employee under the Plan shall be made in the form of salary continuation, and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue computed as if Employee had continued to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive to the day following the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018, the an Employee of Company shall pay you a one-time bonus equal to 50% of your target bonus (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (b) If you timely elect to continue participation in the Company’s group health plan and/or dental plan under federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for the twelve (12) months month period following termination of employment. If under the Separation Date or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the Company’s payment terms of the Health Continuation Payments would subject Plan such continued coverage is not permitted, Company will pay to Employee or Employee's estate a supplemental benefit in an amount which, when added to the Company benefits that Employee is entitled to any tax or penalty receive under the Patient Protection and Affordable Care Act Plan, shall equal the amount that Employee would have received under the Plan had Employee remained an employee of Company during such twelve (as amended from time to time, the “ACA”12) or Section 105(hmonth period. (v) of the If any excise tax imposed under Internal Revenue Code of 1986Section 4999 or any successor provision, as amended (“Section 105(h)”after the date hereof, is due and owing by Employee as a result of any amount paid or payable pursuant to this Paragraph 4(c), Company shall indemnify and hold Employee harmless against all such excise taxes and any interest, penalties or applicable regulations costs with respect thereto. (vi) Company will be obligated to make all payments that become due to Employee under this Paragraph 4(c) whether or guidance issued not she obtains other employment following termination. The payments and other benefits provided for in this Paragraph 4(c) are intended to supplement any compensation or other benefits that have accrued or vested with respect to Employee or her account as of the effective date of termination. (vii) Company may elect to defer any payments that may become due to Employee under this Paragraph 4(c) if, at the ACA time the payments become due, Company or Section 105(h), you and the Company agree to work together Women's Bank is not in good faith, consistent with the requirements for compliance with any regulatory-mandated minimum capital requirements or exemption from Section 409A of if making the Internal Revenue Codepayments would cause Company's or Women's Bank's capital to fall below such minimum capital requirements. In this event, Company will resume making the payments as amended (“Section 409A”), to restructure soon as it can do so without violating such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefitminimum capital requirements.

Severance Benefits. In consideration of your acceptance of this Agreement and it becoming effective, and subject to your meeting in full your obligations hereunder, including your obligation to execute a post-employment general release of claims in the form attached hereto The Company will provide severance benefits as Exhibit A (the “Release”), and in full consideration of any rights you may have under the Employment Agreementfollows: (ai) The Company will pay you your salaryto Executive within (30) thirty days of the termination a lump-sum cash amount equal to three hundred percent (300%) of the sum of (a) Executive’s then current annual base salary in effect immediately prior to the termination (or, if his base salary has been reduced within (60) sixty days prior to the termination or at your final any time after the Change of Control, his base salary in effect prior to the reduction), plus (b) the Executive’s target bonus for the current year or for the year immediately prior to the Change of Control whichever is higher; provided that the Executive may in the alternative and in his sole discretion elect to have such payment made in: (A) equal monthly installments with interest at a rate of pay7% per annum over a period not to exceed three (3) years, (B) a lump sum to the IntraLase Corp. Non-Qualified Deferred Compensation Plan (“Compensation Plan”) or (C) equal monthly installments as in (A) above with the percentage withheld monthly as Executive has had withheld before the termination to the Compensation Plan. The foregoing payments are in addition to and not in lieu of salary and bonus for the current year that has been earned but not yet paid. If current year target bonus is tied, in whole or in part, to annualized performance benchmarks, it will be equitably prorated. (ii) The Company will continue to provide Executive, for a period of twelve three years from the date of termination or commencement of new employment providing substantially similar benefits, whichever is earlier, with any medical, dental, disability, life insurance and automobile reimbursement benefits and other perquisites in effect at the time of termination (12or, if the level of benefits has been reduced within (60) months following sixty days prior to the Separation Date (termination, the “Severance Payments”level of benefits prior to the reduction). Severance Payments To the extent the Company is unable to provide such benefits to Executive under its existing plans and arrangements, it will be made in the form of salary continuation, and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue either arrange to be paid provide Executive with substantially similar benefits upon comparable terms or pay Executive cash amounts equal to you at the Company’s regular payroll datesmost recent annualized cost of providing such benefits. The first Following such three years of payment will be retroactive to the day following the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018of benefits, the Company shall pay you a one-time bonus equal permit Executive to 50% of your target bonus (elect to continue the “Designated Bonus”)medical and dental benefits under COBRA, which election shall be payable on made at the next regular time of termination and paid by the Company payday after for the Separation Date period provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A)herein. (biii) If you timely elect The Company will make reasonable and customary outplacement services available to continue participation in Executive for a period of one year from the date of termination. (iv) To the extent not otherwise provided for under the Company’s group health plan and/or dental plan under federal law known as COBRAstock plans, or any successor law (“COBRA”), the all options to purchase Company stock held by Executive will pay or, at its option, reimburse you, on a monthly basis become exercisable and remain exercisable for the full monthly premium cost period of that participation for the twelve (12) months following the Separation Date or, if earlier, until the date you become eligible to enroll time set forth in the health (and/orinstruments governing such options, if applicable, dental and vision) plan of a new employer (to the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that extent not otherwise provided for under the Company’s payment of the Health Continuation Payments would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to timestock plans, the “ACA”) or Section 105(h) vesting of all such restricted stock shall be governed by the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under express terms in the ACA or Section 105(h), you agreements entered into between the Executive and the Company. (v) The Company agree shall continue to work together in good faithmanage the Compensation Plan during the full period that Executive has elected to receive benefits under such plan. An election to commence payments thereunder upon retirement shall be Executive’s retirement from full-time employment with any employer or age 65, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefitwhichever is earlier.

Severance Benefits. In consideration of your acceptance of If Employee executes this Agreement in accordance with Section 5.2 of the Employment Agreement and does not revoke it becoming effectiveas permitted by Section 14 hereof, and subject Employee will receive the following severance benefits: a. Blackbaud will make a lump-sum payment equal to your meeting in full your obligations hereunder, including your obligation to execute a post-employment general release pro rata share (based upon the number of claims days in the form attached hereto as Exhibit A year of termination through the Separation Date relative to 365) of the Employee’s annual target Bonus Compensation at the rate in effect on the Separation Date, less any required taxes and withholdings, payable within sixty (60) calendar days of the “Release”)Separation Date; b. Blackbaud will continue paying Employee his annual Base Salary at the rate in effect on the Separation Date, less any required taxes and in full consideration of any rights you may have under the Employment Agreement: (a) The Company will pay you your salary, at your final base rate of paywithholdings, for a period of twenty four (24) months after the Separation Date; c. Blackbaud will continue Employee’s participation in Blackbaud’s health benefits at the same level as in effect on the Separation Date for a period of eighteen (18) months after the Separation Date or until Employee is eligible (following the expiration of any applicable waiting periods) for equivalent health benefits from another employer, whichever is sooner. If Blackbaud’s health benefit plans or programs do not allow for Employee’s continued participation in such plans or programs after termination of employment, Blackbaud agrees to reimburse Employee for continuing coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for a period of eighteen (18) months after the Separation Date; provided, however, that such reimbursement will be conditioned upon Employee’s timely election of continued coverage under COBRA; and d. Employee will be entitled to twelve (12) months following acceleration of the vesting of any then-unvested stock options, stock appreciation rights and restricted stock granted to Employee pursuant to this Agreement, and/or the Original Agreement or pursuant to any other written agreement between Employee and Blackbaud, such that all Employee’s stock options, stock appreciation rights and restricted stock will be vested on Employee’s Separation Date (the “Severance Payments”). Severance Payments will be made in the form of salary continuation, and will begin on the next regular Company payday after the as if Employee’s Separation Date provided the Release has become effective, and will continue to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive to the day following the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% of your target bonus (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (b) If you timely elect to continue participation in the Company’s group health plan and/or dental plan under federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for the were twelve (12) months following later. All of Employee’s stock options, stock appreciation rights and restricted stock which remain unvested after giving effect to the acceleration provided for in the preceding sentence will be forfeited as of the Separation Date orDate. Employee will have two (2) years after termination of employment with Blackbaud (but in no event later than any specified expiration date of Employee’s stock options or stock appreciation rights) to exercise any and all of Employee’s vested stock options or stock appreciation rights. Employee further acknowledges and agrees that except as specifically provided in this Agreement, if earlierhe is not eligible for, until the date you become eligible to enroll in the health (and/orand will not receive, if applicableany additional payments, dental and vision) plan of a new employer (the “Health Continuation Payments” andcompensation, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the Company’s payment of the Health Continuation Payments would subject the Company to any tax benefits or penalty under the Patient Protection and Affordable Care Act (as amended entitlements from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefitBlackbaud.

Severance Benefits. In consideration the event the Company exercises its rights under this subparagraph, you will be entitled to payment of your acceptance the Accrued Amounts. In addition, subject to and in accordance with the terms and conditions of this the Agreement and it becoming effective, your timely execution and subject to your meeting in full your obligations hereunder, including your obligation to execute non-revocation of the Company’s standard separation agreement containing a post-employment general release of claims in a form acceptable to the form attached hereto as Exhibit A Company (the “Release”), and in full consideration of any rights you may have under the Employment Agreement: (a) The Company will pay provide you with the following: (A) continuation of your salary, at your final base rate Base Salary (as of pay, the NLR Date) for a the two (2)-year period of twelve (12) months immediately following the Separation NLR Date (the “Severance PaymentsNLR Period”). Severance Payments will be made in the form of salary continuation, and will begin ) payable on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive ; (B)(i) an amount equal to your Bonus Plan Target, pro-rated for the period of the Bonus Plan year corresponding to the day following NLR Date that you were actively employed (exclusive of the Separation Date. In additionGarden Leave) and calculated based on actual achievement of applicable performance criteria, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect and (ii) continued entitlement to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% payment of your target bonus Bonus Plan Target (calculated as of the “Designated Bonus”)NLR Date) for the NLR Period, which shall be payable on the next regular Company payday after applicable Bonus Payment Dates and subject to the Separation terms and conditions of the Bonus Plan (which, for the avoidance of doubt, equals a total payout of two times (2x) your Bonus Plan Target); (C) continued vesting during the NLR Period of any outstanding and unvested LTI Awards (except for any unvested tranches of the Founders Grant as provided in subparagraph 3(d)) granted prior to the NLR Date (provided that to the Release has become effectiveextent the terms of the LTI Plan or the award agreements governing the applicable LTI Awards provide more favorable vesting treatment at termination of employment, but not later than March 15, 2019 those terms will apply in lieu of this sub-clause); and (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (bD) If you timely elect to continue continued participation in the Company’s group health plan benefits plans and programs as provided under paragraph 4(a) for you and your eligible dependents enrolled as of the NLR Date, at a similar cost to you as active employees and subject to the terms and conditions of such plans and programs and applicable law. In the event your continued participation in the Company’s medical, dental, and/or dental plan under federal law known as COBRAvision plans is barred or otherwise results in adverse tax consequences for the Company, or any successor law (“COBRA”), then the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for the twelve (12) months following the Separation Date or, if earlier, until the date you become eligible arrange to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the Company’s payment of the Health Continuation Payments would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), provide you and the Company agree your eligible dependents with substantially similar coverage to work together that which such persons would have otherwise been entitled to receive under such benefit programs from which such continued participation is barred, which may include a cash payment in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefitlieu thereof.

Severance Benefits. In consideration of your acceptance of this Agreement and it becoming effectiveUpon a Severance Payment Event, and subject in addition to your meeting in full your obligations hereunder, including your obligation any other severance or employment-termination compensation or benefits to execute a post-employment general release of claims in which the form attached hereto as Exhibit A (Executive may be entitled from the “Release”), and in full consideration Company or any Subsidiary under the terms of any rights you may have under Plan of which the Employment AgreementExecutive was a participant or a beneficiary immediately before the Severance Payment Event, the Company shall: (a) The Company will pay you your salaryPay the Executive in cash, at your final base rate of pay, for a period of twelve (12) months following the Separation Date (the “Severance Payments”). Severance Payments will be made in the form of salary continuation, and will begin on the next regular Company payday within five Business Days after the Separation Date provided the Release has become effectiveSeverance Payment Event, all of her Base Salary and will continue to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive all other earned but unpaid cash compensation or entitlements due to the day following Executive through (and including) the Separation Date. In additiondate of the Severance Payment Event, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018, the Company shall including unused earned and accrued vacation pay you a one-time bonus equal to 50% of your target bonus (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A)and unreimbursed reimbursable business expenses. (b) If you timely elect Make the Severance Payment in cash in two equal installments: (i) the first within five Business Days after the Severance Payment Event, and (ii) the second (without interest), subject to continue participation in Section 4, no later than noon on the first anniversary of the Severance Payment Event. (c) Provide or arrange to provide the Executive (whether or not under any Welfare Benefit Plan then maintained), at the Company’s group health plan and/or dental plan 's sole expense and for the Benefit Continuation Period, Welfare Benefits that are substantially the same the Welfare Benefits provided to the Executive (and her dependents and beneficiaries) immediately before the Severance Payment Event, except that the Welfare Benefits to which the Executive is entitled under federal law known as COBRAthis subsection (c) will be reduced to the extent that comparable welfare benefits are received by the Executive from an employer other than the Company or any Subsidiary during the Benefit Continuation Period. (The fact that the cost of the participation by the Executive, or her dependents or beneficiaries, in any successor law (“COBRA”)Welfare Benefit Plan was paid indirectly by the Company, as a reimbursement or a credit to the Company will pay orExecutive, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for the twelve (12) months following the Separation Date or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with before the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event Payment Event does not mean that the Company’s payment of corresponding Welfare Benefits were not "provided to the Health Continuation Payments would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined Executive" by the Company for the purpose of this subsection (c).) In addition, each Stock Award outstanding immediately before the Severance Payment Event and not yet exercised or forfeited (as the case may be) will accelerate and become fully vested, exercisable, or nonforfeitable upon the Severance Payment Event, as though all requisite time had passed to be consistent with applicable law, by having vest the Company pay you an after-tax cash equivalent Stock Award or cause it to the forfeited benefitbecome exercisable or nonforfeitable.

