Common use of Severance Clause in Contracts

Severance. Subject to the Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.

Severance. Subject (a) If Employee’s employment is terminated by the Company without Cause or by Employee for Good Reason within twenty-four (24) months following a Change in Control, then subject to the Executive's requirements of this Section 2 and Employee’s continued compliance with his obligations Section 3, Employee shall be entitled to receive, in lieu of any severance benefits to which Employee may otherwise be entitled, including under this Agreementany Other Arrangement (as defined below), the Company shall have no obligation to the Executive other than: benefits provided below: (i) The Company shall pay to Employee (A) his or her fully earned but unpaid base salary, when due, through the payment date of termination at the rate then in effect, (B) his or her accrued but unpaid vacation or paid time off through the date of termination, when due, plus (C) all other amounts or benefits to which Employee is entitled under any compensation, retirement or benefit plan or practice of the Executive's earned and unpaid compensation through Company at the effective date time of termination in accordance with the terms of such termination; plans or practices, including, without limitation, any continuation of benefits required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or applicable law (the “Accrued Obligations”); (ii) the payment of any deferred bonus, subject Employee shall be entitled to the provisions of Section 409A of the Code; (iii) the payment of receive severance pay in an amount equal to the sum of: (A) An amount equal to twelve (12) months of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (Employee’s monthly base salary as in effect immediately prior to the date of termination, plus (B) An amount equal to the greater of (1) Employee’s maximum target bonus for the fiscal year during which the date of termination occurs or (2) Employee’s maximum target bonus for the fiscal year during which the Change in Control occurs, payable, in the case of both clauses (A) and (B), in a lump sum within ten (10) days following the effective date of Employee’s Release, but in no event later than two and one-half (2 ½) months following the last day of the calendar year in which the date of Employee’s termination of employment occurs; (iii) Employee shall be entitled to receive a lump sum cash payment equal to (A) twelve (12) multiplied by (B) the monthly premium Employee would be required to pay for continuation coverage pursuant to COBRA for Employee and his or her eligible dependents who were covered under the Company’s health plans as of the date of Employee’s termination such that Employee’s premiums are the same as for active employees (calculated by reference to the premium as of the date of termination) (provided that Employee shall be solely responsible for all matters relating to his or her continuation of coverage pursuant to COBRA, including, without limitation, his or her election of such coverage and his or her timely payment of premiums), 50% of which payment shall be paid to the Executive upon the first business day within ten (10) days following the six month anniversary effective date of Employee’s Release, but in no event later than two and one-half (2 ½) months following the last day of the calendar year in which the date of Employee’s termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six monthsoccurs; and (iv) treatment The vesting and/or exercisability of any outstanding unvested portions of Employee’s Stock Awards the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) vesting of which is solely time-based and (d); (v) not subject to the provisions satisfaction of Section 409A a performance condition shall be automatically accelerated on the effective date of Employee’s Release. In addition, Employee’s Stock Awards may be exercised by Employee (or Employee’s guardian or legal representative) until (A) the Codedate that is nine (9) months following the date of termination, immediate payout or (B) such longer period as may be specified in the applicable stock award agreement; provided, however, that in no event shall any Stock Award remain exercisable beyond the original outside expiration date of benefits previously accrued under such Stock Award; provided, however, that, any Stock Awards that vest in whole or in part based on the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or attainment of performance-vesting conditions shall be governed by the terms of the applicable Stock Award agreement. Employee’s vested Stock Awards shall be governed by the terms and conditions of the Stock Award agreements and the Company's benefit plans (excluding severance plans); PROVIDED’s equity plan under which such Stock Awards were granted. Notwithstanding the foregoing, that in the event that the Stock Award agreement or the equity plan pursuant to which the Stock Awards were granted provides for more favorable treatment of Employee’s Stock Awards, nothing in this Agreement is intended to limit Employee’s right to such termination is within six months following the Closing, (A) more favorable treatment as provided in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on Stock Award agreement or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company equity plan, policy, or agreement.

Severance. Subject (a) If the Company terminates Employee’s employment with the Company without Cause in accordance with Section 6(c) prior to the Executive's continued compliance with his obligations under this Agreementexpiration of the Initial Term, the Company shall have no obligation to the Executive other than: (i) the pay Employee a severance payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum twelve months of the Executive's annual Employee’s Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of on the date of termination), 50% of which shall be paid subject to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), subsections (c) and (d); . (vb) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) twelve months of Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the provisions date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, immediate payout of benefits previously accrued under the Severance Payment will be made on the Company's Supplemental Executive Retirement Plan ’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and (vi) executive outplacement benefits, except agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as otherwise required by law or Exhibit B by the terms of 45th day following the Company's benefit plans Employee’s separation from service and not revoking the release within the seven (excluding severance plans); PROVIDED7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, that the Severance Payment will be paid in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal second calendar year. Employee’s right to the product Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum this Agreement. If Employee breaches any of the Executive's annual base salary and the Executive's target bonus amount (eachhis obligations in Sections 8-11 of this Agreement, as in effect as of he will immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned return to the Company in exchange for a refund any portion of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect Severance Payment that has been paid to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal him pursuant to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement7.

Severance. (a) Subject to Section 7(b) below, if Executive’s employment is terminated prior to the Executive's continued compliance with his obligations under this Agreement, end of the Term by the Company without Cause (other than due to death or Disability), Executive shall have no obligation be entitled to the Executive other than: receive a cash severance payment equal to (i) three months of Executive’s Base Salary at the payment time of termination, which shall increase to six months of Executive’s Base Salary if such termination occurs after one year from the Executive's earned Effective Date; and unpaid compensation through the effective date of such termination; (ii) a pro rata portion of the target Annual Bonus for the year in which such termination occurs. Such severance payment of any deferred bonusshall be made over the three or six month period, subject as applicable, in accordance with the Company’s normal payroll policy, provided that prior to the provisions initial payment, the Executive has executed and delivered to the Company, and has not revoked a general release of the Company, its parents, subsidiaries and affiliates and each of its officers, directors, employees, agents, successors and assigns, and such other persons and/or entities as the Company may determine, in a form reasonably acceptable to the Company. Such general release shall be delivered on or about the date of termination and must be executed within 21 days of termination. (b) Notwithstanding the foregoing, (i) any payment(s) of “nonqualified deferred compensation” (within the meaning of Section 409A of the CodeCode and the regulations and official guidance issued thereunder (“Section 409A”)) that is/are required to be made to Executive hereunder as a “specified employee” (as defined under Section 409A) as a result of such employee’s “separation from service” (within the meaning of Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid upon expiration of such six (6) month delay period; and (iiiii) for purposes of any such payment that is subject to Section 409A, if the Executive’s termination of employment triggers the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination)“nonqualified deferred compensation” hereunder, 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, then the Executive will not be paid a lump sum cash amount within 30 days following the date of termination of deemed to have terminated employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by until the Executive with respect to incurs a “separation from service” within the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary meaning of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.409A.

Severance. (a) Subject to the Executivelimitations set forth in Section 13, if the Employee's continued compliance with his employment is terminated by the Subsidiary without Substantial Cause (including, without limitation, upon termination of this Agreement following notice thereof by the Company or the Subsidiary pursuant to Section 3 hereof) or by the Employee for Good Reason, then, without further liability of the Subsidiary or the Company, except for their obligations pursuant to this Section 10(a) and their obligations to pay or provide any salary and expenses accrued to the termination date, any unpaid bonus referred to in Section 4(b) hereof, any Closing Bonus (whether payable before or after such termination of employment) pursuant to Section 4(c) hereof, and such rights and benefits of participation of or in respect of the Employee under this Agreementemployee benefit plans, programs and arrangements of the Company, the Company shall have no obligation to Subsidiary and their Affiliates, in accordance with the Executive other than: terms and provisions of such plans, programs and arrangements, (i) the payment of Employee shall be entitled to severance compensation for the Executive's earned and unpaid compensation through the effective date of Severance Period (as hereinafter defined) following any such termination, payable in equal monthly installments, subject to withholding and other applicable taxes, at an annual rate equal to the Employee's base salary for the year of termination, as such annual rate is increased from year to year in accordance with Section 4(a) hereof; (ii) as additional severance compensation following any such termination, the payment of any deferred bonus, subject Employee shall be entitled to the provisions bonus compensation referred to in Section 4(b) hereof for the Severance Period, payable as and when ordinarily determined for the applicable year, with a bonus not less than seventy-five percent (75%) of Section 409A his rate of annual base salary in effect for the Codeyear of termination; (iii) the payment of an amount equal to Employee and the sum of the ExecutiveEmployee's annual Base Salary plus the Executive's Maximum Bonus Amount spouse and Dependent Children (as in effect as of the date of termination), 50% of which hereinafter defined) shall be paid entitled to the Executive upon the first business day following the six month anniversary of medical and dental benefits as provided immediately prior to the date of termination of employment and the remainder of which shall be paid to continue for the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.Severance