Severance Benefits. In consideration of your acceptance of this Agreement and it becoming effective, and subject to your meeting in full your obligations hereunder, including your obligation to execute a post-employment general release of claims in the form attached hereto The Company will provide severance benefits as Exhibit A (the “Release”), and in full consideration of any rights you may have under the Employment Agreementfollows: (ai) The Company will pay you your salaryto Executive within (30) thirty days of the termination a lump-sum cash amount equal to two hundred percent (200%) of the sum of (a) Executive’s then current annual base salary in effect immediately prior to the termination (or, if her base salary has been reduced within (60) sixty days prior to the termination or at your final any time after the Change of Control, her base salary in effect prior to the reduction), plus (b) the Executive’s target bonus for the current year or for the year immediately prior to the Change of Control whichever is higher; provided that the Executive may in the alternative and in her sole discretion elect to have such payment made in: (A) equal monthly installments with interest at a rate of pay7% per annum over a period not to exceed two (2) years, (B) a lump sum to the IntraLase Corp. Non-Qualified Deferred Compensation Plan (“Compensation Plan”) or (C) equal monthly installments as in (A) above with the percentage withheld monthly as Executive has had withheld before the termination to the Compensation Plan. The foregoing payments are in addition to and not in lieu of salary and bonus for the current year that has been earned but not yet paid. If current year target bonus is tied, in whole or in part, to annualized performance benchmarks, it will be equitably prorated. (ii) The Company will continue to provide Executive, for a period of twelve two years from the date of termination or commencement of new employment providing substantially similar benefits, whichever is earlier, with any medical, dental, disability, life insurance and automobile reimbursement benefits and other perquisites in effect at the time of termination (12or, if the level of benefits has been reduced within (60) months following sixty days prior to the Separation Date (termination, the “Severance Payments”level of benefits prior to the reduction). Severance Payments To the extent the Company is unable to provide such benefits to Executive under its existing plans and arrangements, it will be made in the form of salary continuation, and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue either arrange to be paid provide Executive with substantially similar benefits upon comparable terms or pay Executive cash amounts equal to you at the Company’s regular payroll datesmost recent annualized cost of providing such benefits. The first Following such two years of payment will be retroactive to the day following the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018of benefits, the Company shall pay you a one-time bonus equal permit Executive to 50% of your target bonus (elect to continue the “Designated Bonus”)medical and dental benefits under COBRA, which election shall be payable on made at the next regular time of termination and paid by the Company payday after for the Separation Date period provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A)herein. (biii) If you timely elect The Company will make reasonable and customary outplacement services available to continue participation in Executive for a period of one year from the date of termination. (iv) To the extent not otherwise provided for under the Company’s group health plan and/or dental plan under federal law known as COBRAstock plans, or any successor law (“COBRA”), the all options to purchase Company stock held by Executive will pay or, at its option, reimburse you, on a monthly basis become exercisable and remain exercisable for the full monthly premium cost period of that participation for the twelve (12) months following the Separation Date or, if earlier, until the date you become eligible to enroll time set forth in the health (and/orinstruments governing such options, if applicable, dental and vision) plan of a new employer (to the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that extent not otherwise provided for under the Company’s payment of the Health Continuation Payments would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to timestock plans, the “ACA”) or Section 105(h) vesting of all such restricted stock shall be governed by the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under express terms in the ACA or Section 105(h), you agreements entered into between the Executive and the Company. (v) The Company agree shall continue to work together in good faithmanage the Compensation Plan during the full period that Executive has elected to receive benefits under such plan. An election to commence payments thereunder upon retirement shall be Executive’s retirement from full-time employment with any employer or age 65, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefitwhichever is earlier.

Severance Benefits. In consideration Upon the occurrence of your acceptance of this Agreement and it becoming effectivea Severance Payment Event, and subject in addition to your meeting in full your obligations hereunder, including your obligation any other severance or employment-termination compensation or benefits to execute a post-employment general release of claims in which the form attached hereto as Exhibit A (Employee may be entitled from the “Release”), and in full consideration Company or any Subsidiary under the terms of any rights you may have under Plan (other than a severance benefits plan for employees generally) of which the Employment AgreementEmployee was a participant or a beneficiary immediately before the Severance Payment Event, the following shall occur: (a) The Company will shall pay you your salarythe Employee in cash, at your final base rate of pay, for a period of twelve (12) months following the Separation Date (the “Severance Payments”). Severance Payments will be made in the form of salary continuation, and will begin on the next regular Company payday within five Business Days after the Separation Date provided Severance Payment Event, all of his Base Salary and all other earned but unpaid cash compensation or entitlements due to the Release has become effectiveEmployee through (and including) the date of the Severance Payment Event, including unused earned and will continue accrued vacation pay and unreimbursed reimbursable business expenses. (b) The Company shall make the Severance Payment in cash in a lump sum to be paid to you the Employee within five Business Days after the Severance Payment Event. (c) The Company shall provide or arrange to provide the Employee (whether or not under any Welfare Benefit Plan then maintained), at the Company’s regular payroll dates. The first payment sole expense and for the Benefit Continuation Period, Welfare Benefits that are substantially the same as the Welfare Benefits provided to the Employee (and the Employee’s spouse, dependents and beneficiaries) immediately before the Severance Payment Event, except that the Welfare Benefits to which the Employee is entitled under this subsection (c) will be retroactive subject to the day following Employee’s compliance with the Separation Date. In additionrestrictions set out in Sections 4 through 13, and will be reduced to the extent that comparable welfare benefits are received by the Employee from an employer other than the Company or any Subsidiary during the Benefit Continuation Period; provided, however, for any Welfare Benefits other than health insurance, in lieu of paying from such Welfare Benefits during the event that Benefit Continuation Period, within 30 days after the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018Severance Payment Event, the Company shall pay you a one-time bonus to Employee an amount equal to 50% 36 times the excess of your target bonus (i) the “Designated Bonus”)monthly premium payable immediately prior to the Severance Payment Event for such Welfare Benefits substantially similar to those which Employee (and Employee’s dependents) were receiving at such time, which shall be payable on over (ii) the next regular Company payday after aggregate monthly premiums(s) charged to the Separation Date provided Employee for such coverage at such time. The fact that the Release has become effectivecost of the participation by the Employee, but not later than March 15or the Employee’s spouse, 2019 (dependents or such earlier date so as to qualify such amount beneficiaries, in any Welfare Benefit Plan was paid indirectly by the Company, as a short-term deferral within reimbursement or a credit to the meaning of Section 409A). (b) If you timely elect Employee, before the Severance Payment Event does not mean that the corresponding Welfare Benefits were not “provided to continue participation in the Company’s group health plan and/or dental plan under federal law known as COBRA, or any successor law (“COBRA”), Employee” by the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost purpose of that participation for the twelve this subsection (12) months following the Separation Date or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”c). Notwithstanding the foregoing, this subsection (c) shall not apply if the Severance Payment Event is attributable to the death of Employee; in such event, the Designated Beneficiary, spouse and dependents of Employee shall be entitled to whatever rights and benefits they have under the Plan(s) at the time of death and nothing herein shall be construed to limit such rights and benefits. In the event that the Company’s payment Company cannot provide coverage under any Welfare Benefit Plan, as described in this subsection (c), for the entire Benefit Continuation Period, or any portion thereof, for whatever reason, then the Company shall pay the actuarial equivalent of the Health Continuation Payments would subject present value of such foregone coverage for Employee (and his spouse, dependents and beneficiaries, as applicable) directly to Employee in a cash lump sum payment. Such determination for each affected Welfare Benefit Plan shall be made in good faith by the Compensation Committee. (d) Each Stock Award outstanding immediately before the Severance Payment Event and not yet exercised or forfeited (as the case may be) will automatically accelerate and become fully vested, exercisable, or nonforfeitable upon the Severance Payment Event, as though all requisite time had passed to fully vest the Stock Award or cause it to become exercisable or nonforfeitable. In addition to Stock Awards, any compensation due under a performance-based, long-term incentive plan of the Company or a Subsidiary will automatically accelerate and become fully payable and nonforfeitable upon the Severance Payment Event, as though all requisite time had passed to fully vest such compensation and all requisite performance goals attributable thereto have been fully attained or satisfied. Notwithstanding anything to the contrary, if the terms and conditions of any tax Stock Award or penalty compensation due under a plan or agreement expressly provide for acceleration of such Stock Award or compensation upon a Severance Payment Event in a manner inconsistent with the Patient Protection foregoing in relation to an event constituting a Severance Payment Event, then such specific terms and Affordable Care Act conditions shall prevail with respect to such Stock Award or compensation. In the event of any change to a Welfare Benefits Plan following a Severance Payment Event, Employee and his spouse, dependents and beneficiaries, as applicable, shall be treated consistently with the then-current officers of the Company (as amended from or its successor) with respect to the terms and conditions of coverage and other substantive provisions of the Welfare Benefits Plan. Employee and his spouse hereby agree to acquire and maintain any and all coverage for themselves and dependents that either or both of them are entitled to at any time under (i) a health plan offered by another employer or (ii) the Medicare program or any other medical coverage program of the United States or any agency thereof. Notwithstanding any provision of this Agreement to timethe contrary, in order to receive the severance benefits payable under Section 3 following a Severance Payment Event, the “ACA”Employee must first execute an appropriate release agreement (on a form provided by the Company) whereby the Employee agrees to release and waive, in return for such severance benefits, any federal or Section 105(h) state claims or causes of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), action that he has or applicable regulations or guidance issued under the ACA or Section 105(h), you and may have against the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, a Subsidiary including, without limitation and if determined limitation, for unlawful discrimination, harassment or retaliation; provided, however, such release agreement shall not release any claim or cause of action by or on behalf of the Employee for (a) any payment or benefit that may be due or payable under this Agreement or any Plan prior to the receipt thereof, (b) any willful failure by the Company to be consistent cooperate with applicable lawEmployee (i) in exercising his vested stock options or (ii) in the receipt of the proceeds from, by having or sale of, his shares of restricted stock in the Company, each in accordance with the terms of the respective Plan and stock option and restricted stock agreement, as applicable, (c) non-payment of salary or benefits to which he is entitled from the Company pay you an after-tax cash equivalent as of the Severance Payment Event, or (d) a breach of this Agreement or the Employment Agreement by the Company. Notwithstanding any provision hereof to the forfeited benefitcontrary, the severance benefits and post-termination restrictive covenants as provided in this Agreement shall not duplicate, or otherwise be in addition to, similar severance benefits or covenants provided under the Employment Agreement. This Agreement shall control and govern over the Employment Agreement in such respect but only upon the occurrence of a Severance Payment Event hereunder.

Severance Benefits. In consideration of your acceptance of MSTI will pay severance benefits to Donna as follows: (i) If this Agreement and it becoming effective, and subject Donna's employm▇▇▇ ▇ereunder are terminated by MSTI without Cause pursuant to your meeting in full your obligations hereunder, including your obligation to execute a post-employment general release of claims in the form attached hereto as Exhibit A (the “Release”Section 4(a), and in full consideration or by reason of any rights you may have under the Employment Agreement: (a) The Company Donna's Constructive Discharge pursuant to Section 4(c), MSTI will pay you your salaryDonna an amount equal to the sum of (A) her then appli▇▇▇▇▇ annual Base Salary, plus (B) the amount of the most recent performance bonus that MSTI awarded to Donna pursuant to Section 3(b) (collectively, the "Se▇▇▇▇▇ce Payment"). If the effective date of termination occurs before the last day of the then current term, the Severance Payment will also include the value of the contributions that would have been made to Donna or for her benefit under all applicable retire▇▇▇▇ and other employee benefit plans had she remained in MSTI's employ through the last day of the then current term. MSTI will also continue to provide Donna and her dependents, at your final base rate the expense of payMSTI, with ▇▇▇▇inuing coverage under all existing health and disability programs for a period of twelve one (121) year following the effective date of termination, provided that, to the extent Donna paid a portion of the premium for such benefit w▇▇▇▇ employed she shall continue to pay such portion during the period of continuation hereunder and provided further, that if such benefit is subject to the health care continuation rules of the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") then any period of continuation hereunder shall be credited against the continuation rights under COBRA and Donna will be required to complete all COBRA election an▇ ▇▇▇er forms. (ii) Notwithstanding Section 4(g)(i) and in lieu of any payments provided for thereunder, MSTI or its successor will pay Donna an amount equal to two (2) times the Severance Pay▇▇▇▇ if this Agreement and Donna's employment are terminated by Donna pursuant to Section 4(d) within one year after the ▇▇▇urrence of a Change of Control or by MSTI or its successor pursuant to Section 4(a) at any time after a Change of Control occurs. In this event, MSTI or its successor will also continue to provide Donna and her dependents, at the expense of MSTI or its ▇▇▇▇▇ssor, with continuing coverage under all existing health and disability programs for a period of two (2) years following the effective date of termination, provided that, to the extent Donna paid a portion of the premium for such benefit w▇▇▇▇ employed she shall continue to pay such portion during the period of continuation hereunder. If permitted by MSTI's then-existing group medical insurance policy or program, MSTI shall continue such coverage for six (6) months following and the Separation Date remaining eighteen (18) months shall be provided pursuant to and credited against the “Severance Payments”)health care continuation rights under COBRA and Donna will be required to complete all COBRA elect▇▇▇ and other forms. Severance Payments If MSTI is not permitted by MSTI's then-existing group medical insurance policy or program to continue such coverage after Donna's termination of employment, then the first eighteen (18) months of continued coverage shall be pursuant to and credited against the health care continuation rights under COBRA and MSTI shall pay Donna six (6) times the monthly amount of MSTI's share o▇ ▇▇▇ premium. (iii) All payments that become due to Donna under this Section 4(g) will be made in the form of salary continuation, and will begin twenty-fou▇ (▇▇) equal monthly installments commencing on the next regular Company payday after first day of the Separation Date provided the Release has month immediately succeeding Donna's termination of employment, unless MSTI elects to make those payments in one (1) lump sum. MSTI will be obligated to make all payments that become effective, and will continue due to be paid Donna under this Section 4(g) whether or not she obtain▇ ▇▇▇er employment following termination or takes steps to you at the Company’s regular payroll datesmitigate any damages that she claims to have sustained as a result of termination. The first payment will be retroactive payments and other benefits provided for in this Section 4(g) are intended to the day following the Separation Date. In addition, in the event supplement any compensation or other benefits that the Separation Date occurs on the Expected Separation Date, then, have accrued or vested with respect to your employment during 2018, Donna or for her account as of the Company shall pay you a one-time bonus equal to 50% effective date of your target bonus (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A)ter▇▇▇▇▇ion. (biv) If you timely elect to continue participation in the Company’s group health plan and/or dental plan MSTI and Donna intend that no portion of any payment under federal law known as COBRAthis ▇greement, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis payments to or for the full monthly premium cost benefit of that participation for the twelve (12) months following the Separation Date orDonna under any other agreement or plan, if earlier, until the date you become eligible to enroll be deemed ▇▇ ▇e an "Excess Parachute Payment" as defined in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the Company’s payment of the Health Continuation Payments would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) 280G of the Internal Revenue Code of 1986, as amended (“Section 105(h)”the "Code"), or applicable regulations its successors. It is agreed that the present value of any payments to or guidance issued under for the ACA benefit of Donna in the nature of compensation, as determined by ▇▇▇ legal counsel or certified public accountants for MSTI in accordance with Section 105(h280G(d)(4) of the Code, receipt of which is contingent on the Change of Control of MSTI, and to which Section 280G of the Code applies (in the aggregate "Total Payments"), you and shall not exceed an amount equal to one dollar ($1.00) less than the Company agree maximum amount which MSTI may pay without loss of deduction under Section 280G(a) of the Code. (v) MSTI may elect to work together defer any payments that may become due to Donna under this Section 4(g) if, at the time the pay▇▇▇▇▇ become due, MSTI is not in good faith, consistent with the requirements for compliance with any regulatory-mandated minimum capital requirements or exemption from Section 409A of if making the Internal Revenue Codepayments would cause MSTI's capital to fall below such minimum capital requirements. In this event, MSTI will resume making the payments as amended (“Section 409A”), to restructure soon as it can do so without violating such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefitminimum capital requirements.

Severance Benefits. In consideration of your acceptance of this Agreement and it becoming effective, and subject to your meeting in full your obligations hereunder, including your obligation to execute a post-employment general release of claims hereunder and the Continuing Obligations (as defined in the form attached hereto as Exhibit A (the “Release”Section 6(a) below), and in full consideration of any rights you may have under the Employment Agreement, but in all cases subject to this Agreement becoming effective in accordance with the terms hereof: (a) The Company will pay you your salarybase salary (which, at your final base rate as of paythe Separation Date, is $455,000) for a period of twelve (12) months following the Separation Date (such base salary payments, the “Severance Payments” and such twelve (12)-month period, the “Severance Period”). The Severance Payments will be made in the form of salary continuation, and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue to be paid to you at accordance with the Company’s regular payroll dates. The practices, with the first payment will (i) to be made on the Company’s next regular payday following the expiration of sixty (60) calendar days from the Separation Date, and (ii) to be retroactive to the day following the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% of your target bonus (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (b) If The Company will pay you an amount equal to $227,500, which represents one (1) times the Target Bonus (as defined in the Employment Agreement) (the “Bonus Severance”). The Bonus Severance will be payable in a lump sum payment on the Company’s next regular payday following the expiration of sixty (60) calendar days from the Separation Date. (c) Provided that you timely elect to continue participation your coverage and that of your eligible dependents in the Company’s group health plan and/or dental plan plans under the federal law known as “COBRA, ” or any successor similar state law (“COBRA”), the Company will pay or, at its option, reimburse you, on you a monthly basis for amount equal to one hundred percent (100%) of monthly COBRA premiums, together with the full monthly premium cost of that participation for the twelve two percent (122%) months following the Separation Date or, if earlieradministration fee, until the earliest of (i) the end of the Severance Period, (ii) the date you become and your eligible dependents cease to enroll in be eligible for such coverage under applicable law or plan terms, and (iii) the date that you obtain health (and/or, if applicable, dental and vision) plan of a new coverage from another employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, The Health Continuation Benefits will be made on a monthly basis in the event that 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 expiration of sixty (60) calendar days from the Separation Date, and (ii) to be retroactive to the day following the Separation Date. (d) With respect to any outstanding Company equity-based awards the vesting of which is based solely on continued employment or service with the Company (each such award, a “Time-Based Equity Award”), other than the award of restricted stock granted to you pursuant to the Restricted Stock Award Agreement between the Company and you dated April 1, 2022 (the “Office of the Health Continuation Payments CEO Award Agreement”), 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, with the remaining portion of each Time-Based Equity Award automatically terminating on the Separation Date. With respect to the shares of restricted stock granted to you pursuant to the Office of the CEO Award Agreement, notwithstanding the terms of such agreement, 34,294 of the 82,305 shares of restricted stock granted to you pursuant to such agreement will become vested as of the Separation Date, with the remaining portion of the shares of restricted stock subject to the Office of the CEO Award Agreement automatically terminating on the Separation Date. The Time-Based Equity Awards shall otherwise be governed by the terms and conditions of the Company’s Amended and Restated Equity Plan and the award agreements governing such awards (the “Equity Documents”). (e) With respect to the retention bonus payable under that certain letter agreement between the Company to any tax or penalty under and you dated June 2, 2021 (the Patient Protection and Affordable Care Act (as amended from time to time“Retention Bonus Letter”), the “ACA”remaining portion of such retention bonus (in the amount of $100,000) or shall become vested as of the Separation Date and payable to you in accordance with the terms and conditions set forth in the Retention Bonus Letter. (f) Notwithstanding anything to the contrary in the Restrictive Covenant Agreement (defined below), for purposes of the non-competition restriction set forth in Section 105(h8(b) of the Internal Revenue Code of 1986Restrictive Covenant Agreement, the Restricted Period (as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined by the Company to defined therein) shall be consistent with applicable law, by having the Company pay you an after-tax cash equivalent limited to the forfeited benefitone-year period following the Separation Date. For the avoidance of doubt, in no event shall you be entitled to the payments and benefits under this Section 3 if this Agreement does not become effective in accordance with its terms.

Severance Benefits. In consideration of your acceptance If Executive timely signs, dates, returns, and does not revoke (i) this Agreement in accordance with Section 12 of this Agreement and it becoming effectiveAgreement, and subject to your meeting in full your obligations hereunder, including your obligation to execute a post-employment general release of claims in (ii) the form Supplemental Release Agreement (attached hereto as Exhibit A (A); and so long as Executive is not in breach of his obligations under this Agreement, then the “Release”), and in full consideration of any rights you may have under the Employment Agreement: (a) The Company will pay you your salary, at your final base rate of pay, for a period of twelve (12) months provide Executive the following the Separation Date (the “Severance PaymentsBenefits”) in full satisfaction of any monetary or other obligations to which Executive could claim entitlement under the Offer Letter or the Company’s Executive Severance and Change of Control Policy (“Severance Policy”): a. A cash payment equal to six (6) times Executive’s monthly base salary in effect on the Resignation Date, paid in a lump sum within ten (10) business days following the Supplemental Release Effective Date (as defined in the Supplemental Release). Severance Payments ; b. A cash payment equal to a prorated (to the Resignation Date) portion of the amount that Executive would have received under the Company’s annual bonus plan, based on the Company’s actual performance as determined by the Compensation Committee of the Board in its discretion for the remaining executive officers of the Company following the completion of the 2016 annual performance period; provided that such payment will not exceed Executive’s prorated annual target bonus for 2016; provided further that such payment will be made in the form of salary continuation, and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive to the day following the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% of your target bonus (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not no later than March 15, 2019 2017; c. So long as Executive timely elects (or such earlier date so and remains eligible for) health benefits continuation pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as to qualify such amount as a short-term deferral within the meaning of Section 409A). (b) If you timely elect to continue participation in the Company’s group health plan and/or dental plan under federal law known as COBRA, or any successor law amended (“COBRA”), payment by the Company will pay or, at its option, reimburse you, of Executive’s applicable premiums (including spouse or family coverage if Executive had such coverage on a monthly basis the Resignation Date) for such continuation coverage under COBRA (payable as and when such payments become due) during the full monthly premium cost period commencing on the Resignation Date and ending on the earliest to occur of that participation for the twelve (12a) six (6) months following the Separation Date orResignation Date, and (b) the date on which the Executive and his or her covered dependents, if earlierany, until the date you become eligible for health insurance coverage through another employer, or becomes otherwise covered under another group health plan; d. Reasonable outplacement and career continuation services by a firm to enroll in be selected by the health Company for up to three (and/or3) months following the Resignation Date, if applicableExecutive elects to participate in such services; and e. Effective on the Supplemental Release Effective Date, dental and visionaccelerated vesting by six (6) plan months of a new employer (all outstanding Equity Awards held by Executive as of the “Health Continuation Payments” andResignation Date; provided that, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding in lieu of the foregoing, Equity Awards that do not vest monthly will be accelerated through six (6) months following the Resignation Date; provided further, that in the event case of Executive’s outstanding 2015 Market Stock Unit award, Executive will vest in the portion of the Market Stock Unit award with respect to the performance period ending on December 31, 2016, with the amount vested to be based on actual performance during such performance period, as determined by the Compensation Committee of the Board, and to be settled no later than March 15, 2017, and all remaining Market Stock Units that do not vest in accordance with this Agreement shall be forfeited and cancelled by the Company. All payments made to Executive or on Executive’s payment behalf under this Agreement will be subject to payroll withholding requirements as required by law. Such payments are in lieu of any other severance payments to which Executive might claim entitlement (and which the Company would dispute) under the Offer Letter and in lieu of any payments or benefits to which Executive might otherwise claim entitlement (and which the Company would dispute) under any benefit plan, compensation plan, deferred compensation plan, incentive plan or bonus plan of the Health Continuation Payments would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefitCompany, including, without limitation limitation, the Severance Policy, or under any other contractual right or agreement. Executive further agrees and if determined by acknowledges that, as of the Company date he executes this Agreement, he has been paid all compensation due and owing through such signature date, including any then-earned salary, bonuses, and any other incentive payments, as well any other monies to which he was entitled, other than accrued but unused PTO. By entering into the Supplemental Release, Executive will thereby extend this acknowledgement through the Supplemental Release Effective Date, which at that time will be consistent inclusive of payment of any accrued but unused PTO as of the Separation Date, assuming such amount is paid in accordance with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefitSection 1(b) above.

Severance Benefits. In consideration addition to the Accrued Benefits, the Executive shall be entitled to the following benefits. (A) a series of your acceptance semi-monthly severance payments for eighteen (18) months (the “Severance Period”), each in an amount equal to one-twenty fourth (1/24th) of this Agreement and it becoming effectivethe sum of (I) the Executive’s Base Compensation, as in effect on the date of termination, and (II) the Executive’s target annual cash bonus opportunity at the time of termination, in either case disregarding any reductions in Base Compensation or target bonus opportunity that provided the basis for the Executive’s resignation for “Good Reason”, to be paid in accordance with the Corporation’s normal payroll practices; (B) all of the Executive’s unvested compensatory stock awards, whether options, restricted stock or otherwise, shall become vested on a prorated basis, based on a fraction, the numerator of which is the number of days from the commencement of the vesting period to the date of the Executive’s termination of employment and the denominator of which is the total number of days in the vesting period, and the resulting number of vested shares of the Corporation’s common stock shall be rounded to the next higher whole share of the Corporation’s common stock and any outstanding stock options shall remain exercisable for six (6) months following the Executive’s termination of employment (or such longer period of time, if any, as may be set forth in the stock option agreement documenting such stock option); and (C) continued coverage under any group health plan maintained by the Corporation in which the Executive participated at the time of his termination for the period during which the Executive elects to receive continuation coverage under Section 4980B of the Code at an after-tax cost to the Executive comparable to the cost that the Executive would have incurred for the same coverage had he remained employed during such period. Such benefits shall be referred to as the “Severance Benefits”. Notwithstanding anything in the 2018 EIP, or any other plan, program or arrangement sponsored by the Corporation, the Severance Benefits are subject to your meeting in full your obligations hereunder, including your obligation to execute a post-employment waiver and general release of claims in favor of the Corporation, in a form attached hereto substantially the same as Exhibit A the Corporation’s standard form of release used in connection with the termination of employment of an employee of the Corporation, that is executed by the Executive and which becomes irrevocable within sixty (the “Release”), and in full consideration of any rights you may have under the Employment Agreement: (a60) The Company will pay you your salary, at your final base rate of pay, for a period of twelve (12) months days following the Separation Date date of such termination. All equity-based payments, settlements or other actions taken to carry out the terms of this Agreement under subsection (B) shall be completed no later than thirty (30) days following the “Severance Payments”)date on which the Executive’s release becomes effective. Severance Payments will be made The payments set forth in the form of salary continuation, and will begin subsection (A) shall commence on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive to the 60th day following the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% day of your target bonus (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A)termination. (b) If you timely elect to continue participation in the Company’s group health plan and/or dental plan under federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for the twelve (12) months following the Separation Date or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the Company’s payment of the Health Continuation Payments would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefit.

Severance Benefits. In consideration (a) If the Executive’s employment terminates by reason of your acceptance an Involuntary Termination or Constructive Termination (in either case, other than a Change of this Agreement and it becoming effectiveControl Termination), and subject (i) the Company will pay the Executive an amount equal to your meeting twelve (12) months of his or her base salary, at the rate in full your obligations hereunder, including your obligation to execute a post-employment general release effect as of claims in the form attached hereto as Exhibit A Termination Date (the “ReleaseSalary Payment”), and in full consideration (ii) if the termination occurs prior to the payment of any rights you may have under an annual cash incentive award from the Employment Agreement: (a) The prior completed year, the Company will pay you your salarythe Executive such unpaid award to the extent the Executive would have received such award should he or she have been employed on the date such awards are paid to the rest of the Company (the “Prior Year Bonus Payment”), at your final base rate (iii) the Company will pay the Executive a pro rata amount of paythe Executive’s annual cash incentive award target for the current year (pro-rated based on the percentage of the year worked prior to the termination) (the “Current Year Bonus Payment”), (iv) the Company will pay the Executive an additional amount equal to the Executive’s full annual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, the Prior Year Bonus Payment, if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to as the “Aggregate Bonus Payment”), (v) provided that the Executive timely elects continued medical coverage pursuant to Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended, the Company will permit the Executive to continue to participate in its group medical plan for a period of up to twelve (12) months following the Separation Date Termination Date, subject to earlier termination if the Executive becomes eligible to participate in a group medical plan of another employer other than the Company’s group medical plan, at the same rate that the Executive would be required to contribute toward such coverage if he or she were actively employed (the “Severance PaymentsCOBRA Coverage”). Severance Payments , and (vi) the Executive will be made eligible for outplacement assistance, consistent with industry standards for similarly situated executive officers in the form of salary continuationpharmaceutical industry, and will begin on as determined by the next regular Company payday after the Separation Date provided the Release has become effective, and will continue to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive to the day following the Separation Date. In addition, Compensation Committee in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% of your target bonus its discretion (the “Designated BonusOutplacement Assistance”), which shall be payable on collectively with the next regular Company payday after Salary Payment, the Separation Date provided Aggregate Bonus Payment, and the Release has become effectiveCOBRA Coverage, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A“Cash Severance Benefits”). (b) If you timely elect Any outstanding unvested stock options, restricted stock, restricted stock units or other equity awards granted by the Company and that are subject to vesting solely based on time (“Time-Based Company Equity Awards”) held by the Executive as of immediately prior to the time of the Involuntary Termination or Constructive Termination, as applicable, shall remain outstanding following the Termination Date until the expiration of the COC Equity Acceleration Period, as defined in Section 2(d)(ii) below (but shall not continue participation to vest in accordance with the terms of the applicable award agreement) and eligible to vest only in accordance with Section 2(b) below, with any such vesting to become effective on the date of the Change of Control. Any Time-Based Company Equity Awards that do not vest pursuant to Section 2(b) shall terminate with no consideration due to the Executive (it being understood that if the Company does not make a Public Announcement (as defined below) or enter into a Definitive Agreement (as defined below) during the COC Equity Acceleration Period, or if Ironwood announces that such Definitive Agreement has been terminated or that Ironwood’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned, all Time-Based Company Equity Awards that are eligible to vest in accordance with Section 2(b) below will automatically terminate on the later of (A) the date on which Ironwood announces that such Definitive Agreement has been terminated or that Ironwood’s efforts to consummate the Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned (if Ironwood makes a Public Announcement or enters into a Definitive Agreement during the COC Equity Acceleration Period) and (B) the expiration of the COC Equity Acceleration Period). Notwithstanding anything to the contrary in the Company’s group health plan and/or dental plan or award agreement under federal law known which the Company Equity Awards (as COBRAdefined below) were issued, any outstanding vested stock options held by the Executive as of the Termination Date may be exercised by the Executive until the date that is the earlier of (1) twenty-four (24) months after the Termination Date (or, in the event that a Public Announcement is made or any successor law a Definitive Agreement is entered into during such twenty-four (“COBRA”)24) month period, the Company will pay or, at its option, reimburse you, on a monthly basis for later of (i) the full monthly premium cost expiration of such twenty-four (24) month period or (ii) the first to occur of the date that participation for the twelve is three (123) months following the Separation Date or, if earlier, until Change of Control and thirty (30) days following the date you become eligible on which the Company announces that such Definitive Agreement has been terminated or that the Company’s efforts to enroll in consummate the health Change of Control contemplated by such Public Announcement or such Definitive Agreement have been abandoned) and (and/or, if applicable, dental and vision2) plan the originally prescribed term of a new employer such stock option (the “Health Continuation PaymentsEquity Severance Benefits” and, and together with the Cash Severance Payments and the Designated BonusBenefits, the “Severance Benefits”). Notwithstanding . (c) Subject to Section 8 below, the foregoing, Salary Payment and Aggregate Bonus Payment to which the Executive is entitled hereunder will be paid in a lump sum on the first regular payroll date of the Company following the thirty-fifth (35th) calendar day following the Termination Date (except in the event that of any group termination to which a forty-five (45)-day release of claims consideration period is required under applicable law, in which case such lump-sum payment will be made on the Company’s payment first regular payroll date of the Health Continuation Payments would subject Company following the Company sixtieth (60th) calendar day following the Termination Date). In no event will any Outplacement Assistance provided to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, Executive hereunder extend beyond the “ACA”) or Section 105(h) December 31 of the Internal Revenue Code of 1986second year following the calendar year in which the Termination Date occurs, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined any reimbursement by the Company to of Outplacement Assistance expenses paid by the Executive will be consistent with applicable law, by having paid no later than December 31 of the Company pay you an after-tax cash equivalent to third year following the forfeited benefitcalendar year in which the Termination Date occurs.