Severance. Subject to the Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other than: (a) If (i) Employee's employment is terminated by the payment of the Executive's earned and unpaid compensation through the effective date of such termination; Company without "cause," (ii) the payment of any deferred bonusCompany does not agree to extend the Employment Term upon the expiration thereof, subject to the provisions of Section 409A of the Code; (iii) Employee terminates his employment because the payment Company reduces his responsibilities or compensation in a manner which is tantamount to termination of Employee's employment, or (iv) within two years following a Sale of the Company (as defined in Section 9 of this Agreement), the Employee gives notice to the Company of his resignation for "Good Reason" (as defined in Section 8(b) hereof) setting forth in reasonable detail the circumstances claimed to constitute Good Reason and stating that it constitutes notice pursuant to this Section 8(a), and the stated basis for Good Reason has not been fully corrected within sixty (60) days from the date of such notice, the Employee shall be entitled to (x) receive an amount equal to his total cash compensation (base salary plus bonus, excluding, however, any Change in Control Bonus paid pursuant to Section 9 hereof) for the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of year preceding the date of termination)the Employee's termination or the date on which the Employment Term expires, 50% of which shall as the case may be, such amount to be paid to the Executive upon the first business day following the six month anniversary of payable in a lump sum on the date of termination of employment and or the remainder of date on which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of Employment Term expires, as the New Parent Restricted Shares (andcase may be, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) continue to receive the sum of benefits referred to in Section 4(c) during the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days one year period following the date of termination or expiration (the "Severance Period"); provided, however, if any such event occurs prior to the extension of employment the initial Employment Term, the Employee shall be entitled to (A) an amount equal to any his then current salary, payable in a lump sum on the date of termination, (B) an amount withheld equal to his target annual bonus, payable in a lump sum on the date of termination, and (C) continue to receive the benefits referred to in Section 4(c) during the Severance Period. If the Employee's employment is terminated by the Company in connection with any Section 83(b) election made "for cause", the Employee shall not be entitled to severance compensation. The Employee covenants and agrees that he will not, during the one year period following the termination of the Employee's employment by the Executive Company, within any jurisdiction or marketing area in which the Company or any of its Affiliates (as defined below) is doing business or is qualified to do business, directly or indirectly own, manage, operate, control, be employed by or participate in the ownership, management, operation or control of, or be connected in any manner with, any business of the type and character engaged in and competitive with that conducted by the Company or any of its Affiliates at the time of such termination; provided, however, that ownership of securities of 2% or less of any class of securities of a public company shall not be considered to be competition with the Company or any of its Affiliates. For the purposes of this Agreement, the term "Affiliate" shall mean, with respect to the New Parent Restricted Shares; PROVIDEDCompany, FURTHERany person or entity which, that in directly or indirectly, owns or is owned by, or is under common ownership with, the event that such termination is on Company. The term "own" (including, with correlative meanings, "owned by" and "under common ownership with") shall mean the ownership of 50% or after the date that is six months after the Closing but prior to the first anniversary more of the Closing, in lieu voting securities (or their equivalent) of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementparticular entity.

Severance. Subject to (a) Involuntary Termination other than for Cause, Death or Disability. Except as provided in the following sentence and Section 5(b), if the Company terminates Executive's continued compliance employment with his obligations under this Agreement, the Company shall have no obligation to the without his consent and for a reason other than "Cause" (as defined below), Executive other than: becoming "Disabled" (as defined below) or Executive's death, then promptly following such termination of employment, Executive will (i) the receive a lump-sum payment equal to 100% of the Executive's earned Base Salary and unpaid compensation through the effective date of such termination; target bonus, (ii) the payment of receive all accrued vacation, expense reimbursements and any deferred bonus, subject other benefits due to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of through the date of termination of employment in accordance with the Company's then existing employee benefit plans and policies, (iii) be entitled to an additional twelve (12) months vesting of any Company stock options (whether granted to Executive on, before or after the remainder date of which shall be paid to the Executive in equal installments each month thereafter for six months; this Agreement), (iv) treatment have four (4) years following termination of employment to exercise his vested Company stock options (whether granted on, before or after the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(bdate of this Agreement), (c) and (d); (v) subject to the provisions be paid his then existing Base Salary for a period of Section 409A six (6) months following his termination of the Codeemployment, immediate payout (vi) be 50% of benefits previously accrued his target annual bonus not later than six (6) months following his termination of employment, (vii) receive Company-paid coverage for a period of eighteen (18) months for himself and his eligible dependents under the Company's Supplemental Executive Retirement Plan and health benefit plans (vior, at the Company's option, coverage under a separate plan), providing benefits that are no less favorable than those provided under the Company's plans immediately prior to his termination of employment, (viii) executive outplacement benefits, except receive such other compensation or benefits from the Company as otherwise may be required by law or by the terms (for example, under Section 4980B of the CompanyCode). If the Company terminates Executive's benefit plans employment with the Company without his consent within eighteen (excluding severance plans); PROVIDED18) months after a "Change of Control" (as defined below) and for a reason other than Cause, that in the event that then promptly following such termination is within six months following of employment, Executive will (i) receive a lump-sum payment equal to 100% of the ClosingBase Salary and target bonus, (Aii) in lieu of the benefit set forth in clause (iii)receive all accrued vacation, the Company shall pay the expense reimbursements and any other benefits due to Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following through the date of termination of employment equal in accordance with the Company's then existing employee benefit plans and policies, (iii) be entitled to immediate 100% vesting of any amount withheld by the Company in connection with any Section 83(b) election made by the stock options granted to Executive with respect (whether granted to the New Parent Restricted Shares; PROVIDEDExecutive on, FURTHER, that in the event that such termination is on before or after the date that is six months of this Agreement), (iv) have four (4) years following termination of employment to exercise his vested Company stock options (whether granted on, before or after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of terminationthis Agreement), (v) be paid his then existing Base Salary and target bonus for a period of one (1) year following his termination of employment, (vi) receive Company-paid coverage for a period of two (2) years for himself and his eligible dependents under the Company's health benefit plans (or, at the Company's option, coverage under a separate plan), providing benefits that are no less favorable than those provided under the Company's plans immediately prior to his termination of employment, (vii) receive such other compensation or benefits from the Company as may be required by law (for example, under Section 4980B of the Code). In the event that the Executive is eligible All payments and benefits will be subject to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementapplicable withholding.

Severance. Subject to If the Executive terminates this Agreement and his employment with the Company for Good Reason or if the Executive's continued compliance ’s employment with his obligations under this Agreement, the Company shall have no obligation is terminated by the Company for any reason other than for Cause, including non-renewal of this Agreement by the Company (but not including any circumstances that would give rise to a payment to the Executive other than: (ipursuant to Section 3.3(a) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iiihereof), the Company shall pay severance to the Executive a lump sum cash as follows: (i) severance pay in an amount equal to 1.0 times the product Executive’s then-current annual base salary, such amount to be paid in equal installments over the 12-month period immediately following the date of termination in accordance with the Company’s normal payroll practices with such installments to be no less frequent than monthly and to commence on the first payroll date following the date of termination; and (xii) all accrued but unpaid bonuses for any completed fiscal year and vacation pay, expense reimbursement and other benefits due to the multiple set forth on ATTACHMENT 1 Executive under any Company-provided benefit plans, policies and arrangements, with such accrued but unpaid bonuses for any completed fiscal year and vacation pay and expense reimbursements payable no later than thirty (y30) days after the sum date of termination (sooner to the extent the bonus is payable prior to such time) and any other benefits payable in accordance with the applicable terms of the Executive's annual base salary benefit plans, policies and arrangements; and (iii) if the Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), then the Company each month will pay for the Executive's target bonus amount ’s COBRA premiums for such coverage (each, as at coverage levels in effect as of immediately prior to the Closing), Executive’s termination) until the earlier of: (A) the expiration of a period of twelve (12) months from the date of termination or (B) in lieu the date upon which the Executive becomes covered under similar plans of the benefit any subsequent employer or is otherwise ineligible for COBRA. All payments set forth in clause the foregoing items (ivi) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned and (iii) hereof are defined as the “Severance Indemnity.” The Executive’s receipt of the foregoing Severance Indemnity is conditioned upon his execution and delivery to the Company in exchange for of a refund separation and release agreement acceptable to the Company governing the termination of the full purchase price within 30 days following such return employment relationship between the Executive and (C) in lieu the Company and the Executive’s release of all claims against all members of the benefit set forth in clause Avadel Group of Companies and their employees, officers, directors and contractors, and allowing the applicable revocation period required by law to expire without revoking or causing revocation of same, within sixty (iv60) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by Executive’s employment. Any Severance Indemnity payments that the Executive with respect would otherwise be entitled to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but receive prior to the first anniversary of time the Closing, aforementioned release becomes effective and irrevocable shall be accumulated and paid in lieu of a lump sum after the benefit set forth in clause (iii) release becomes effective and irrevocable; and if the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay permissible period during which the Executive over a 24-month may execute and deliver the release and during which the applicable revocation period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event could expire spans more than one calendar year, any payments that the Executive is eligible entitled to receive during such period shall be accumulated and paid in a lump sum only in the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementsubsequent calendar year.