Severance Benefits. In consideration of your acceptance If Executive does not revoke this Agreement as provided for in Section 10 below and complies with all other terms and conditions of this Agreement, Cimpress shall pay or otherwise provide to Executive the following severance benefits at the times set forth below (or, if this Agreement and it becoming is not yet effective, and subject to your meeting in full your obligations hereunder, including your obligation to execute a post-employment general release of claims in as soon as practicable following the form attached hereto as Exhibit A (the “Release”), and in full consideration of any rights you may have under the Employment Agreement:Effective Date): (a) The Company will pay you your salary, at your final base rate of pay, for Cimpress shall make a period of twelve (12) months following the Separation Date (the “Severance Payments”). Severance Payments will be made severance payment to Executive in the form amount of salary continuation$650,000, and will begin on the next regular Company payday after the Separation Date provided the Release has become effectivewhich equals 12 months of Base Salary, and will continue to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive to the day within thirty (30) days following the Separation Date. In addition. (b) Cimpress shall pay one hundred percent (100%) of the COBRA premium incurred by Executive with respect to the continuation of his current health care coverage for the period commencing March 1, 2017 and ending February 28, 2018; provided, however, that Cimpress’ obligations under this subsection shall cease in the event that Executive obtains new employment and Executive becomes eligible to participate in his new employer’s group healthcare plan. If Executive obtains new employment before the Separation Date occurs on end of the Expected Separation DateSeverance Pay Period, then, with respect he shall promptly give written notice of such eligibility to your employment during 2018, the Company Cimpress contact person identified below the Cimpress signature block at the bottom of this Agreement (“Cimpress Contact Person”). (c) Cimpress shall pay you make a one-time bonus equal time, lump sum payment to 50% Executive in the amount of your target bonus $130,000, which is the amount scheduled to vest on or about July 1, 2017 under the Cash Retention Bonus awarded to Executive in 2016 under the Cimpress LTI program (the “Designated BonusCash Retention Bonus In Lieu Of Payment”), which shall be payable on in lieu of payment of an actual Cash Retention Bonus under the next regular Company payday after Cimpress LTI program. Cimpress shall pay the Separation Date provided Cash Retention Bonus In Lieu Of Payment to Executive at or before the Release has become effectivetime that a Cash Retention Bonus payout would have been made to Executive had he remained regularly employed by Cimpress through the end of Cimpress’ 2017 fiscal year, but not later than March 15, 2019 (or such earlier date so as which is currently expected to qualify such amount as a short-term deferral within the meaning of Section 409A)be July 2017. (bd) If you timely elect Cimpress shall accelerate the vesting of Cimpress restricted share units (“RSUs”) held by Executive that, under the terms of the respective RSU agreements, are scheduled to continue participation vest during the period commencing March 1, 2017 and ending February 28, 2018, so that such RSUs will be fully vested as of February 28, 2017; provided, however, that in no event will such RSUs be made available to the Executive before the Effective Date. Executive understands and acknowledges that the vesting of RSUs representing a total of 8,784 Cimpress shares is expected to be accelerated under this subsection. (e) Cimpress shall accelerate the vesting of all Cimpress premium-priced share options (“PPSOs”) held by Executive that, under the terms of the respective share option agreements, are scheduled to vest during the period commencing March 1, 2017 and ending February 28, 2018, so that such PPSOs will be fully vested as of February 28, 2017; provided, however, that in no event shall such accelerated PPSOs be made available to the Executive before the Effective Date. Executive understands and acknowledges that the vesting of PPSOs to purchase a total of 8,479 Cimpress shares is expected to be accelerated under this subsection. Further, and after giving effect to the accelerated vesting described in this subsection, Cimpress shall extend to December 31, 2017 (but no later than the original expiration date of such options) the deadline for exercising all vested and unexercised PPSOs and any other Cimpress nonqualified share options (collectively with PPSOs, “NSOs”) held by Executive at February 28, 2017. (f) Cimpress shall accelerate the service-based vesting of 25% of the Cimpress N.V. performance share units (“PSUs”) held by Executive (rounded to a whole share), so that such accelerated PSUs will be vested (from a service time standpoint only) as of February 28, 2017; provided, however, that in no event will such PSUs be made available to Executive before the Effective Date. For avoidance of doubt, no changes will be made to the performance conditions (as described in section 3 of the PSU agreement) applicable to such PSUs and such PSUs will settle only at the time, and subject to the conditions, set forth in the Company’s group health plan and/or dental plan under federal law known as COBRAPSU agreement. (g) Cimpress shall make a one-time, or any successor law lump sum payment to Executive in the amount of $54,167. Cimpress shall make such payment within thirty (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for the twelve (1230) months days following the Separation Date orDate. (h) Cimpress shall make a one-time, if earlier, until the date you become eligible lump sum payment to enroll Executive in the health amount of $50,000 to defray incidental and miscellaneous expenses that may be incurred by Executive in connection with his departure from Cimpress. Cimpress shall make such payment within thirty (and/or30) days following the Separation Date. (i) Cimpress shall arrange for Executive to receive, if applicableat Cimpress’ expense, dental outplacement services from an outplacement services firm selected and vision) plan of a new employer engaged by Cimpress (the “Health Continuation Payments” andOutplacement Services”). The Outplacement Services shall be provided during the period commencing within a reasonable time following Effective Date and ending upon the earlier of (i) Executive’s acceptance of new employment and (ii) February 28, together with 2018. No cash payments will be made to Executive in the Severance Payments event Executive elects not to utilize any or all of the outplacement services. The payments and benefits described in the Designated Bonus, subsections immediately above are referred to collectively as the “Severance Benefits.” The Severance Benefits will be paid or otherwise provided subject to all applicable tax withholdings. If Executive has executed this Agreement prior to the Separation Date, then as a further condition to Executive’s eligibility to receive the Severance Benefits, Executive shall execute and deliver to Cimpress (to the attention of the Cimpress contact person identified below the Cimpress signature block at the bottom of this Agreement (“Cimpress Contact Person”). Notwithstanding ), within the foregoingfive (5) business day period following his last day of employment, a release dated on or after the last day of his employment in the event that the Company’s payment form of the Health Continuation Payments would subject the Company to any tax or penalty under the Patient Protection Exhibit A hereto (which, for avoidance of doubt, shall supplement and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together is in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent addition to the forfeited benefitgeneral release set forth in Section 7 below).

Severance Benefits. In consideration the event the Company exercises its rights under this subparagraph, you will be entitled to payment of your acceptance the Accrued Amounts. In addition, subject to and in accordance with the terms and conditions of this the Agreement and it becoming effective, your timely execution and subject to your meeting in full your obligations hereunder, including your obligation to execute non-revocation of the Company’s standard separation agreement containing a post-employment general release of claims in a form acceptable to the form attached hereto as Exhibit A Company (the “Release”), and in full consideration of any rights you may have under the Employment Agreement: (a) The Company will pay provide you with the following: (A) continuation of your salary, at your final base rate Base Salary (as of pay, the NLR Date) for a the two (2)-year period of twelve (12) months immediately following the Separation NLR Date (the “Severance PaymentsNLR Period”). Severance Payments will be made in the form of salary continuation, and will begin ) payable on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive ; (B)(i) an amount equal to your Bonus Plan Target, pro-rated for the period of the Bonus Plan year corresponding to the day following NLR Date that you were actively employed (exclusive of the Separation Date. In additionGarden Leave) and calculated based on actual achievement of applicable performance criteria, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect and (ii) continued entitlement to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% payment of your target bonus Bonus Plan Target (calculated as of the “Designated Bonus”)NLR Date) for the NLR Period, which shall be payable on the next regular Company payday after applicable Bonus Payment Dates and subject to the Separation terms and conditions of the Bonus Plan (which, for the avoidance of doubt, equals a total payout of two times (2x) your Bonus Plan Target); (C) continued vesting during the NLR Period of any outstanding and unvested LTI Awards (except for any unvested tranches of the Founders Grant as provided in subparagraph 3(d)) granted prior to the NLR Date (provided that to the Release has become effectiveextent the terms of the LTI Plan or the award agreements governing the applicable LTI Awards provide more favorable vesting treatment at termination of employment, but not later than March 15, 2019 those terms will apply in lieu of this sub-clause); and (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (bD) If you timely elect to continue continued participation in the Company’s group health plan benefits plans and programs as provided under paragraph 4(a) for you and your eligible dependents enrolled as of the NLR Date, at a similar cost to you as active employees and subject to the terms and conditions of such plans and programs and applicable law. In the event your continued participation in the Company’s medical, dental, and/or dental plan under federal law known as COBRAvision plans is barred or otherwise results in adverse tax consequences for the Company, or any successor law (“COBRA”), then the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for the twelve (12) months following the Separation Date or, if earlier, until the date you become eligible arrange to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the Company’s payment of the Health Continuation Payments would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), provide you and the Company agree your eligible dependents with substantially similar coverage to work together that which such persons would have otherwise been entitled to receive under such benefit programs from which such continued participation is barred, which may include a cash payment in good faithlieu thereof. In addition, consistent with the requirements for compliance with or exemption from Section 409A any unvested restricted stock units of the Internal Revenue Code, as amended (“Section 409A”), Comcast Corporate that were converted to restructure such benefit, including, without limitation and if determined by the Company Versant LTI will be permitted to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent continue to the forfeited benefitvest until fully vested.

Severance Benefits. In consideration of your acceptance of this Agreement and it becoming effectiveProvided Employee is in compliance with ------------------ Paragraph 4(b)(viii) hereof, and subject Company will pay or provide the following severance benefits to your meeting Employee in full your obligations hereunder, including your obligation to execute a post-employment general release of claims in the form attached hereto as Exhibit A (the “Release”), and in full consideration lieu of any rights you may have separation payments otherwise provided upon termination of employment under the Employment Agreementany other severance pay or similar plan or policy of Company: (ai) The Company will pay you your salaryTwelve (12) consecutive monthly payments each equal to one-twelfth (1/12th) of Employee's annual basic compensation in effect immediately prior to Employee's termination; (ii) Twelve (12) consecutive monthly payments each equal to one-twelfth (1/12th) of the higher of (A) Employee's discretionary bonus for the previous calendar year, at your final base rate or (B) the average of payEmployee's discretionary bonus for the previous three (3) calendar years (or such fewer calendar years as Employee has been employed), for a period in each case prorated to the date of Employee's termination; (iii) For the twelve (12) months month period following the Separation Date date of termination of Employee's employment, Company will maintain in full force and effect for the continued benefit of Employee each employee benefit plan in which Employee was a participant immediately prior to the date of Employee's termination, unless an essentially equivalent and no less favorable benefit is provided by a subsequent employer at no additional cost to Employee. If the terms of any employee benefit plan of Company do not permit continued participation by Employee, then Company will arrange to provide to Employee (at Company's cost) a benefit substantially similar to and no less favorable than the “Severance Payments”benefit Employee was entitled to receive under such plan at the end of the period of coverage. (This provision specifically is not applicable to Employee's car phone, parking and club dues, which benefits end upon Employee's date of termination of employment.) (iv) For the twelve (12) month period following the date of termination of Employee's employment, Company will treat Employee for all purposes as an Employee under all of Company's retirement plans in which Employee was a participant on the date of termination of Employee's employment or under which Employee would become eligible during such twelve (12) month period (hereinafter referred to collectively as the "Plan"). Severance Payments will Benefits due to Employee under the Plan shall be made in the form of salary continuation, and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue computed as if Employee had continued to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive to the day following the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018, the an Employee of Company shall pay you a one-time bonus equal to 50% of your target bonus (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (b) If you timely elect to continue participation in the Company’s group health plan and/or dental plan under federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for the twelve (12) months month period following termination of employment. If under the Separation Date or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the Company’s payment terms of the Health Continuation Payments would subject Plan such continued coverage is not permitted, Company will pay to Employee or Employee's estate a supplemental benefit in an amount which, when added to the Company benefits that Employee is entitled to any tax or penalty receive under the Patient Protection and Affordable Care Act Plan, shall equal the amount that Employee would have received under the Plan had Employee remained an employee of Company during such twelve (as amended from time to time, the “ACA”12) or Section 105(hmonth period. (v) of the If any excise tax imposed under Internal Revenue Code of 1986Section 4999 or any successor provision, as amended (“Section 105(h)”after the date hereof, is due and owing by Employee as a result of any amount paid or payable pursuant to this Paragraph 4(c), Company shall indemnify and hold Employee harmless against all such excise taxes and any interest, penalties or applicable regulations costs with respect thereto. (vi) Company will be obligated to make all payments that become due to Employee under this Paragraph 4(c) whether or guidance issued not he obtains other employment following termination. The payments and other benefits provided for in this Paragraph 4(c) are intended to supplement any compensation or other benefits that have accrued or vested with respect to Employee or his account as of the effective date of termination. (vii) Company may elect to defer any payments that may become due to Employee under this Paragraph 4(c) if, at the ACA time the payments become due, Company, CBB or Section 105(h), you and the Company agree to work together any of Company's other subsidiaries is not in good faith, consistent with the requirements for compliance with any regulatory-mandated minimum capital requirements or exemption from Section 409A if making the payments would cause Company's, CBB's or any of Company's other subsidiaries' capital to fall below such minimum capital requirements. In this event, Company will resume making the Internal Revenue Code, payments as amended (“Section 409A”), to restructure soon as it can do so without violating such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefitminimum capital requirements.

Severance Benefits. In If Employee terminates with Good Reason or is terminated by Choice for any reason other than Cause, Change in Control Termination, Disability or death and Employee executes the Release Agreement within twenty-one (21) days of the Termination Date (or forty-five (45) days if such longer review period is required by the ADEA) and has not revoked the Release Agreement as permitted therein, Choice shall provide to Employee, in consideration of your acceptance of Employee’s promises and covenants contained in this Agreement and it becoming effectivethe Release Agreement, and subject to your meeting in full your obligations hereunder, including your obligation to execute a post-employment general release of claims in the form attached hereto as Exhibit A (the “Release”), and in full consideration of any rights you may have under the Employment AgreementSeverance Benefit equal to: (a) The Company will pay you your salaryDuring the Severance Benefit Period, at your final a bi-weekly payment equal to Employee’s bi-weekly base salary rate of payon the Termination Date, for a period of twelve less standard deductions, payable in installments in accordance with Choice’s normal payroll practices (12) months following the Separation Date (the “Severance PaymentsDiscretionary Pay”). Severance Payments will be made in the form of salary continuation, and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive to the day following the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% of your target bonus (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A).; (b) If you timely elect the Termination Date occurs after June 30 in a given year, then Employee shall be eligible for full payout of the bonus for that fiscal year based on the actual attainment level for the company objectives and at a deemed 100% achievement of the individual Management Bonus Objectives. The bonus will be paid out, if at all, at such time as the other corporate officers receive their bonus. (c) Stock option, stock awards, and performance-based stock unit awards granted under Choice’s Long-Term Incentive Plan on or after the date of this Agreement shall continue to vest pursuant to their applicable terms during the Severance Benefit Period and vested stock options shall be exercisable during the Severance Benefit Period. At the end of the Severance Benefit Period, vesting shall cease and Employee shall have 90 days thereafter to exercise all stock options that are vested at the end of the Severance Benefit Period. (d) During the Severance Benefit Period, Choice will provide Employee at its expense with its standard outplacement services for executive level employees. Upon obtaining other employment, Employee will be ineligible to continue participation in receiving these outplacement services at Choice’s expense. (e) During the CompanySeverance Benefit Period, (i) Employee may continue deductions for medical, dental, and pre-tax spending accounts while receiving Discretionary Pay, and Employee consents to the customary deductions for such benefits from Discretionary Pay, and (ii) Choice will continue to pay employer contributions to Employee’s medical and dental insurance, but not pre-tax spending accounts, while Employee is receiving Discretionary Pay. Choice will stop optional deductions for items such as retirement plans and life insurance with Employee’s last paycheck for regular hours worked through the Termination Date. After the Severance Benefit Period, Employee will be eligible to continue group health plan and/or and dental plan under benefits at Employee’s own expense in accordance with and to the extent required by the federal law known as COBRA, or any successor law COBRA law. The Release Agreement must be irrevocably effective within sixty (“COBRA”60) days following the Termination Date. Subject to the six month delay referenced in Section 9(f), the Company will pay or, at its option, reimburse you, payments shall begin or be made on a monthly basis for the full monthly premium cost of that participation for the twelve (12) months sixtieth day following the Separation Date or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the Company’s payment of the Health Continuation Payments would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefitTermination Date.

Severance Benefits. In consideration of your acceptance of this Agreement and it becoming effectiveProvided Employee is in compliance with Paragraph ------------------ 4(B)(viii) hereof, and subject Company will pay or provide the following severance benefits to your meeting Employee in full your obligations hereunder, including your obligation to execute a post-employment general release of claims in the form attached hereto as Exhibit A (the “Release”), and in full consideration lieu of any rights you may have separation payments otherwise provided upon termination of employment under the Employment Agreementany other severance pay or similar plan or policy of Company: (ai) The Company will pay you your salaryTwelve (12) consecutive monthly payments each equal to one- twelfth (1/12th) of Employee's annual basic compensation in effect immediately prior to Employee's termination; (ii) Twelve (12) consecutive monthly payments each equal to one- twelfth (1/12th) of the higher of (A) Employee's discretionary bonus for the previous calendar year, at your final base rate or (B) the average of payEmployee's discretionary bonus for the previous three (3) calendar years (or such fewer calendar years as Employee has been employed), for a period in each case prorated to the date of Employee's termination; (iii) For the twelve (12) months month period following the Separation Date date of termination of Employee Is employment, Company will maintain in full force and effect for the continued benefit of Employee each employee benefit plan in which Employee was a participant immediately prior to the date of Employee's termination, unless an essentially equivalent and no less favorable benefit is provided by a subsequent employer at no additional cost to Employee. If the terms of any employee benefit plan of Company do not permit continued participation by Employee, then Company will arrange to provide to Employee (at Company' s cost) a benefit substantially similar to and no less favorable than the “Severance Payments”benefit Employee was entitled to receive under such plan at the end of the period of coverage. (This provision specifically is not applicable to Employee's automobile and club dues, which benefits end upon Employee's date of termination of employment.) (iv) For the twelve (12) month period following the date of termination of Employee's employment, Company will treat Employee for all purposes as an Employee under all of Company's retirement plans in which Employee was a participant on the date of termination of Employee's employment or under which Employee would become eligible during such twelve (12) month period (hereinafter referred to collectively as the "Plan"). Severance Payments will Benefits due to Employee under the Plan shall be made in the form of salary continuation, and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue computed as if Employee had continued to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive to the day following the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018, the an Employee of Company shall pay you a one-time bonus equal to 50% of your target bonus (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (b) If you timely elect to continue participation in the Company’s group health plan and/or dental plan under federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for the twelve (12) months month period following termination of employment. If under the Separation Date or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the Company’s payment terms of the Health Continuation Payments would subject Plan such continued coverage is not permitted, Company will pay to Employee or Employee Is estate a supplemental benefit in an amount which, when added to the Company benefits that Employee is entitled to any tax or penalty receive under the Patient Protection and Affordable Care Act Plan, shall equal the amount that Employee would have received under the Plan had Employee remained an employee of Company during such twelve (as amended from time to time, the “ACA”12) or Section 105(hmonth period. (v) of the If any excise tax imposed under Internal Revenue Code of 1986Section 4999 or any successor provision, as amended after the date hereof, is due and owing by Employee as a result of any amount paid or payable pursuant to this Paragraph 4 (“Section 105(h)”c), Company shall indemnify and hold Employee harmless against all such excise taxes and any interest, penalties or applicable regulations costs with respect thereto. (vi) Company will be obligated to make all payments that become due to Employee under this Paragraph 4(c) whether or guidance issued not he obtains other employment following termination. The payments and other benefits provided for in this Paragraph 4(c) are intended to supplement any compensation or other benefits that have accrued or vested with respect to Employee or his account as of the effective date of termination. (vii) Company may elect to defer any payments that may become due to Employee under this Paragraph 4(c) if, at the ACA time the payments become due, Company, Bank or Section 105(h), you and the Company agree to work together any of Company's other subsidiaries is not in good faith, consistent with the requirements for compliance with any regulatory-mandated minimum capital requirements or exemption from Section 409A if making the payments would cause Company's, Bank's or any of Company's other subsidiaries, capital to fall below such minimum capital requirements. In this event, Company will resume making the Internal Revenue Code, payments as amended (“Section 409A”), to restructure soon as it can do so without violating such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefitminimum capital requirements.

Severance Benefits. In consideration If there is a Change of your acceptance Control Termination, then the Executive shall receive the following severance benefits. The severance benefits set forth below shall be in addition to any amounts owed to Executive as earned but unpaid wages through the Date of this Agreement Termination and it becoming effective, and subject to your meeting in full your obligations hereunder, including your obligation to execute a post-employment general release accrued but unused vacation through the Date of claims in the form attached hereto as Exhibit A (the “Release”), and in full consideration of any rights you may have under the Employment AgreementTermination: (a) The In lieu of any further severance payments to the Executive except as expressly contemplated hereunder, payment in cash as severance pay to the Executive an amount equal to the sum of (i) [____ (___)] times the Executive's annual base salary plus (ii) [___]% of the Executive's annual target bonus in effect for the calendar year in which the Change of Control Termination occurs. For purposes of this Agreement, base salary shall be defined as the greater of (i) the Executive's base salary at the time of the Change of Control or (ii) the Executive's base salary at the time of the Change of Control Termination. Such cash payments shall be payable in a single sum, within ten (10) business days following the Executive's Separation from Service. (b) Any stock options or other stock awards (which term includes without limitation stock appreciation rights, restricted stock, performance shares, and restricted stock units, whether payable in cash or stock for purposes of this Agreement) granted to the Executive by the Company will pay you your salarythat are outstanding immediately prior to but have not vested as of the date of the Change of Control Termination shall become 100% vested as of the date of the Change of Control Termination and any option or similar award may be exercised by the Executive for one (1) year (notwithstanding any term of the option providing for exercise within a shorter period after termination) following the Date of Termination (subject to the maximum term of the option (generally ten years from the date of grant of the option) and further subject to any right that the Company may have to terminate the option in connection with the Change of Control). Notwithstanding the foregoing, at your final base rate this subsection (b) shall not apply to the performance stock units awarded to Executive on August 5, 2008; vesting of paysuch performance stock units shall be governed by the award agreement applicable to such performance stock units. (c) For a period of twenty-four (24) months following the Executive's Date of Termination, the continuation of the same or equivalent life, health, disability, vision, hospitalization, dental and other insurance coverage (including equivalent coverage for the Executive's spouse and dependent children) as the Executive was receiving immediately prior to the Change of Control. (d) For a period of twelve (12) months following Executive's Date of Termination, the Separation Date (the “Severance Payments”). Severance Payments will be made in the form of salary continuationCompany shall, and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive 's expense, provide for executive-level outplacement services to the day following the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% of your target bonus (the “Designated Bonus”)Executive, which shall be payable on include at least include the next regular Company payday after the Separation Date provided the Release has become effectivefollowing services: (i) resume assistance, but not later than March 15(ii) career evaluation and assessment (iii) individual career counseling, 2019 (iv) financial counseling, (v) access to one or such earlier date so as to qualify such amount as a shortmore on-term deferral within the meaning of Section 409A). line employment databases (b) If you timely elect to continue participation in the Company’s group health plan and/or dental plan under federal law known as COBRA, or any successor law (“COBRA”with research assistance provided), the Company will pay or(vi) private office with telephone, at its optioncomputer and e-mail account set-up and (vii) administrative support provided Monday through Friday, reimburse you, on a monthly basis except for the full monthly premium cost of that participation for the twelve (12) months following the Separation Date or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the Company’s payment of the Health Continuation Payments would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefitscheduled holidays.

Severance Benefits. In consideration of your acceptance of this Agreement and it becoming effectiveProvided Employee is in compliance with ------------------ Paragraph 4(b)(viii) hereof, and subject Company will pay or provide the following severance benefits to your meeting Employee in full your obligations hereunder, including your obligation to execute a post-employment general release of claims in the form attached hereto as Exhibit A (the “Release”), and in full consideration lieu of any rights you may have separation payments otherwise provided upon termination of employment under the Employment Agreementany other severance pay or similar plan or policy of Company: (i) Twelve (12) consecutive monthly payments each equal to one-twelfth (1/12th) of Employee's annual basic compensation in effect immediately prior to Employee's termination; (ii) Twelve (12) consecutive monthly payments each equal to one- twelfth (1/12th) of the higher of (a) The Company will pay you your salaryEmployee's discretionary bonus for the previous calendar year, at your final base rate or (b) the average of payEmployee's discretionary bonus for the previous three (3) calendar years (or such fewer calendar years as Employee has been employed), for a period in each case prorated to the date of Employee termination. (iii) For the twelve (12) months month period following the Separation Date date of termination of Employee' s employment, Company will maintain in full force and effect for the continued benefit of Employee each employee benefit plan in which Employee was a participant immediately prior to the date of Employee's termination, unless an essentially equivalent and no less favorable benefit is provided by a subsequent employer at no additional cost to Employee. If the terms of any employee benefit plan of Company do not permit continued participation by Employee, then Company will arrange to provide to Employee (at Company' s cost) a benefit substantially similar to and no less favorable than the “Severance Payments”benefit Employee was entitled to receive under such plan at the end of the period of coverage. (This provision specifically is not applicable to any car, car phone, parking and club dues, which benefits, if any, end upon Employee's date of termination of employment.) (iv) For the twelve (12) month period following the date of termination of Employee's employment, Company will treat Employee for all purposes as an Employee under all of Company's retirement plans in which Employee was a participant on the date of termination of Employee's employment or under which Employee would become eligible during such twelve (12) month period (hereinafter referred to collectively as the "Plan"). Severance Payments will Benefits due to Employee under the Plan shall be made in the form of salary continuation, and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue computed as if Employee had continued to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive to the day following the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018, the an Employee of Company shall pay you a one-time bonus equal to 50% of your target bonus (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (b) If you timely elect to continue participation in the Company’s group health plan and/or dental plan under federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for the twelve (12) months month period following termination of employment. If under the Separation Date or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the Company’s payment terms of the Health Continuation Payments would subject Plan such continued coverage is not permitted, Company will pay to Employee or Employee's estate a supplemental benefit in an amount which, when added to the Company benefits that Employee is entitled to any tax or penalty receive under the Patient Protection and Affordable Care Act Plan, shall equal the amount that Employee would have received under the Plan had Employee remained an employee of Company during such twelve (as amended from time to time, the “ACA”12) or Section 105(hmonth period. (v) of the If any excise tax imposed under Internal Revenue Code of 1986Section 4999 or any successor provision, as amended after the date hereof, is due and owing by Employee as a result of any amount paid or payable pursuant to this Paragraph 4 (“Section 105(h)”c), Company shall indemnify and hold Employee harmless against all such excise taxes and any interest, penalties or applicable regulations costs with respect thereto. (vi) Company will be obligated to make all payments that become due to Employee under this Paragraph 4 (c) whether or guidance issued not Employee obtains other employment following termination. The payments and other benefits provided for in this Paragraph 4 (c) are intended to supplement any compensation or other benefits that have accrued or vested with respect to Employee or Employee's account as of the effective date of termination. (vii) Company may elect to defer any payments that may become due to Employee under this Paragraph 4(c) if, at the ACA time the payments become due, Company, CBB or Section 105(h), you and the Company agree to work together any of Company's other subsidiaries is not in good faith, consistent with the requirements for compliance with any regulatory-mandated minimum capital requirements or exemption from Section 409A if making the payments would cause Company's, CBB's or any of Company's other subsidiaries' capital to fall below such minimum capital requirements. In this event, Company will resume making the Internal Revenue Code, payments as amended (“Section 409A”), to restructure soon as it can do so without violating such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefitminimum capital requirements.