Severance. (a) Subject to the Section 6(b) below, if Executive's continued compliance with his obligations under this Agreement, employment is terminated by the Company without Cause or by Executive for Good Reason, Executive shall have no obligation be entitled to receive a severance payment equal to 24 months of Executive's Base Salary, payable in a lump sum, but only if Execute first executes, and then does not revoke as may be allowed by law, a separation and release agreement in a form chose by the Company in its sole discretion. (b) If Executive's employment is terminated by the Company without Cause or by Executive for Good Reason, and such termination occurs within six (6) months prior to a Change in Control (as defined under the Plan) or within twelve (12) months after the Change in Control, Executive shall be entitled to receive, in addition to any severance pursuant to Section 6(a) above, an additional 6 months of Executive's Base Salary (for a total of 30 months) in addition to the Executive other than: compensation of Section 2(d), but only if Execute first executes, and then does not revoke as may be allowed by law, a separation and release agreement in a form chose by the Company in its sole discretion. (c) Notwithstanding the foregoing, (i) any payment(s) of "nonqualified deferred compensation" (within the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions meaning of Section 409A of the CodeCode and the regulations and official guidance issued thereunder ("Section 409A")) that is/are required to be made to Executive hereunder as a "specified employee" (as defined under Section 409A) as a result of such employee's "separation from service" (within the meaning of Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid upon expiration of such six (6) month delay period; and (iiiii) for purposes of any such payment that is subject to Section 409A, if the Executive's termination of employment triggers the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination)"nonqualified deferred compensation" hereunder, 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, then the Executive will not be paid a lump sum cash amount within 30 days following the date of termination of deemed to have terminated employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by until the Executive with respect to incurs a "separation from service" within the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary meaning of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.409A.

Severance. Subject In the event that Employee is subject to a Change in Control Involuntary Termination, Employee shall be entitled to receive severance benefits as follows: (A) a lump sum cash severance payment equal to [one (1) times (if Employee is not the CEO)] [two (2) times (if Employee is the CEO)] the higher of (1) the base salary which Employee was receiving immediately prior to the Executive's continued compliance with his obligations under this Agreement, Change in Control or (2) the Company shall have no obligation base salary which Employee was receiving immediately prior to the Executive other than: (i) the Change in Control Involuntary Termination, which payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to on the Executive upon the first business sixtieth (60th) day following the six month anniversary Change in Control Involuntary Termination; (B) a lump sum cash payment equal to [one (1) times (if Employee is not the CEO)] [two (2) times (if Employee is the CEO)] Employee’s Target Annual Bonus; and (C) payment by the Company of the date full cost of termination of employment the health insurance benefits provided to Employee and the remainder of which shall be paid Employee’s spouse and dependents, as applicable, immediately prior to the Executive Change in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject Control pursuant to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (excluding severance plans“COBRA”) or other applicable law through the earlier of the end of the [twelve (12) month (if Employee is not the CEO)] [twenty-four (24) month (if Employee is the CEO)] period following the Change in Control Involuntary Termination date or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law. The benefits to be provided under clauses (a)(i) and (a)(ii) shall be paid on the sixtieth (60th) day following Employee’s termination of employment ; PROVIDEDexcept that any payments under clause (a)(ii)(C) shall be paid on a monthly basis commencing on the sixtieth (60th) day following Employee’s termination of employment (subject in all cases to Employee’s release of claims against the Company as set forth in Section 1(a)). Notwithstanding the foregoing, that in the event the Board of Directors concludes in its reasonable judgment that such termination the provision of subsidized COBRA benefits to Employee is within six months following likely to cause the Closing, (A) in lieu Company to become subject to excise tax as a result of the benefit set forth in clause Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (iiithe “Healthcare Reform Act”), the Company shall pay the Executive Employee a lump sum monthly amount in cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum amount of the Executive's annual base salary and COBRA subsidy during the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to period the Company in exchange is obligated to provide subsidized COBRA benefits to Employee. In addition, Employee shall receive payment(s) for a refund of the full purchase price within 30 days following such return all salary, bonuses and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect unpaid vacation accrued as of the date of terminationEmployee’s termination of employment and up to three (3) months of outplacement services not to exceed $5,000 per month (with a provider and in a program selected by the Employee. provided Employee commences such services within ninety (90) days of Employee’s Change in Control Involuntary Termination date). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.

Severance. Subject If, during the Term, other than within twelve (12) months following a Change in Control, the Executive experiences a Termination of Employment, either (a) by the Employer without Cause pursuant to Section 4.1(a)(2); or (b) by the Executive for Good Reason pursuant to Section 4.1(b)(2), then, upon his Termination of Employment, the Employer will pay in lieu of any severance payment applicable under any general severance policy (which Executive acknowledges he is not eligible for due to this Agreement) severance to the Executive in an amount equal to one (1) times his Annual Base Salary then in effect (the “Severance Pay”), with such amount payable in substantially equal cash installments not less frequently than monthly over the twelve-month period following Executive's continued compliance ’s Termination of Employment (the “Severance Payment Period”). So long as the Executive complies with his obligations under the requirements of Sections 5.2, 5.3, 6, 7 and 8 of this Agreement, the Company Severance Pay shall have no obligation to commence on the Executive other than: first payroll period (ithe “Initial Payment”) occurring on or after the 60th day following the Executive’s Termination of Employment (the “Severance Delay Period”). The Initial Payment shall include payment for any payroll periods which occur during the Severance Delay Period and the remaining Severance Pay shall continue until the expiration of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, Severance Payment Period subject to the provisions of Section 409A of this Agreement. If the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which Executive shall be paid entitled to receive Severance Pay pursuant to this Section 4.2, then, in addition to any Severance Pay payable to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid pursuant to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in this Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii)4.2, the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (eachEmployer shall, until such time as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible for Medicare, or some similar health care coverage provided by state or federal governments, or eligible to receive participate in or be covered by the severance benefits provided health plans of any employer other than the Employer, pay on the Executive’s behalf, or reimburse the Executive, for the cost of COBRA premiums incurred by this Section 4.4(a), the Executive shall not be eligible for his individual health coverage for the twelve (12) months following Termination of Employment (with any additional amounts incurred to receive severance benefits under any other Company plan, policy, or agreement.procure family coverage being the sole responsibility of the