Severance Benefits. In consideration If you choose to sign and return this Agreement within the required time period, you do not revoke your acceptance within 7 days after you execute it and you abide by the other terms of this Agreement, the Company agrees to pay and provide you the following: ​ (i) the amount of $525,000, which is equal to (12) months of your acceptance of this Agreement and it becoming effective, and subject to your meeting in full your obligations hereunder, including your obligation to execute a post-employment general release of claims Base Salary (as defined in the form attached hereto Employment Agreement (as Exhibit A defined below)) in effect immediately prior to the Separation Date, which shall be payable in a single lump sum on the first regular payroll date after the Effective Date (the “Release”defined below), and in full consideration of any rights you may have under the Employment Agreement:; (aii) The if you timely elect COBRA coverage, the Company will pay you your salary, at your final base rate of pay, COBRA premiums for COBRA coverage for a period of twelve (12) months following the Separation Date (the “Severance PaymentsPeriod”). Severance Payments ; (iii) all of your outstanding, unvested Company equity awards, as set forth on Exhibit A, will be made in the form of salary continuation, and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive vest to the day following the Separation Date. In addition, in the event extent that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% of your target bonus (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (b) If you timely elect to continue participation in the Company’s group health plan and/or dental plan under federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for awards would have vested over the twelve (12) months month period following the Separation Date orhad you remained continuously employed by the Company during such period; (iv) notwithstanding the terms of any grant agreements with respect to equity awards set forth on Exhibit A that are stock options, if earlier, until you shall have up to one hundred and eighty days (180) after the date you become eligible Separation Date to enroll in exercise such options (to the health extent ​ ​ ​ ​ vested or are considered vested pursuant to the foregoing clause (and/or, if applicable, dental and visioniii) plan of a new employer this section 2); and (the “Health Continuation Payments” and, together with v) during the Severance Payments and the Designated BonusPeriod, the “Severance Benefits”). Notwithstanding Company will continue to pay the foregoing, in the event amount of any life insurance and long-term disability insurance premiums that the Company’s payment of Company was paying on your behalf prior to the Health Continuation Payments would subject the Company Separation Date. ​ You acknowledge that you are not otherwise entitled to these severance benefits or any tax other separation pay or penalty benefits under the Patient Protection Amended and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended Restated Employment Agreement (“Section 105(h)Employment Agreement”), or applicable regulations or guidance issued under the ACA or Section 105(h)dated as of September 20, 2022, between you and the Company or under any severance policy, plan, program, agreement or otherwise and that the Company would not agree to work together in good faith, consistent provide you with the requirements foregoing severance benefits without your general release of claims and other promises in this Agreement. You also agree that the foregoing severance benefits constitute good and valuable consideration for compliance with or exemption from Section 409A your general release of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation claims and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefit.other promises in this Agreement. ​

Severance Benefits. In consideration of If your acceptance of this Agreement and it becoming effectiveemployment with the Employer is terminated by the Employer without Cause or you resign for Good Reason, and subject you will also become eligible to your meeting in full your obligations hereunder, including your obligation receive (i) an aggregate amount equal to execute a post-employment general release of claims in the form attached hereto as Exhibit A (the “Release”), and in full consideration of any rights you may have under the Employment Agreement: (a) The Company will pay you your salary, at your final base rate of pay, for a period of twelve (12) months of your Base Salary (collectively “Severance Pay”), to be paid in equal installments in accordance with the Employer’s regular payroll cycle and commencing on the first payroll date following the Separation Date 60th day following your date of termination, and (ii) if you or any of your eligible dependents elect continued coverage under the medical plan or plans (including any dental, vision, prescription drug, or similar plan) offered to employees of the 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 PaymentsCOBRA Period”). Severance Payments will be made in ) for the form comparable level of salary continuation, coverage as you and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive to the day following the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% eligible dependents were receiving as of your target bonus termination date (the collectively, “Designated BonusCOBRA Benefits”), which in each case subject to Required Withholding and to Sections 4.2, 4.4, 12 and 13. To the extent applicable and to the extent permitted by law, any COBRA Benefits provided to you and/or your dependents shall be payable on the next regular Company payday after the Separation Date provided the Release has become effectiveconsidered part of, but and not later than March 15in addition to, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (b) If you timely elect to continue participation in the Company’s group health plan and/or dental plan any coverage required under federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for the twelve (12) months following the Separation Date or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, if the Employer’s obligation to provide COBRA Benefits would result in the event that imposition of excise taxes on the Company’s payment Employer or its Affiliates for failure to comply with the nondiscrimination requirements of the Health Continuation Payments would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (of 2010, as amended from time to timeamended, and the “ACA”) or Section 105(h) Health Care and Education Reconciliation Act of the Internal Revenue Code of 19862010, as amended (“Section 105(h)”to the extent applicable), or applicable regulations or guidance issued under the ACA or Section 105(h)Employer shall discontinue the COBRA Benefits, shall instead pay to you a payment equal to the employer portion of premium costs of health benefits provided to you and your dependents for the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A remainder of the Internal Revenue Code, as amended (“Section 409A”), Severance COBRA Period. Severance Pay does not entitle you to restructure such benefit, including, without limitation any other ongoing benefits from the Employer and if determined by you will not be an employee of the Company to be consistent with applicable law, by having the Company pay Employer for any purpose during any period that you an after-tax cash equivalent to the forfeited benefitare receiving Severance Pay.

Severance Benefits. In consideration of your acceptance of If the Employee (i) enters into, does not revoke and complies with this Agreement and it becoming effective, (ii) does not resign and subject is not terminated by the Company for Cause prior to your meeting in full your obligations hereunder, including your obligation to execute a post-employment general release the Anticipated Date of claims in the form attached hereto as Exhibit A Termination (collectively the “ReleaseConditions”), and in full consideration of any rights you may have under the Employment Agreement:): (a) The the Company shall pay the Employee an amount equal to the sum of (A) nine (9) months of the Employee’s Base Salary plus (B) a portion of $202,400 to be prorated based on the number of days the Employee is employed by the Company in 2025 (collectively, the “Severance Amount”), with the Severance Amount to be paid in substantially equal installments in accordance with the Company’s payroll practice over nine (9) months commencing on the first practicable payroll date following the later of the (i) Date of Termination and (ii) the Effective Date of this Agreement; (b) if, as of the Date of Termination, the Employee has not received his Prior Year Bonus (for calendar year 2024), then the Company will pay you your salarythe Employee the bonus amount that the Employee otherwise would have earned if he remained employed as of the date of payment with the date of payment to be no later than March 15, at your final base rate 2025. The amount of paythe Prior Year Bonus will be based solely on the Company performance rating, which will be the same rating as the rating applied to Company’s Chief Executive Officer and his direct reports; and (c) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall, for a the period of twelve nine (129) months following the Separation Date of Termination or the Employee’s COBRA health continuation period, whichever is shorter, pay the cost of the monthly employer contribution (either by direct payment to the “Severance Payments”group health plan provider or the COBRA provider or by reimbursing the Employee for such cost) that the Company would have made to provide health insurance to the Employee if the Employee had remained employed by the Company; provided, however, if the Company determines that it cannot pay such amounts to the group health plan provider 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 the Employee for the time period specified above. Severance Payments will Such payments shall be made in the form of salary continuation, subject to tax-related deductions and will begin withholdings and paid on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue to be paid to you at the Company’s regular payroll dates. The first Each payment will be retroactive pursuant to the day following the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect this Agreement is intended to your employment during 2018, the Company shall pay you constitute a one-time bonus equal to 50% separate payment for purposes of your target bonus (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Treasury Regulation Section 409A1.409A-2(b)(2). (b) If you timely elect to continue participation in the Company’s group health plan and/or dental plan under federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for the twelve (12) months following the Separation Date or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the Company’s payment of the Health Continuation Payments would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefit.

Severance Benefits. In consideration of your acceptance of this Agreement and it becoming effectiveaddition, if a Change in Control Severance Payment Event (as defined below) occurs, then the Company shall pay to Employee the Accrued Payments, and subject to your meeting in full your obligations hereundercontingent upon Employee satisfying the Severance Conditions, including your obligation to execute a post-employment general release of claims in the form attached hereto as Exhibit A Company shall also provide Employee the following payments and other benefits (the “ReleaseChange in Control Severance Package”), and in full consideration of any rights you may have under the Employment Agreement:): (ai) Payment of an amount equal to 2.5 times the sum of (i) Employee’s annual rate of Base Salary as of the Termination Date or as of the date of the Change in Control, whichever is greater, plus (ii) Employee’s Target STI Payment, calculated based on Employee’s Base Salary as of the Termination Date or, if greater, as of the date of the Change in Control, payable to Employee on the 30th day following the Termination Date in a lump sum payment; plus (ii) Payment of a Pro-Rata Bonus for the calendar year of termination, payable as soon as administratively feasible following preparation of the Company’s audited financial statements for the applicable calendar year, but in no event later than March 31 (or earlier than January 1) of the calendar year following the calendar year to which such STI Payment relates; and (iii) The Company will shall pay you your salary, at your final base rate of pay, or reimburse on a monthly basis the premiums required to continue Employee’s group health care coverage for a period of twelve eighteen (1218) months following Employee’s Termination Date, under the Separation Date (applicable provisions of COBRA, provided that Employee or his dependents, as applicable, elect to continue and remain eligible for these benefits under COBRA. If necessary to avoid inclusion in taxable income by Employee of the “Severance Payments”). Severance Payments will value of in-kind benefits, such health care continuation premiums shall be made provided in the form of salary continuationtaxable payments to Employee, which payments shall be made without regard to whether Employee elects to continue and remain eligible for such benefits under COBRA, and will begin on in which event Company shall pay to Employee, with each monthly reimbursement, an additional amount of cash equal to A/(1-R)-A, where A is the next regular Company payday after amount of the Separation Date provided reimbursement for the Release has become effectivemonth, and will continue R is the sum of the maximum federal individual income tax rate then applicable to ordinary income and the maximum individual Colorado income tax rate then applicable to ordinary income; (iv) Provided, however, that the sum of (i) and (ii) above shall be paid reduced, but not below zero, by the sum of any actually benefits provided to you at Employee pursuant to Section 5(a)(i), (ii), or (iii) and any payments otherwise required pursuant to Section 5(a)(i), (ii), and (iii) shall not be made. Nothing in this Section 6 shall relieve the Company’s regular payroll dates. The first payment will be retroactive Company or any successor-in-interest thereof of its obligation to continue, following any Change in Control, to provide Employee with the day following the Separation Date. In addition, compensation due pursuant to Section 3 of this Agreement or to otherwise comply with its obligations hereunder in the event that the Separation Date occurs on the Expected Separation Date, then, with respect Employee’s service continues pursuant to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% of your target bonus (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (b) If you timely elect to continue participation in the Company’s group health plan and/or dental plan under federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for the twelve (12) months this Agreement following the Separation Date or, if earlier, until the date you become eligible to enroll occurrence of such Change in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the Company’s payment of the Health Continuation Payments would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefitControl.

Severance Benefits. In consideration If, at any time, the Company terminates Executive’s employment without Cause (other than as a result of your acceptance of this Agreement Executive’s death or disability) or Executive resigns for Good Reason, provided such termination or resignation constitutes a Separation from Service, then subject to Sections 12 and it becoming effective13 below, Executive’s continued compliance with Section 14 below, and subject Executive’s resignation from the Board, to your meeting in full your obligations hereunder, including your obligation to execute a post-employment general release of claims in be effective no later than Executive’s Separation from Service date (or such earlier date as requested by the form attached hereto as Exhibit A (the “Release”Board), and in full consideration of any rights you may have under the Employment AgreementCompany shall provide Executive with the following severance benefits: (a) The Company will shall pay you your Executive, as severance, the amount equal to one and one-half (1.5) years of Executive’s then current base salary, less all applicable withholdings and deductions, paid in a lump sum on the sixtieth (60th) day following Executive’s Separation from Service date (the “Severance”); (b) The Company shall pay Executive the amount equal to Executive’s target bonus for the year in which Executive’s termination is effective, prorated for the amount of time during that year that Executive was employed by the Company, paid in a lump sum on the sixtieth (60th) day following Executive’s Separation from Service date (the “Prorated Target Bonus”); (c) The Company shall accelerate the vesting of each of Executive’s outstanding Stock Awards that would have vested if Executive’s continuous service to the Company had continued until the date that is one (1) year after Executive’s Separation from Service date (the “Accelerated Vesting”); and (d) The Company shall continue to pay the cost of Executive’s health care coverage in effect at your final base rate the time of pay, Executive’s employment termination for a period maximum of twelve (12) months following the Separation Date (the “Severance Payments”). Severance Payments will be made in the form of salary continuationmonths, and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue to be paid to you at either under the Company’s regular payroll dates. The first payment will be retroactive to the day following the Separation Date. In additionhealth plan (if permitted), in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% of your target bonus or by paying Executive’s COBRA premiums (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (b) If you timely elect to continue participation in the Company’s group health plan and/or dental plan under federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for the twelve (12) months following the Separation Date or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation PaymentsCOBRA Severance,” and, together with the Severance Payments Severance, Prorated Target Bonus and the Designated BonusAccelerated Vesting, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the The Company’s obligation to pay the COBRA Severance on Executive’s behalf will cease if Executive obtains health care coverage from another source (e.g., a new employer or spouse’s benefit plan), unless otherwise prohibited by applicable law. Executive must notify the Company within two (2) weeks if Executive obtains coverage from a new source. This payment of the Health Continuation Payments would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined COBRA Severance by the Company would not expand or extend the maximum period of COBRA coverage to which Executive would otherwise be consistent with entitled under applicable law. Notwithstanding the above, by having if the Company pay you determines in its sole discretion that it cannot provide the foregoing COBRA Severance without potentially violating applicable law (including without limitation Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to Executive a taxable monthly payment in an after-tax cash equivalent amount equal to the forfeited benefitmonthly COBRA premium that Executive would be required to pay to continue Executive group health coverage in effect on the date of Executive’s termination (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made on the last day of each month regardless of whether Executive elects COBRA continuation coverage and shall end on the earlier of (i) the date upon which Executive obtains other employment or (ii) the last day of the twelfth (12th) calendar month following Executive’s Separation from Service date.