Severance. (a) Subject to Section 6(b) below, if Executive’s employment is terminated prior to the Executive's continued compliance with his obligations under this Agreement, end of the Term by the Company without Cause or by Executive for Good Reason, Executive shall have no obligation be entitled to the Executive other than: receive a severance payment equal to (i) the payment 12 months of the Executive's earned Base Salary, and unpaid compensation through the effective date of such termination; (ii) 75% of the target Annual Bonus for the compensation year in which such termination occurs. Such severance payment of any deferred bonusshall be paid in 12 equal monthly payments commencing with the first payroll following such termination, subject provided the Executive has executed and delivered to the provisions Company, and has not revoked a general release of the Company, its parents, subsidiaries and affiliates and each of its officers, directors, employees, agents, successors and assigns, and such other persons and/or entities as the Company may determine, in a form reasonably acceptable to the Company. Such general release shall be delivered on or about the date of termination and must be executed within fifty-five (55) days of termination. (b) If Executive’s employment is terminated prior to the end of the Term by the Company without Cause or by Executive for Good Reason, and such termination occurs within six (6) months prior to a Change in Control or within twelve (12) months after the Change in Control, Executive shall be entitled to receive, in addition to any severance pursuant to Section 6(a) above, an additional 12 months of Executive’s Base Salary, and an additional 25% of the target Annual bonus. (c) Notwithstanding the foregoing, (i) any payment(s) of “nonqualified deferred compensation” (within the meaning of Section 409A of the CodeCode and the regulations and official guidance issued thereunder (“Section 409A”)) that is/are required to be made to Executive hereunder as a “specified employee” (as defined under Section 409A) as a result of such employee’s “separation from service” (within the meaning of Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid upon expiration of such six (6) month delay period; and (iiiii) for purposes of any such payment that is subject to Section 409A, if the Executive’s termination of employment triggers the payment of an amount equal “nonqualified deferred compensation” hereunder, then the Executive will not be deemed to have terminated employment until the Executive incurs a “separation from service” within the meaning of Section 409A. (d) If Executive's employment is terminated prior to the sum end of the Executive's annual Base Salary plus Term by the Executive's Maximum Bonus Amount (as Company without Cause or by Executive for Good Reason, and if Executive is eligible for and elects to continue to participate in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan ’s medical and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's dental benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii)programs pursuant to COBRA, the Company shall will continue to pay the same portion of Executive's medical and dental insurance premiums under COBRA as during active employment (for Executive a lump sum cash amount equal to and eligible spouse and dependents) until the product of earlier of: (x1) 12 months from Executive's cessation from employment; or (2) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance for medical and/or dental insurance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementfrom another employer.

Severance. Subject (a) If the Company terminates Employee’s employment with the Company without Cause in accordance with Section 6(c) prior to the Executive's continued compliance with his obligations under this Agreementexpiration of the Initial Term, the Company shall have no obligation pay Employee a severance payment an amount equal to twelve months of Employee’s Base Salary as in effect on the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to subsections (c), (d), and (e). (b) If during the provisions Term of this Agreement there is a CC Termination upon a Change in Control or within one year thereafter, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 409A of the Code; (iii7(a)) the payment of payable in a lump sum in cash in an amount equal to the sum of of: (i) the Executive's annual Employee’s Base Salary plus the Executive's Maximum Bonus Amount (as in effect as on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of terminationsuch CC Termination), 50% of which shall be paid and (ii) the Employee’s Average Annual Bonus, subject to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; subsections (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(bc), (cd) and (de). (c) Subject to Section 7(c), any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (v60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Severance Payment will be made on the Company's Supplemental Executive Retirement Plan ’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and (vi) executive outplacement benefits, except agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as otherwise required by law or Exhibit B by the terms of 45th day following the Company's benefit plans Employee’s separation from service and not revoking the release within the seven (excluding severance plans); PROVIDED7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, that the Severance Payment will be paid in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal second calendar year. Employee’s right to the product Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum this Agreement. If Employee breaches any of the Executive's annual base salary and the Executive's target bonus amount (eachhis obligations in Sections 8-11 of this Agreement, as in effect as of he will immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned return to the Company in exchange for a refund any portion of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect Severance Payment that has been paid to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal him pursuant to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement7.

Severance. Subject to (a) Except as otherwise provided in Section 8, if the Executive's continued compliance ’s employment hereunder is terminated during the Employment Term (1) by the Company other than for Cause and not due to disability (as determined in the good faith discretion of the Board), death or expiration of the Employment Term following notice by the Company not to extend the Employment Term in accordance with his obligations under this AgreementSection 3, or (2) by the Executive for Good Reason, the Company Executive shall have no obligation be entitled to the Executive other than: receive as severance (subject to Section 9): (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum Executive’s base salary as in effect immediately prior to the date of the Executive's annual Base Salary plus ’s termination of employment for the period of twenty-four (24) months, payable, commencing no later than sixty (60) days following such termination, in equal installments in accordance with the Company’s payroll procedures during the twenty-four (24) month period following the date of the Executive's Maximum Bonus Amount ’s termination (such twenty-four (24) month period, the “Severance Period”); (ii) continued medical and dental benefits described in Section 4(c) for the Severance Period, at the same rate of employee and Company shared costs of such coverage as in effect as from time to time for active employees of the date Company; and (iii) a pro rata portion (based on the number of days the Executive was employed by the Company during the calendar year of termination), 50% ) of which shall be paid to any annual incentive bonus otherwise payable in accordance with Section 4(b)(1) for the Executive upon the first business day following the six month anniversary of the date year of termination of employment and the remainder of Executive’s employment, payable no earlier than the date on which shall be such bonus, if any, would have been paid to under the Executive in equal installments each month thereafter for six months; (iv) treatment applicable plan or policy of the New Parent Restricted Shares (andCompany absent such termination of employment, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A but no later than March 15 of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months calendar year immediately following the Closing, (A) in lieu calendar year of the benefit set forth such termination. With respect to any such continued medical and dental benefits described in clause (iii)ii) of the first sentence of this Section 7 for which the Executive is eligible, (I) if the Company cannot continue such benefits, the Company shall pay the Executive for the cost of such benefits; (II) such benefits shall be discontinued in the event the Executive becomes eligible for similar benefits from a lump sum cash amount equal successor employer (and the Executive’s eligibility for any such benefits shall be reported by the Executive to the product of Company); and (xIII) the multiple set forth Executive’s period of “continuation coverage” for purposes of Section 4980B of the Code shall be deemed to commence on ATTACHMENT 1 and (y) the sum date of the Executive's annual base salary and ’s termination of employment. (b) For purposes of this Agreement, except as otherwise provided in Section 8, “Good Reason” shall mean the occurrence, without the Executive's target bonus amount ’s consent, of any of the following events: (each, as i) an action by the Company resulting in effect as a material adverse change in the Executive’s reporting responsibilities or a material diminution in the Executive’s duties or direct reports; or (ii) a material breach of immediately prior any material provision of this Agreement by the Company (which is not in connection with the termination of the Executive’s employment for Cause or due to the ClosingExecutive’s Disability); provided, (B) in lieu however, that the occurrence of the benefit set forth any event described in clause (ivi) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to or (ii) of this Section 7(b) may only constitute Good Reason if the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld relevant circumstances or conditions are not remedied by the Company in connection with any Section 83(bwithin thirty (30) election made days after receipt by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary Company of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of written notice thereof from the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.

Severance. (a) Subject to the Executivelimitations set forth in Section 13, if the Employee's continued compliance with his employment is terminated by the Subsidiary without Substantial Cause (including, without limitation, upon termination of this Agreement following notice thereof by the Company or the Subsidiary pursuant to Section 3 hereof) or by the Employee for Good Reason, then, without further liability of the Subsidiary or the Company, except for their obligations pursuant to this Section 10(a) and their obligations to pay or provide any salary and expenses accrued to the termination date, any unpaid bonus referred to in Section 4(b) hereof, any Closing Bonus (whether payable before or after such termination of employment) pursuant to Section 4(c) hereof, and such rights and benefits of participation of or in respect of the Employee under this Agreementemployee benefit plans, programs and arrangements of the Company, the Company shall have no obligation to Subsidiary and their Affiliates, in accordance with the Executive other than: terms and provisions of such plans, programs and arrangements, (i) the payment of Employee shall be entitled to severance compensation for the Executive's earned and unpaid compensation through the effective date of Severance Period (as hereinafter defined) following any such termination, payable in equal monthly installments, subject to withholding and other applicable taxes, at an annual rate equal to the Employee's base salary for the year of termination, as such annual rate is increased from year to year in accordance with Section 4(a) hereof; (ii) as additional severance compensation following any such termination, the payment of any deferred bonus, subject Employee shall be entitled to the provisions bonus compensation referred to in Section 4(b) hereof for the Severance Period, payable as and when ordinarily determined for the applicable year, with a bonus not less than seventy-five percent (75%) of Section 409A his rate of annual base salary in effect for the Codeyear of termination; (iii) the payment of an amount equal to Employee and the sum of the ExecutiveEmployee's annual Base Salary plus the Executive's Maximum Bonus Amount spouse and Dependent Children (as in effect as of the date of termination), 50% of which hereinafter defined) shall be paid entitled to the Executive upon the first business day following the six month anniversary of medical and dental benefits as provided immediately prior to the date of termination of employment and the remainder of which shall continue for the Severance Period (which benefits shall be paid terminated sooner to the Executive extent provided by another employer and shall be subject to coordination with Medicare payments in equal installments each month thereafter for six monthsaccordance with the terms of the applicable benefit plan); (iv) treatment of the New Parent Restricted Shares (andEmployee shall be entitled to receive, during the Severance Period, the benefits described in Section 4(d) hereof and the automobile rights and perquisites described in Section 4(e) hereof, PROVIDED, HOWEVER, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject any such benefit is not available to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.the

Severance. Subject 6.1 In the event of a termination of the Executive’s employment by the Company for Cause, by the Executive without Good Reason, due to the expiration of the Term or as a result of the Executive’s death, the Executive shall be entitled to (i) his Base Salary earned but unpaid through and including the date of the termination of his employment, (ii) any unpaid bonus that is earned and accrued for any completed Fiscal Year, and (iii) any benefits or payments to which the Executive is entitled under any Company plan, program, agreement, or policy (collectively, “Accrued Amounts”). 6.2 In the event the Executive’s employment is terminated as a result of a Change in Control (as defined below) as determined by the Board in its sole discretion, by the Company without Cause (which does not include termination due to expiration of the Term) or by the Executive for Good Reason during the Term, the Executive shall be entitled to the Accrued Amounts and, subject to the Executive's continued compliance with his obligations under this Agreement’s signing, returning to the Company and not revoking a release of claims for the benefit of the Company, in the form provided by the Company (the “Release”), the Executive shall be entitled to receive, and the Company shall be obligated to provide, the following severance benefits; provided, that, if the Executive should fail to execute such Release within 45 days following the later of (i) the Executive’s date of termination or (ii) the date the Executive actually receives an execution copy of such Release (which shall be delivered to the Executive within five (5) calendar days following the Executive’s termination date), the Company shall not have no obligation any obligations to provide the severance payments contemplated under this Section 6.2: (a) Payment to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum lesser of (i) 2.99 times the Base Salary in the year of such termination or (ii) the amount of Base Salary owed to the Executive for the remainder of the Executive's annual Base Salary plus Term, in a lump sum within sixty (60) days following the Executive's Maximum termination date; (b) Payment to the Executive of an amount equal to one hundred percent (100%) of the Bonus Amount opportunity actually earned for the year prior to the year of termination, if any; this amount shall be paid in a lump sum within sixty (60) days following the termination date; (c) The same level of health (i.e. medical, vision and dental) coverage and benefits as in effect for the Executive on the day immediately preceding the day of termination of employment; provided, however that (i) the Executive constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the date Code; and (ii) the Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of termination1985, as amended (“COBRA”), 50% of which within the time period prescribed pursuant to COBRA. The Company shall be paid continue to provide the Executive upon with such health coverage until the first business day following earlier of (A) the six month anniversary date the Executive is no longer eligible to receive continuation coverage pursuant to COBRA, or (B) twelve (12) months from the termination date; and (d) The vesting of the Option will accelerate on the date of termination as to that number of employment and the remainder of which shall be paid to shares that would have become vested if the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or had remained employed by the terms of Company until the Company's benefit plans date twelve (excluding severance plans); PROVIDED, that in the event that such termination is within six 12) months following the Closing, (A) in lieu termination date. For avoidance of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a)doubt, the Executive shall not be eligible entitled to receive any severance benefits under any other pursuant to this Section 6.2 if his employment is terminated by the Company planfor Cause, policy, by the Executive without Good Reason or agreementdue to the Executive’s death or the expiration of the Term.

Severance. Subject In exchange for Executive’s agreement to be bound by the terms of this Release, including, but not limited to, the release of claims in Section 3, and subject to the occurrence of the Effective Date as provided in Section 1(a), Executive shall be entitled to receive the following, which shall be the exclusive severance benefits to which Executive is entitled, unless Executive has failed to comply with the provisions of this Release, in which case the last sentence of Section 4 shall apply: (i) A cash payment in the amount of $292,916.55, representing twelve (12) months’ base salary, payable in a lump sum on the sixtieth (60th) day following the Separation Date; plus (ii) A cash payment in the amount of $87,874.97, representing Executive's continued compliance with his obligations ’s 2019 annual bonus, payable in a lump sum on the sixtieth (60th) day following the Separation Date; plus (iii) For the period beginning on the Separation Date and ending on the date which is twelve (12) full months following the Separation Date (or, if earlier, (x) the date on which the applicable continuation period under this AgreementCOBRA expires, or (y) the date Executive becomes eligible to receive the equivalent or increased healthcare coverage from a subsequent employer) (such period, the “COBRA Coverage Period”), the Company shall have no obligation either, at its option, (1) pay directly or (2) reimburse Executive, for the costs associated with continuation coverage pursuant to COBRA for Executive and his eligible dependents who were covered under the Company’s health plans as of the Separation Date (provided that Executive shall be solely responsible for all matters relating to his continuation of coverage pursuant to COBRA, including, without limitation, his election of such coverage and his timely payment of premiums). If (x) any plan pursuant to which such benefits are provided is not, or ceases prior to the Executive other than: (i) the payment expiration of the Executive's earned and unpaid compensation through period of continuation coverage to be, exempt from the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions application of Section 409A of the Code; Code under Treasury Regulation Section 1.409A-1(a)(5), or (iiiy) the payment Company is otherwise unable to continue to cover Executive under its group health plans under applicable law or the terms of such plans, then, in either case, the Company shall instead pay to Executive an amount equal to the sum of monthly plan premium payment for Executive and his eligible dependents who were covered under the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect Company’s health plans as of the date of termination), 50% of which shall be paid Separation Date (calculated by reference to the Executive upon the first business day following the six month anniversary Executive’s premiums as of the date of termination of employment and Separation Date) as currently taxable compensation in substantially equal monthly installments over the remainder of which shall be paid to COBRA Coverage Period (or the Executive in equal installments each month thereafter for six monthsremaining portion thereof); plus (iv) treatment of In the New Parent Restricted Shares event a Company Transaction (as defined in the Employment Agreement) occurs within fifty-nine (59) days following the Separation Date, the additional benefits set forth below (and, for the avoidance of doubt, if applicablea Company Transaction does not occur within such time period, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive the additional severance benefits under any other described in this clause (iv)): (A) An additional cash payment in the amount of Executive’s full target bonus for the year in which the Company planTransaction occurs, policypayable in a lump sum on the sixtieth (60th) day following the Separation Date; plus (B) The vesting and/or exercisability of each of Executive’s outstanding stock options shall be automatically accelerated and deemed vested and exercisable as of the Separation Date. Except as modified above, or agreementExecutive’s stock options shall continue to be governed by the terms and conditions of the stock option agreements and the Company’s equity plan pursuant to which such stock options were granted. The foregoing benefits shall be the exclusive benefits to which Executive is entitled in connection with his termination of employment, unless Executive has failed to comply with the provisions of this Release, in which case the last sentence of Section 4(a) shall apply.

Severance. Subject (a) If the Company terminates Employee’s employment with the Company without Cause in accordance with Section 6(c) prior to the Executive's continued compliance with his obligations under this Agreementexpiration of the Initial Term, the Company shall have no obligation to the Executive other than: (i) the pay Employee a severance payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum twelve months of the Executive's annual Employee’s Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of on the date of termination), 50% of which shall be paid subject to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), subsections (c) and (d); . (vb) If during the Term of this Agreement there is a CC Termination, then the Employee will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Employee under Company plans in which Employee is a participant, but without duplication for any amounts due to Employee pursuant to Section 7(a)) payable in a lump sum in cash in an amount equal to the sum of: (i) the Employee’s Base Salary in effect on date of such CC Termination (or, if greater, the highest Base Salary in effect during the three year period ending on the date of such CC Termination), and (ii) the Employee’s Average Annual Bonus, subject to subsections (c) and (d). (c) Any severance payment payable to Employee pursuant to this Section 7 (a “Severance Payment”) will be made in a lump sum within sixty (60) days after the provisions date Employee’s employment is terminated giving rise to such Severance Payment pursuant to Section 7(a) or (b); provided that Employee executes and delivers the release contemplated by Section 7(d) and such release becomes effective and irrevocable. If such sixty (60) day period spans two calendar years, the Severance Payment will be made in the second calendar year. However, if Employee is a “specified employee” as defined in regulations under Section 409A of the Code and the Severance Payment constitutes “nonqualified deferred compensation” that is subject to Section 409A of the Code, immediate payout of benefits previously accrued under the Severance Payment will be made on the Company's Supplemental Executive Retirement Plan ’s first payroll payment date that is more than six (6) months the Severance Payment is otherwise payable pursuant to this Agreement. (d) Employee acknowledges and (vi) executive outplacement benefits, except agrees the Severance Payment to which the Employee is entitled under this Section 7 is conditioned upon and subject to the Employee’s executing and delivering the general release of claims in the form attached hereto as otherwise required by law or Exhibit B by the terms of 45th day following the Company's benefit plans Employee’s separation from service and not revoking the release within the seven (excluding severance plans); PROVIDED7) days after executing and delivering the release. If such forty-five (45) day period plus the seven (7) day revocation period spans two calendar years, that the Severance Payment will be paid in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal second calendar year. Employee’s right to the product Severance Payment is further conditioned upon Employee’s continued compliance with Sections 8-11 of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum this Agreement. If Employee breaches any of the Executive's annual base salary and the Executive's target bonus amount (eachhis obligations in Sections 8-11 of this Agreement, as in effect as of he will immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned return to the Company in exchange for a refund any portion of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect Severance Payment that has been paid to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal him pursuant to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement7.