Severance Benefits. In consideration of your acceptance of First Busey will pay severance benefits to Executive as follows: (i) If this Agreement and it becoming effectiveExecutive’s employment hereunder are terminated by First Busey without Cause pursuant to Section 4(a), and subject or by reason of Executive’s Constructive Discharge pursuant to your meeting in full your obligations hereunderSection 4(c), including your obligation First Busey will pay Executive an amount equal to execute a postthe sum of (A) Executive’s then applicable annual Base Salary, plus (B) the amount of the most recent performance bonus that First Busey paid to Executive pursuant to Section 3(b), plus (C) the amount contributed by First Busey on behalf of Executive to First Busey’s tax-qualified retirement plans (other than Internal Revenue Code Section 401(k) contributions) for the calendar year immediately preceding Executive’s termination of employment general release of claims in the form attached hereto as Exhibit A (collectively, the “ReleaseSeverance Payment”), and in full consideration of any rights you may have under the Employment Agreement: (a) The Company . First Busey will pay you your salary, at your final base rate of pay, also reimburse Executive for a period of up to twelve (12) months following the Separation Date (the “Severance Payments”). Severance Payments will be made in the form of salary continuation, and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue to be paid to you at the Companyfor continuing coverage under First Busey’s regular payroll dates. The first payment will be retroactive health insurance pursuant to the day following health care continuation rules of the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% Consolidated Omnibus Budget Reconciliation Act of your target bonus (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (b) If you timely elect to continue participation in the Company’s group health plan and/or dental plan under federal law known as COBRA, or any successor law 1985 (“COBRA”), provided that Executive remains eligible for such COBRA continuation for such period following the Company effective date of termination, provided further that to the extent Executive paid a portion of the premium for such benefit while employed Executive shall continue to pay such portion during the period of continuation hereunder and any period of continuation hereunder shall be credited against the continuation rights under COBRA and Executive will be required to complete all COBRA election and other forms. (ii) If within one (1) year after a Change of Control occurs, this Agreement and Executive’s employment hereunder are terminated by Executive pursuant to Section 4(a), (c) or (d), or this Agreement and Executive’s employment hereunder are terminated by First Busey or its successor pursuant to Section 4(a) or (b) either within the eighteen (18) month period immediately preceding a Change of Control or at any time after a Change of Control occurs, then First Busey or its successor will pay orExecutive an amount equal to the greater of seven hundred fifty thousand dollars ($750,000) or three (3) times the Severance Payment. In this event, at First Busey or its optionsuccessor will also reimburse Executive for thirty-six (36) months for continuing coverage under First Busey’s health insurance pursuant to COBRA, reimburse youprovided that Executive remains eligible for such COBRA continuation for such period following the effective date of termination, provided further that to the extent Executive paid a portion of the premium for such benefit while employed Executive shall continue to pay such portion during the period of continuation hereunder and any period of continuation hereunder shall be credited against the continuation rights under COBRA and Executive will be required to complete all COBRA election and other forms. (iii) All payments that become due to Executive under this Section 4(g) will be made in substantially equal installments in accordance with First Busey’s regular payroll practices over the one (1) year period (provided that if payment is being made pursuant to Section 4(g)(ii), payment shall be made over three (3) years) commencing on the first regular pay date immediately succeeding, and administratively practicable, the expiration of the seven (7) day revocation period set forth in the general release required by Section 4(j). First Busey will be obligated to make all payments that become due to Executive under this Section 4(g) whether or not Executive obtains other employment following termination or takes steps to mitigate any damages that Executive claims to have sustained as a monthly basis result of termination. The payments and other benefits provided for in this Section 4(g) are intended to supplement any compensation or other benefits that have accrued or vested with respect to Executive or for Executive’s account as of the effective date of termination. (iv) First Busey and Executive intend that no portion of any payment under this Agreement, or payments to or for the full monthly premium cost benefit of that participation for the twelve (12) months following the Separation Date orExecutive under any other agreement or plan, if earlier, until the date you become eligible be deemed to enroll be an “Excess Parachute Payment” as defined in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the Company’s payment of the Health Continuation Payments would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) 280G of the Internal Revenue Code of 1986, as amended (the “Section 105(h)Code”), or applicable regulations its successors. It is agreed that the present value of any payments to or guidance issued under for the ACA benefit of Executive in the nature of compensation, as determined by the legal counsel or certified public accountants for First Busey in accordance with Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A 280G(d)(4) of the Internal Revenue Code, as amended receipt of which is contingent on the Change of Control of First Busey, and to which Section 280G of the Code applies (in the aggregate “Section 409ATotal Payments”), shall be reduced, as necessary, such that the payment will not exceed an amount equal to restructure one dollar ($1.00) less than the maximum amount which First Busey may pay without loss of deduction under Section 280G(a) of the Code. (v) First Busey may elect to defer any payments that may become due to Executive under this Section 4(g) if, at the time the payments become due, First Busey is not in compliance with any regulatory-mandated minimum capital requirements or if making the payments would cause First Busey’s capital to fall below such benefitminimum capital requirements. In this event, including, First Busey will resume making the payments as soon as it can do so without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefitviolating such minimum capital requirements.

Severance Benefits. In consideration of your acceptance of this Agreement and it becoming effectiveProvided Employee is in compliance with Paragraph 4(b)(viii) hereof, and subject to your meeting Company will pay or provide the following severance benefits Employee in full your obligations hereunder, including your obligation to execute a post-employment general release of claims in the form attached hereto as Exhibit A (the “Release”), and in full consideration lieu of any rights you may have separation payments otherwise provided upon termination of employment under the Employment Agreementany other severance pay or similar plan or policy of Company: (ai) The Company will pay you your salaryTwelve (12) consecutive monthly payments each equal to one- twelfth (1/12th) of Employee's annual basic compensation in effect immediately prior to Employee's termination; (ii) Twelve (12) consecutive monthly payments each equal to one-twelfth (1/12th) of the higher of (A) Employee's discretionary bonus for the previous calendar year, at your final base rate or (B) the average of payEmployee's discretionary bonus for the previous three (3) calendar years (or such fewer calendar years as Employee has been employed), for a period in each case prorated to the date of Employee's termination; (iii) For the twelve (12) months month period following the Separation Date date of termination of Employee's employment, Company will maintain in full force and effect for the continued benefit of Employee each employee benefit plan in which Employee was a participant immediately prior to the date of Employee's termination, unless an essentially equivalent and no less favorable benefit is provided by a subsequent employer at no additional cost to Employee. If the terms of any employee benefit plan of Company do not permit continued participation by Employee, then Company will arrange to provide to Employee (at Company's cost) a benefit substantially similar to and no less favorable than the “Severance Payments”benefit Employee was entitled to receive under such plan at the end of the period of coverage. (This provision specifically is not applicable to Employee's automobile and club dues, which benefits end upon Employee's date of termination of employment.) (iv) For the twelve (12) month period following the date of termination of Employee's employment, Company will treat Employee for all purposes as an Employee under all of Company's retirement plans in which Employee was a participant on the date of termination of Employee's employment or under which Employee would become eligible during such twelve (12) month period (hereinafter referred to collectively as the "Plan"). Severance Payments will Benefits due to Employee under the Plan shall be made in the form of salary continuation, and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue computed as if Employee had continued to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive to the day following the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018, the an Employee of Company shall pay you a one-time bonus equal to 50% of your target bonus (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (b) If you timely elect to continue participation in the Company’s group health plan and/or dental plan under federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for the twelve (12) months month period following termination of employment. If under the Separation Date or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the Company’s payment terms of the Health Continuation Payments would subject Plan such continued coverage is not permitted, Company will pay to Employee or Employee's estate a supplemental benefit in an amount which, when added to the Company benefits that Employee is entitled to any tax or penalty receive under the Patient Protection and Affordable Care Act Plan, shall equal the amount that Employee would have received under the Plan had Employee remained an employee of Company during such twelve (as amended from time to time, the “ACA”12) or Section 105(hmonth period. (v) of the If any excise tax imposed under Internal Revenue Code of 1986Section 4999 or any successor provision, as amended after the date hereof, is due and owing by Employee as a result of any amount paid or payable pursuant to this Paragraph 4 (“Section 105(h)”c), Company shall indemnify and hold Employee harmless against all such excise taxes and any interest, penalties or applicable regulations costs with respect thereto. (vi) Company will be obligated to make all payments that become due to Employee under this Paragraph 4 (c) whether or guidance issued not he obtains other employment following termination. The payments and other benefits provided for in this Paragraph 4 (c) are intended to supplement any compensation or other benefits that have accrued or vested with respect to Employee or his account as of the effective date of termination. (vii) Company may elect to defer any payments that may become due to Employee under this Paragraph 4 (c) if, at the ACA time the payments become due, Company or Section 105(h), you and the Company agree to work together Bank is not in good faith, consistent with the requirements for compliance with any regulatory mandated minimum capital requirements or exemption from Section 409A of if making the Internal Revenue Codepayments would cause Company's or the Bank's capital to fall below such minimum capital requirements. In this event, Company will resume making the payments as amended (“Section 409A”), to restructure soon as it can do so without violating such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefitminimum capital requirements.

Severance Benefits. In consideration of your acceptance of this Agreement and it becoming effective, and subject Subject to your meeting in full your obligations hereunder, including your obligation to execute execution without modification or revocation of a post-employment general release of all claims in the form attached hereto to this Agreement as Exhibit A (the “Release”) within 60 days following the Separation Date, CareFusion will provide You with the following (collectively, the “Severance Benefits”): (i) salary continuation at your current annual base salary of $426,400 for twelve (12) months, effective from your Separation Date, (ii) a lump sum cash severance payment equal to the average of your FY ’10 MIP Bonus and your FY ’10 target MIP bonus, payable within 60 days after your Separation Date, (iii) a lump sum pro-rata portion of your FY ’11 MIP bonus based on actual Company performance and using an individual performance factor of not less than 1.0 (the “FY ’11 MIP Bonus”), and in full consideration of any rights you may have under payable at the Employment Agreement:time FY ’11 MIP bonuses are paid to active employees, (aiv) The Company should You elect to continue your Group Plan health coverage through COBRA, CareFusion will pay you your salary, at your final base rate a portion of pay, the cost of COBRA coverage for a period of twelve (12) months following in the Separation Date (the “Severance Payments”)same proportion as it shared such costs with You during your employment with CareFusion, less any health assessment or tobacco credit You were receiving as an active employee. Severance Payments Your billing statement will be made in adjusted to reflect the form of salary continuation, and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue to be paid to you at the Company’s regular payroll datescost sharing rate. The first payment portion of the cost of coverage paid by CareFusion will be retroactive included as taxable income to the day following the Separation Date. In additionYou, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% of your target bonus (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A).and (bv) If you timely elect You will be eligible to continue participation in the Company’s group health plan and/or dental plan under federal law known as COBRA, receive outplacement services with ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation an outplacement firm mutually agreed upon by You and CareFusion for the twelve (12) months following after the date of this letter. You acknowledge that the Severance Benefits in this Agreement are over and above any benefits to which You may be entitled and You agree that if you do not execute the Release within 60 days of the Separation Date orDate, or if earlierYou revoke or modify Release, until You will not be entitled to receive any Severance Benefits and You will immediately repay to the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan Company any of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the Company’s payment of the Health Continuation Payments would subject the Company Benefits previously paid or provided to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefitYou.

Severance Benefits. In consideration of your acceptance of this Agreement and it becoming effectiveProvided Employee is in compliance with Paragraph 4(b)(viii) hereof, and subject Company will pay or provide the following severance benefits to your meeting Employee in full your obligations hereunder, including your obligation to execute a post-employment general release of claims in the form attached hereto as Exhibit A (the “Release”), and in full consideration lieu of any rights you may have separation payments otherwise provided upon termination of employment under the Employment Agreementany other severance pay or similar plan or policy of Company: (i) Twelve (12) consecutive monthly payments each equal to one-twelfth (l/12th) of Employee’s annual basic compensation in effect immediately prior to Employee’s termination; (ii) Twelve (12) consecutive monthly payments each equal to one twelfth (l/12th) of the higher of (a) The Company will pay you your salaryEmployee’s discretionary bonus for the previous calendar year, at your final base rate or (b) the average of payEmployee’s discretionary bonus for the previous three (3) calendar years (or such fewer calendar years as Employee has been employed), for a period in each case prorated to the date of Employee termination. (iii) For the twelve (12) months month period following the Separation Date date of termination of Employee’s employment, Company will maintain in full force and effect for the continued benefit of Employee each employee benefit plan in which Employee was a participant immediately prior to the date of Employee’s termination, unless an essentially equivalent and no less favorable benefit is provided by a subsequent employer at no additional cost to Employee. If the terms of any employee benefit plan of Company do not permit continued participation by Employee, then Company will arrange to provide to Employee (at Company’s cost) a benefit substantially similar to and no less favorable than the benefit Employee was entitled to receive under such plan at the end of the period of coverage. (This provision specifically is not applicable to any car, car phone, parking and club dues, which benefits, if any, end upon Employee’s date of termination of employment.) (iv) For the twelve (12) month period following the date of termination of Employee’s employment, Company will treat Employee for all purposes as an Employee under all of Company’s retirement plans in which Employee was a participant on the date of termination of Employee’s employment or under which Employee would become eligible during such twelve (12) month period (hereinafter referred to collectively as the “Severance PaymentsPlan”). Severance Payments will Benefits due to Employee under the Plan shall be made in the form of salary continuation, and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue computed as if Employee had continued to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive to the day following the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018, the an Employee of Company shall pay you a one-time bonus equal to 50% of your target bonus (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (b) If you timely elect to continue participation in the Company’s group health plan and/or dental plan under federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for the twelve (12) months month period following termination of employment. If under the Separation Date or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the Company’s payment terms of the Health Continuation Payments would subject Plan such continued coverage is not permitted, Company will pay to Employee or Employee’s estate a supplemental benefit in an amount which, when added to the Company benefits that Employee is entitled to any tax or penalty receive under the Patient Protection and Affordable Care Act Plan, shall equal the amount that Employee would have received under the Plan had Employee remained an employee of Company during such twelve (as amended from time to time, the “ACA”12) or Section 105(hmonth period. (v) of the If any excise tax imposed under Internal Revenue Code of 1986Section 4999 or any successor provision, as amended after the date hereof, is due and owing by Employee as a result of any amount paid or payable pursuant to this Paragraph 4 (“Section 105(h)”c), Company shall indemnify and hold Employee harmless against all such excise taxes and any interest, penalties or applicable regulations costs with respect thereto. (vi) Company will be obligated to make all payments that become due to Employee under this Paragraph 4 (c) whether or guidance issued not Employee obtains other employment following termination. The payments and other benefits provided for in this Paragraph 4(c) are intended to supplement any compensation or other benefits that have accrued or vested with respect to Employee or Employee’s account as of the effective date of termination. (vii) Company may elect to defer any payments that may become due to employee under this Paragraph 4(c) if, at the ACA time the payments become due, Company, or Section 105(h), you and the Company agree to work together any of Company’s other subsidiaries is not in good faith, consistent with the requirements for compliance with any regulatory-mandated minimum capital requirements or exemption from Section 409A if making the payments would cause Company’s, or any of Company’s other subsidiaries’ capital to fall below such minimum capital requirements. In this event, Company will resume making the Internal Revenue Code, payments as amended (“Section 409A”), to restructure soon as it can do so without violating such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefitminimum capital requirements.