Severance. Subject In the event that Employee is subject to an Other Involuntary Termination, Employee shall be entitled to receive severance benefits as follows: (A) severance payments for [twelve (12) months (if Employee is not the CEO)] [eighteen months (18) (if Employee is the CEO)] after the effective date of the termination (for purposes of this Section 2(b)[(i)][(ii)], the “Severance Period”) equal to the Executive's continued compliance base salary which Employee was receiving immediately prior to the Other Involuntary Termination, which payments shall be paid during the Severance Period in accordance with his obligations the Company’s standard payroll practices; and (B) payment by the Company of the full cost of the health insurance benefits provided to Employee and Employee’s spouse and dependents, as applicable, immediately prior to the Other Involuntary Termination pursuant to the terms of COBRA or other applicable law through the earlier of the end of the Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under this Agreementapplicable law. The benefits to be provided under Section 2(b)(i)[ and 2(b)(ii)] shall be paid or commence to be paid on the sixtieth (60th) day following Employee’s termination of employment (subject to Employee’s release of claims against the Company as set forth in Section 1(a)). Notwithstanding the foregoing, in the event the Board of Directors concludes in its reasonable judgment that the provision of subsidized COBRA benefits to Employee could cause the Company to become subject to excise tax as a result of the Patient Protection and Affordable Care Act, as amended by the Healthcare Reform Act, the Company shall have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an pay Employee a monthly amount in cash equal to the sum amount of the Executive's annual Base Salary plus COBRA subsidy during the Executive's Maximum Bonus Amount (as in effect period the Company is obligated to provide subsidized COBRA benefits to Employee. In addition, Employee shall receive payment(s) for all salary, bonuses and unpaid vacation accrued as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of Employee’s termination of employment and the remainder up to three (3) months of which shall be paid outplacement services not to the Executive exceed $5,000 per month (with a provider and in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under a program selected by the Company's Supplemental Executive Retirement Plan and , provided Employee commences such services within ninety (vi90) executive outplacement benefits, except as otherwise required by law or by the terms days of the Company's benefit plans (excluding severance plansEmployee’s Other Involuntary Termination date); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.

Severance. Subject 6.1 In the event of a termination of the Executive’s employment by the Company for Cause, by the Executive without Good Reason, due to the expiration of the Term or as a result of the Executive’s death, the Executive shall be entitled to (i) his Base Salary earned but unpaid through and including the date of the termination of his employment, (ii) any unpaid bonus that is earned and accrued for any completed Fiscal Year, and (iii) any benefits or payments to which the Executive is entitled under any Company plan, program, agreement, or policy (collectively, “Accrued Amounts”). 6.2 In the event the Executive’s employment is terminated as a result of a Change in Control (as defined below) as determined by the Board in its sole discretion, by the Company without Cause (which does not include termination due to expiration of the Term) or by the Executive for Good Reason during the Term, the Executive shall be entitled to the Accrued Amounts and, subject to the Executive's continued compliance with his obligations under this Agreement’s signing, returning to the Company and not revoking a release of claims for the benefit of the Company, in the form provided by the Company (the “Release”), the Executive shall be entitled to receive, and the Company shall be obligated to provide, the following severance benefits; provided, that, if the Executive should fail to execute such Release within 45 days following the later of (i) the Executive’s date of termination or (ii) the date the Executive actually receives an execution copy of such Release (which shall be delivered to the Executive within five (5) calendar days following the Executive’s termination date), the Company shall not have no obligation any obligations to provide the severance payments contemplated under this Section 6.2: (a) Payment to the Executive other than: of an amount equal to the lesser of (i) 2.99 times the Base Salary in the year of such termination or (ii) the amount of Base Salary owed to the Executive for the remainder of the Term, in twenty-four (24) monthly payments, beginning within sixty (60) days following the termination date; (b) Payment to the Executive of an amount equal to one hundred percent (100%) of the Bonus opportunity actually earned for the year prior to the year of termination, if any; this amount shall be paid in twenty-four (24) monthly payments, beginning within sixty (60) days following the termination date; (c) The same level of health (i.e. medical, vision and dental) coverage and benefits as in effect for the Executive on the day immediately preceding the day of termination of employment; provided, however that (i) the payment Executive constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Executive's earned Code; and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject Executive elects continuation coverage pursuant to the provisions Consolidated Omnibus Budget Reconciliation Act of Section 409A 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide the Executive with such health coverage until the earlier of (A) the date the Executive is no longer eligible to receive continuation coverage pursuant to COBRA, or (B) twelve (12) months from the termination date; and (d) The vesting of the CodeOption will accelerate on the date of termination as to that number of shares that would have become vested if the Executive had remained employed by the Company until the date twelve (12) months following the termination date. For avoidance of doubt, the Executive shall not be entitled to any severance benefits pursuant to this Section 6.2 if his employment is terminated by the Company for Cause, by the Executive without Good Reason or due to the Executive’s death or the expiration of the Term; provided that, in the event that the Executive’s employment is terminated by the Company for Cause or is terminated by the Executive without Good Reason (iii) a “Discretionary Severance Event”), the payment of Board (without the Executive’s participation), in its sole and absolute discretion, may choose to pay the Executive an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as payments referred to in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (csubsections 6.2(a) and (d); b) above, payable in twenty-four (v24) subject monthly payments, beginning within sixty (60) days following the termination date. Notwithstanding anything in this Section 6.2 to the provisions of Section 409A of the Codecontrary, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such the 60 day post-termination is within six months following period, during which the Closingpayments referred to in subsections 6.2(a) and (b) above are required to be made, (A) begins in lieu one taxable year of the benefit set forth Executive and ends in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum second taxable year of the Executive's annual base salary , the payments referred to in subsections 6.2(a) and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (Bb) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares above shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that second taxable year (and within such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination60 day period). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.

Severance. Subject to the ExecutiveIf Employee's continued compliance with his obligations under this Agreement, employment is terminated by Employee or the Company shall have for any reason or no obligation reason after December 31, 1997, Employee will be entitled to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through receive on the effective date of such termination; termination of Employee's employment (iithe "Termination Date"), cash compensation equal to six (6) months of Employee's base salary (the payment of any deferred bonus, subject "Initial Severance Payment"). In addition to the provisions of Section 409A of Initial Severance Payment, on the Code; (iii) Termination Date, the payment of Company will deposit an amount equal to six (6) months of Employee's base salary in escrow (the sum of "Escrow Deposit") with a financial institution pursuant to an escrow agreement in form reasonably acceptable to Employee and the Executive's annual Base Salary plus Company. If Employee has not obtained new employment within the Executive's Maximum Bonus Amount six (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day 6) month period immediately following the six Termination Date, then the Escrow Agent will distribute to Employee monthly, commencing on the seventh (7th) month anniversary of the date Termination Date and ending on the twelfth (12th) month anniversary of termination the Termination Date (the "Subsequent Payment Period") an amount equal to one-sixth (1/6th) of employment and the remainder of which Escrow Deposit (the "Subsequent Severance Payments"); provided, that the Subsequent Severance Payments shall be paid reduced, on a dollar for dollar basis, to the Executive extent Employee receives compensation for services rendered to another person or entity during the Subsequent Payment Period (the "Offset Amounts"). The Offset Amounts, if any, shall be distributed by the Escrow Agent to the Company. Notwithstanding the foregoing, in equal installments each month thereafter the event that the severance and other benefits provided for six months; (iv) treatment in this Agreement to Employee constitute "parachute payments" within the meaning of Section 280G of the New Parent Restricted Shares (Code and, if applicablebut for this Section 5, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) would be subject to the provisions of excise tax imposed by Section 409A 4999 of the Code, immediate payout the aggregate amount of such payments and benefits previously accrued payable pursuant to this Section 5 shall be reduced such that the present value thereof (as determined under the CompanyCode and the applicable regulations) is equal to 2.99 times the Employee's Supplemental Executive Retirement Plan and (vi"base amount" as defined in Section 280G(b)(3) executive outplacement benefits, except as otherwise required by law or by the terms of the CompanyCode. If Employee's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination employment is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), terminated by Employee or the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately for any reason or no reason prior to the Closing)December 31, (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares1997, any Purchased Parent Shares shall Employee will not be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible entitled to receive the any severance benefits provided for by payments pursuant to this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement5.

Severance. Subject to the Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other than: If your employment is terminated (i) by the payment of the Executive's earned and unpaid compensation through the effective date of such termination; Company other than for Cause or (ii) by you for Good Reason (as defined below), in addition to the payment Accrued Amounts and in lieu of any deferred bonuspayments or benefits under any other Company separation policy or program, subject to the provisions of Section 409A of the Code; you will be entitled to: (iiiA) the a payment of an amount equal to the sum of the Executive's annual twelve (12) months of your Base Salary plus twelve (12) months of your Target Annual Bonus Opportunity (the Executive's Maximum Bonus Amount amount of such payment, the “Severance Amount”); and (as B) a payment equal to the premiums that you would pay if you elected continued health coverage under the Company’s health plan for you and your eligible dependents for the twelve (12) month period following the Termination Date, less the applicable active employee rate, which premiums will be calculated based on the rate determined under the COBRA rate in effect as of on the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; Termination Date (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d“Medical Benefit Payment”); (v) subject to provided that any delays in the provisions settlement or payment of such awards that are set forth in the applicable award agreement and that are required under Section 409A of the Internal Revenue Code, immediate payout of benefits previously accrued under as amended (the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii“Code”), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount Treasury Regulations thereunder (each, as “Section 409A”) shall remain in effect as of immediately prior effect. The Company’s obligations to make the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return payments and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and provide the benefits set forth in clause (A) and (B) in the immediately preceding proviso, this Section 3(b) shall be conditioned upon your continued compliance with your obligations under Section 4 below and your execution and nonrevocation of a release of claims in favor of the Company and its affiliates in a form provided by the Company (“Release”). Notwithstanding any provision to the contrary herein (other than the provisions of Section 7 below), and without limitation of any remedies to which the Company may be entitled, (I) the Severance Amount shall pay be paid in installments in accordance with the Executive over Company’s regular payroll practices during a 24-twelve (12) month period in equal monthly installments commencing within sixty (60) days following the product of Termination Date (x) two with the first such payment to include all installment amounts from the Termination Date), and (yII) the Medical Benefit Payment shall be paid in a lump sum of within sixty (60) days following the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event Termination Date; provided that the Executive Release is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementeffective.

Severance. Subject (a) Upon termination of Executive’s employment with the Company (including election not to extend the term of this Agreement pursuant to Section 1 above) by the Company without Cause (as defined below) or upon Executive’s resignation from employment (including election not to extend the term of this Agreement pursuant to Section 1 above) for Good Reason (as defined below), in each case contingent upon Executive’s execution, non-revocation, and delivery of a Confidential Severance and Release Agreement in a form substantially similar to Exhibit A of this Agreement (the “Release Agreement”), Executive shall be entitled to the following: (i) a lump sum severance payment in an amount equal to two (2) months of the Base Salary in effect immediately prior to Executive's ’s last date of employment, less applicable withholdings and deductions; and (ii) if Executive elects to receive continued compliance with his healthcare coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall directly pay, or reimburse Executive for, the COBRA premiums for Employee and Employee’s covered dependents during the period commencing on Executive’s termination and ending upon the earliest of (A) twelve (12) months following the date of termination, (B) the date that Executive and/or Executive’s covered dependents become no longer eligible for COBRA or (D) the date Executive and Executive’s covered dependents become eligible to receive healthcare coverage from Executive’s subsequent employer. (b) The Company’s obligations under this Section 6.2 are subject to the requirements and time periods set forth in this Section 6.2 and in the Release Agreement. Prior to receiving the payments described in this Section 6.2, Executive shall execute the Release Agreement on or before the date that is seventy-five (75) days after the last day of Executive’s employment. If Executive fails to timely execute and remit the Release Agreement, Executive waives any right to the payments provided under this Section 6.2. The Company will have no further obligations to Executive under this Agreement or otherwise after making payments pursuant to this Section 6.2. Payments under this Section 6.2 shall be made within fifteen (15) days of Executive’s execution and delivery of the Release Agreement, provided that Executive does not revoke the Release Agreement. (c) Executive agrees that payments made pursuant to this Section 6.2 shall constitute the exclusive and sole remedy for any termination of Executive’s employment, and Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The foregoing shall not limit any of Executive’s rights with regard to any rights to indemnification, advancement or payment of legal fees and costs, and coverage under directors and officers liability insurance. (d) Anything in this Agreement to the contrary notwithstanding, the Company shall have no obligation the right to terminate all payments and benefits owing to Executive pursuant to this Section 6.2 upon the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment Company’s discovery of any deferred bonus, subject to the provisions material breach by Executive of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued ’s obligations under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefitsRelease Agreement or Sections 8, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy9, or agreement12 of this Agreement.

Severance. Subject (1) Executive will receive a lump sum severance payment equal to twelve (12) months’ of Executive’s Base Salary, less all required tax withholdings and other applicable deductions, which will be paid no later than the Release Deadline; (2) Executive will be entitled to receive any Cash Bonus earned with respect to the immediately preceding fiscal year, which remains unpaid on the termination date; (3) If Executive elects continuation coverage pursuant to the COBRA for Executive and Executive's ’s eligible dependents, within the time period prescribed pursuant to COBRA, Executive will be eligible for continued compliance with his obligations coverage under the medical plans of the Company, through reimbursement or direct remittance of COBRA premiums, in the Company’s sole discretion, at the Company’s sole expense (at the coverage levels in effect immediately prior to Executive’s termination or resignation) until the earliest of (I) the end of the period referenced in sub-clause (1) of this AgreementSection 3(b)(ii), (II) the maximum period of continuation coverage required under COBRA, or (III) the date upon which Executive and/or Executive’s eligible dependents become covered under similar plans. COBRA reimbursements, if applicable, will be made by the Company shall have no obligation to Executive consistent with the Company’s normal expense reimbursement policy and will be taxable to the extent required to avoid adverse consequences to Executive other than: or the Company under either Code Section 105(h) or the Patient Protection and Affordable Care Act of 2010; (i4) the Executive will receive a lump sum severance payment equal to Executive’s Cash Bonus (calculated based on deemed achievement of the Executive's earned Performance Goals applicable thereto at target levels), less all required tax withholdings and unpaid compensation through other applicable deductions, which will be paid no later than the effective date Release Deadline; (5) All of such termination; (ii) the payment of any deferred bonus, then unvested shares subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the all time-based stock options and other time-based equity-based awards held by Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (will immediately vest and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b)become exercisable upon the date of such termination, (c) and (d); (v) which shall otherwise remain subject to their terms; and (6) With respect to any unvested shares subject to an equity award held by Executive that is subject to performance-based vesting, the treatment with respect to each such equity award will be subject to, and governed by, the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following award agreement evidencing each such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementequity award.