Severance Benefits. In consideration of your acceptance of this Agreement Upon the date (no later than December 31, 2012) that the Release becomes effective and it becoming effectiveirrevocable in its entirety, the Company shall pay Employee the Severance Payment (as defined in Section 3(a)) and subject the Employee shall be entitled to your meeting receive the benefits set forth in full your obligations hereunderSection 3(b) and (c) (such benefits and the Severance Payment, including your obligation to execute a post-employment general release of claims in the form attached hereto as Exhibit A (the “ReleaseSeverance Benefits”), and in full consideration of any rights you may have under the Employment Agreement:): (a) The Company will shall pay you your salarythe Employee One Hundred Twenty Five Thousand Dollars ($125,000.00), at your final base rate of pay, for a period of twelve (12) months following the Separation Date minus all required tax withholdings or other required deductions (the “Severance PaymentsPayment”). The Severance Payments will Payment shall not be made in the form considered “compensation” for purposes of salary continuationdetermining any benefits provided under any pension, and will begin on the next regular Company payday after the Separation Date provided the Release has become effectivesavings, and will continue to be paid to you at or other benefit plan maintained by the Company’s regular payroll dates. The first payment will be retroactive to the day following the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% of your target bonus (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (b) If you timely elect The Company shall enter into a restricted stock award agreement in a form substantially similar to continue participation Exhibit B attached to this Agreement (the “Restricted Stock Award Agreement”). (c) The Company shall reimburse the Employee, on a monthly basis, in arrears, for the premium cost of COBRA continuation coverage under the Company’s group medical insurance plan (only to the extent of the employer portion of the premium cost for similarly situated active employees in the Company’s group health plan and/or dental plan under federal law known medical insurance plan) until the earlier of (x) the date the Employee becomes eligible for group medical insurance coverage as COBRAthe result of the Employee accepting another position with a new employer other than NightWatch Capital Advisors, or any successor law LLC (“COBRANightwatch”)) and (y) June 30, 2013; provided, that the Employee agrees to notify the Company will pay orby registered mail, at its optionreturn receipt requested, reimburse you, on within five (5) business day of becoming eligible for group medical insurance coverage as the result of the Employee accepting another position with a monthly basis new employer other than NightWatch. The Employee shall be solely responsible for the full monthly remainder of the premium cost of that participation for the twelve (12) months following the Separation Date or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”)COBRA continuation coverage. Notwithstanding the foregoing, in the event the Employee, at his discretion, elects before June 30, 2013 to obtain group medical insurance coverage through or sponsored by NightWatch, the Company agrees to reimburse the Employee, on a monthly basis, the premium cost of such insurance coverage at a rate no greater than the premium costs of COBRA continuation coverage that the Company’s payment Company would otherwise by obligated to pay under this Section 3(c). (d) The Company shall pay the Employee for all accrued pay and unused and accrued vacation as of the Health Continuation Payments would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to timeJune 30, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefit2012.

Severance Benefits. In consideration of your acceptance of Provided Executive signs and does not timely revoke this Agreement and it becoming effectivematerially complies with the terms of this Agreement, and subject to your meeting in full your obligations hereunderprovided Executive has signed the U.K. Settlement Agreement and materially complies with its terms, including your obligation to execute a post-employment general release of claims in the form attached hereto Hertz shall provide Executive with severance payments and benefits, as Exhibit A (the “Release”), and in full consideration of any rights you may have under the Employment Agreementfollows: (a) The Company Hertz will pay you your salaryExecutive One Million Nine Hundred and Fifty Thousand Dollars and Zero Cents ($1,950,000.00) payable in equal installments over eighteen (18) months on Hertz’s regular payroll cycles, beginning with the first payroll cycle ending after the Effective Date. Hertz retains the right to deduct from one or more of such payments any monies owed by Executive to any Released Party. (b) Hertz will pay Executive Seventy-Five Thousand Dollars and Zero Cents ($75,000.00), in a single lump sum payment to be paid within fifteen (15) business days following the Effective Date, comprising payment for Executive’s monthly rental cost on her UK apartment through December 2022, and payment to defray costs associated with her relocation. (c) Hertz will pay Twenty-Five Thousand Dollars and Zero Cents ($25,000.00) for executive level outplacement services directly to the provider of Executive’s choice, constituting payment for outplacement services provided for under the 2021 Severance Plan and to be reported as income to Executive on Form 1099. (d) Executive will be considered a participant in the 2022 Executive Incentive Compensation Plan: Corporate - Global (the “Bonus Plan”), at your final the level of one hundred per cent (100%) of the base rate salary in effect for Executive on the Separation Date and on the same terms and conditions applicable to other individuals at the Executive Vice President level, or its functional equivalent. Executive will be entitled to receive payment under the Bonus Plan, pro-rated for Executive’s 2022 service based upon the Separation Date, on the same basis such bonuses are paid to other individuals at the Executive Vice President level, or its functional equivalent. Such Bonus Plan payment, if any, will be paid to Executive not later than March 15, 2023. (e) Medical, health, accident insurance, and other similar healthcare arrangements for the benefit of payExecutive and Executive’s dependents who received such coverage as of the Separation Date, if any, shall continue under Hertz’s US-based Custom Benefit Plan, at the same level and same cost to Executive in effect under the International Benefits Program as of the Separation Date, for a period of twelve eighteen (1218) months following the Separation Date or until Executive becomes eligible to receive benefits at a comparable level from a subsequent employer (the “Severance PaymentsNew Coverage”). Severance Payments Executive acknowledges and agrees that Executive’s right to such coverage is contingent on Executive’s agreement to inform Hertz if Executive becomes eligible for New Coverage before Hertz’s obligations under this Section of this Agreement expire. If Executive becomes eligible for New Coverage and fails to timely inform Hertz, Hertz will be made in the form of salary continuation, entitled to recover from Executive all premiums and will begin claims costs paid on the next regular Company payday Executive’s behalf for coverage after the Separation Date provided the Release has become effective, and will continue to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive to the day following the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% of your target bonus (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A)Executive became eligible for New Coverage. (b) If you timely elect to continue participation in the Company’s group health plan and/or dental plan under federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for the twelve (12) months following the Separation Date or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the Company’s payment of the Health Continuation Payments would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefit.

Severance Benefits. In consideration of your acceptance Provided that (i) the Company does not terminate Executive’s employment for Cause and (ii) Executive (x) does not voluntarily terminate his employment with the Company for any reason prior to the Separation Date, (y) complies with the terms of this Agreement and it becoming effectivethe Restrictive Covenants at all times, and subject to your meeting in full your obligations hereunder, including your obligation to execute a post-employment general release of claims in (z) the form attached hereto as Exhibit A (the “Release”), and in full consideration of any rights you may have under the Employment Agreement: (a) The Company will pay you your salary, at your final base rate of pay, for a period of twelve (12) months following the Separation Second Release Effective Date (the “Severance Payments”). Severance Payments will be made as defined in the form of salary continuationSection 28) occurs, and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive to the day following the Separation Date. In additionExecutive or, in the event that the Separation Date occurs on the Expected Separation Dateof Executive’s death, then, with respect to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% of your target bonus Executive’s estate (the “Designated BonusEstate”), which shall ) will be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A). (b) If you timely elect to continue participation in the Company’s group health plan and/or dental plan under federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost of that participation for the twelve (12) months following the Separation Date or, if earlier, until the date you become eligible to enroll in receive the health following severance benefits (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonuscollectively, the “Severance Benefits”): (a) a 2020 Annual Incentive Award either (i) based on actual achievement during the 2020 Bonus Year, as if Executive had continued to remained employed with the Company or (ii) to the extent that the Company places Executive on Reassignment, at the “Target Bonus” amount of 150% of Executive’s base salary, but in each case, prorated to reflect the number of days during the 2020 Bonus Year that Executive was employed on and prior to the Separation Date. The 2020 Annual Incentive Award (to the extent payable in accordance with this Section 4(a), as determined in the Board’s sole discretion), will be paid at the same time that annual bonuses with respect to 2020 are paid to active employees of the Company. Notwithstanding the foregoing, in lieu of providing such 2020 Annual Incentive Award, the event Board, the Company and Executive may mutually agree prior to the Separation Date to alternatively provide Executive with a specified 2020 Annual Incentive Award payment based on the expected (rather than actual) achievement during the remainder of the 2020 Bonus Year, with such payment (i) pro-rated to reflect the number of days during the 2020 Bonus Year that Executive was employed prior to the Separation Date and (ii) paid to Executive within thirty (30) days following the Separation Date; (b) a one-time cash sale bonus (the “Sale Bonus”) if a membership interest purchase agreement is executed and the Company makes a public announcement (the “Signing”) for the anticipated sale of the Great Falls Refinery (the “GRF Sale”), in an amount equal to the following, depending on the applicable date of the Signing: (i) $1,000,000 if the Signing occurs prior to the end of Q2 of 2020; (ii) $750,000 if the Signing occurs prior to the end of Q3 of 2020; or (iii) $500,000 if the Signing occurs prior to the end of Q4 of 2020; provided, that, notwithstanding the foregoing, no Sale Bonus will be deemed earned until the Company’s payment successful completion of the Health Continuation Payments would subject GRF Sale. The Sale Bonus, if earned, will be paid in lump sum as soon as practicable following the closing of the GFR Sale; and (c) the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”will cause Executive’s post-termination non-competition obligations set forth in Section 11(b)(i) or Section 105(hthrough 11(b)(iv) of the Internal Revenue Code Employment Agreement to be waived and of 1986, no further force or effect as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A of the Internal Revenue Code, as amended (“Section 409A”), to restructure such benefit, including, without limitation and if determined by the Company to be consistent with applicable law, by having the Company pay you an after-tax cash equivalent to the forfeited benefitSeparation Date.

Severance Benefits. In consideration of your acceptance of this Agreement and it becoming effectivethe event that the Executive becomes entitled to receive Severance Benefits, and as provided in Section 2.1, the Company shall provide the Executive with total Severance Benefits as follows (but subject to your meeting in full your obligations hereunder, including your obligation to execute a post-employment general release of claims in the form attached hereto as Exhibit A (the “Release”), Sections 2.5 and in full consideration of any rights you may have under the Employment Agreement:2.6): (a) The Company will pay you your salary, at your final base rate of pay, for Executive shall receive a period of twelve (12) months single lump sum cash Severance Compensation payment on the Payment Date following the Separation Effective Date (the “Severance Payments”). Severance Payments will be made in the form of salary continuation, and will begin on the next regular Company payday after the Separation Date provided the Release has become effective, and will continue to be paid to you at the Company’s regular payroll dates. The first payment will be retroactive to the day following the Separation Date. In addition, in the event that the Separation Date occurs on the Expected Separation Date, then, with respect to your employment during 2018, the Company shall pay you a one-time bonus equal to 50% of your target bonus (the “Designated Bonus”), which shall be payable on the next regular Company payday after the Separation Date provided the Release has become effective, but not later than March 15, 2019 (or such earlier date so as to qualify such amount as a short-term deferral within the meaning of Section 409A)Termination. (b) If you timely elect The Executive shall receive the Accrued Obligations paid in accordance with the terms of any applicable plan, program or arrangement, provided that any earned and unpaid Base Salary shall be paid in cash in a single lump sum within thirty (30) days (or at such earlier date required by law), following the Effective Date of Termination. (c) Within thirty (30) days of the Effective Date of Termination, the Executive shall receive as APP for the year in which the termination occurs a lump sum cash payment equal to continue participation the greater of (i) APP determined based on the Executive’s target bonus percentage for that annual period or (ii) the amount that would have been earned for the annual period if actual performance for the calendar year up to and including the date of the Change in Control were annualized or projected, as the case may be, and measured against the applicable Executive’s APP performance goals, whether financial, operational or other, for the calendar year, multiplied by a fraction, the numerator of which is the number of days elapsed in the current fiscal period to the Effective Date of Termination, and the denominator of which is three hundred sixty-five (365). (d) Unless the Executive is receiving substantially similar benefits from a subsequent employer, on the Payment Date the Company shall pay the Executive a single cash payment equal to (i) [thirty-six (36)] times the excess of (A) the amount that the Executive is required to pay monthly to maintain continued coverage for the Executive and, if applicable, the Executive’s eligible dependents under the Company’s group health plan(s) in accordance with the provision of the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), over (B) the amount that the Executive would have paid monthly to participate in the Company’s group health plan and/or dental plan under federal law known as COBRAplans(s) had the Executive continued to be an employee of the Company, or any successor law and (“COBRA”ii) [thirty-six (36), ] times the Company will pay or, at its option, reimburse you, on a monthly basis for the full monthly premium cost excess of that participation for the twelve (12A) months following the Separation Date or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental and vision) plan of a new employer (the “Health Continuation Payments” and, together with the Severance Payments and the Designated Bonus, the “Severance Benefits”). Notwithstanding the foregoing, in the event that the Company’s payment monthly cost of providing life and disability benefits for Executive pursuant to the plans under which the Executive and/or the Executive’s family was eligible to receive benefits and/or coverage over (B) the amount that the Executive would have paid monthly to participate in the Company’s life and disability benefit plans had the Executive continued to be an employee of the Health Continuation Payments would subject Company, in each case determined as of the Company to any tax date of the Change in Control. (e) On or penalty under after the Patient Protection and Affordable Care Act (as amended from time to timePayment Date, the “ACA”) Executive shall be entitled to reimbursement for actual payments made for professional outplacement services or Section 105(h) job search not to exceed $[15,000]3 in the aggregate. The reimbursements of the Internal Revenue Code expenses for outplacement 3 Will vary depending upon Executive/level of 1986, as amended (benefits provided services are intended to constitute reimbursements for “Section 105(h)”), or applicable regulations or guidance issued under reasonable outplacement expenses” within the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from meaning of Section 409A of the Internal Revenue Code, as amended (“. In order to be reimbursed pursuant to this Section 409A”2.2(e), the expenses for outplacement services must be incurred no later than the end of the second taxable year of Executive following Executive’s taxable year in which the Effective Date of Termination occurred and no such reimbursements will be made beyond the third taxable year of Executive following Executive’s taxable year in which the Effective Date of Termination occurred. (f) In determining the Executive’s pension benefit following entitlement to restructure such benefita Severance Benefit, including(i) the Executive shall be entitled to receive the full accrued benefit under the Pension Equalization / Benefits Restoration Plan (the “PE/BR Plan”) in effect as of the date of the Change in Control, based on actual service rendered through the Effective Date of Termination plus the service under this Section 2.2(f), without limitation any actuarial reduction for early payment, and if determined by (ii) the Company to Executive shall be consistent credited with applicable law, by having years of service for all purposes under the Company pay you an after-tax cash equivalent PE/BR Plan (and to the forfeited benefitextent applicable for purposes of calculation of benefits under the PE/BR Plan, any underlying plan on which benefits under the PE/BR Plan, are based) equal to the number used to multiply Base Compensation in Section 1.1(s). [To be included only in agreements with those Executives who participate in the Pension Equalization / Benefit Restoration Plan.]