Severance. Subject If the Employment Period ends as a result of either (A) Executive’s employment by the Company being terminated by the Company without Cause (as defined in Section 4(d)) or (B) Executive resigning from Executive’s employment by the Company for Good Reason (as defined in Section 4(d)), then, subject to the Executive's continued compliance with his obligations under this AgreementSection 4(c) hereof, the Company shall have no obligation shall, in addition to paying Executive any amounts due and payable pursuant to Section 4(a), pay or provide Executive with the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonusfollowing, subject to the provisions of Section 409A of the Code; 11 hereof: (iiii) the payment of an amount equal to the lesser of (A) $1,000,000 and (B) the sum of the (x) Executive's ’s annual Base Salary plus in effect on the Executive's Maximum Employment Termination Date and (y) the average of the Year End Bonuses (if any) paid to Executive for the two calendar years preceding the Employment Termination Date, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect (such lesser amount, the “Cash Severance”) (provided that, notwithstanding the foregoing, if the Employment Termination Date occurs prior to Executive having received a Year End Bonus Amount for calendar year 2014, then the Cash Severance shall be $1,000,000), with fifty percent (50%) of the Cash Severance payable to Executive in a lump sum as soon as reasonably practical after the date of which the General Release (as defined in effect Section 4(c)) is signed and delivered by Executive and has become irrevocable (the “General Release Effective Date”) and the remaining 50% of the Cash Severance payable to Executive in twelve equal monthly installments commencing as soon as reasonably practical after the General Release Effective Date; provided that if the Employment Termination Date occurs during the 365 day period commencing on the occurrence of a Change in Control (as defined in the LCC Omnibus Incentive Plan) or if, as of the date of termination)the Employment Termination Date, 50% of which LCC Corporation has previously entered into a definitive binding agreement with a buyer that would result in a Change in Control and such definitive binding agreement remains in effect, then the Cash Severance shall be paid to Executive in a lump sum as soon as reasonably practical after the Executive upon General Release Effective Date, further provided that such lump sum payment does not result in a violation of Code Section 409A; and further provided that to the extent that the payment of any Cash Severance constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first business sixty (60) days following the Employment Termination Date shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following the six month anniversary Employment Termination Date and shall include payment of any amount that was otherwise scheduled to be paid prior thereto and provided further that if the Employment Termination Date occurs after Executive having received a Year End Bonus for calendar year 2014 and prior to Executive having received a Year End Bonus for calendar year 2015, the reference to “the average of the date Year End Bonuses (if any) paid to Executive for the two calendar years preceding the Employment Termination Date, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect” as contemplated in subclause (B)(y) above shall be replaced with “the greater of termination (X) Executive’s Year End Bonus for calendar year 2014, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect, and (Y) Executive’s target Year End Bonus for calendar year 2015 (with such target Year End Bonus being as determined by the Compensation Committee, in consultation with the Chief Executive Officer)”; and (ii) a pro-rata portion (determined by multiplying the amount of employment Executive’s target Year End Bonus for the year in which the Employment Termination Date occurs by a fraction, the numerator of which is the number of days that Executive is employed by the Company during the calendar year in which the Employment Termination Date occurs and the remainder denominator of which shall be paid to is 365) of Executive’s target Year End Bonus for the Executive in equal installments each month thereafter for six months; calendar year (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefitswith such target Year End Bonus being, except as otherwise required by law or expressly specified in Section 3(d) hereof, as reasonably determined by the terms Compensation Committee, in consultation with the Chief Executive Officer, based on the Ladder Companies’ performance as of the Employment Termination Date relative to the hurdles set) in which the Employment Termination Date occurs payable at the same time performance bonuses for such calendar year are paid to other senior executives of the Company's benefit plans ; provided that, notwithstanding the foregoing, in no event will any such pro-rata Year End Bonus determined pursuant to this clause (excluding severance plansii) exceed an amount equal to $1,000,000 minus the amount of Cash Severance; and if the amount of Cash Severance is equal to $1,000,000 then no pro rata Year End Bonus will be payable pursuant to this clause (ii); PROVIDED, that in the event that such termination is within six months following the Closing, and (iii) subject to (A) in lieu Executive’s timely election of continuation coverage under the benefit set forth in clause Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (iii“COBRA”), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu Executive’s continued copayment of premiums at the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.same level

Severance. (a) Subject to Section 7.1(a) and Section 7.2(b), during the Executive's continued applicable Post-Closing Protected Period, the Buyer shall, or shall cause an Affiliate to, provide any Transferred Employee located in the United States who experiences a termination of employment by or with the Buyer or its applicable Affiliate under circumstances that entitle or would have entitled such Transferred Employee to severance benefits under the applicable severance plan of the applicable Seller Entity effective immediately prior to the date hereof and set forth on Schedule 7.2 (each, a “Seller Severance Plan”) (such termination, a “Qualifying Termination”), with cash severance benefits no less favorable than those set forth in such applicable Seller Severance Plan that would apply in the event of a termination of employment “In Connection with a Change in Control” (as defined in the applicable Seller Severance Plan) (the “Specified Severance Benefits”), with all such cash severance benefits to be conditioned upon execution by such Transferred Employee of a valid release of claims for the benefit of the Seller and the Buyer (or an applicable Affiliate of the Buyer), on a form reasonably acceptable to the Seller and the Buyer. The Buyer shall provide the Seller with notice of all Qualifying Terminations and provide documentation of compliance with his obligations under this Section 7.2, including copies of executed releases of claims, within sixty (60) days of each such Qualifying Termination. Notwithstanding anything to the contrary in this Agreement, the Company provision of severance benefits pursuant to this Section 7.2 shall have no obligation exclude any entitlements or obligations to accelerate the vesting of any equity or equity-based awards of the Buyer then-held by the applicable Transferred Employee. (b) Notwithstanding anything to the Executive other than: contrary in Section 7.1(a), the Seller shall reimburse the Buyer and its Affiliates for the aggregate Specified Severance Benefits and the employer-portion of taxes associated therewith, payable to or for the benefit of any Transferred Employees (except for the employees set forth on Schedule 1.1(i)) who experience a Qualifying Termination during the first [***] of the applicable Post-Closing Protected Period (the “Seller-Covered Qualifying Termination Period” and a Qualifying Termination during the Seller-Covered Qualifying Termination Period, a “Seller-Covered Qualifying Termination”). In connection with the foregoing, (i) within thirty (30) days following the payment Seller-Covered Qualifying Termination Period, the Buyer shall provide to the Seller an invoice setting out the aggregate Specified Severance Benefits and the employer-portion of taxes associated therewith, payable as a result of all Seller-Covered Qualifying Terminations (the Executive's earned “Seller Reimbursement Amount”), and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to Seller shall reimburse Buyer for the provisions of Section 409A of the Code; Seller Reimbursement Amount within forty-five (iii45) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following receipt of such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementinvoice.

Severance. Subject In the event that, prior to the Executive's continued compliance end of the Specified Period, (a) the Succession Plan does not occur in accordance with his obligations under this the Merger Agreement and you resign in accordance with the notice and timing procedures for Constructive Discharge in your Employment Agreement or (b) you experience a termination of your employment without Cause (as defined in your Employment Agreement) or by reason of Constructive Discharge (as defined in your Employment Agreement, the Company shall have no obligation but subject to the Executive other than: section entitled “Waiver of Constructive Discharge” below) (each such termination of employment in clauses (a) and (b), a “Qualifying Termination”), you will be entitled to receive (i) the payment of the Executive's any annual bonus or long-term incentive award earned and unpaid compensation through the effective date of such termination; or accrued for a prior performance period that has not yet been paid, (ii) the payment greater of any deferred bonus, subject to the provisions of Section 409A of the Code; (iiiA) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and x) your then applicable base salary through the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; Specified Period and (ivy) treatment annual performance bonuses (based on your then most recent annual performance bonus) that would have been earned or accrued during the remainder of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) Specified Period and (d); (vB) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash an amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's your then applicable annual base salary and then most recent annual performance bonus, (iii) payment for the Executive's target bonus amount value of the contributions that would have been made to you or for your benefit under all applicable retirement and other employee benefit plans had your employment continued through December 31 of the year in which your termination of employment occurs and (eachiv) continuing coverage under all existing life, health and disability programs for one year following your termination date. In the event you experience a termination of employment due to your death or disability (as described in effect as of immediately prior your Employment Agreement), you will be entitled to receive the Closingamounts specified in (i), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Sharesii)(B), any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and (iv). All amounts under this section will be payable in equal bi-weekly installments commencing on the benefits set forth first regular pay date immediately following the date on which the Release Requirements are satisfied, for the greater of the remainder of the Specified Period or 12 months. In order to satisfy the “Release Requirements”, you must: (1) execute and deliver to the Corporation a separation agreement which includes a release of all claims in clause such form as requested by the Corporation within 22 days following your termination date (Aor any such longer period if required by applicable law and communicated to you) and do not revoke the release during the seven-day period following the execution date (or any such longer period if required by applicable law and communicated to you) and (2) remain in compliance with the restrictive covenants described in the immediately preceding proviso, section entitled “Non-Competition” below. Amounts under this letter agreement that are conditioned on the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum satisfaction of the Executive's annual Base Salary plus Release Requirements will be paid or will commence, if at all, in accordance with the Executive's Maximum Bonus Amount (as terms of this letter agreement but in effect as of the no event later than 75 days following your termination date of termination)and only if such Release Requirements have been satisfied prior to such date. In the event that the Executive 29-day period (or any such longer period if required by applicable law and communicated to you) described in the Release Requirements begins in one calendar year and ends in a second calendar year, any payment that is eligible to receive conditioned on the severance benefits provided for by satisfaction of the Release Requirements shall commence in the second calendar year. For purposes of Code Section 409A, each payment made under this Section 4.4(a), the Executive shall not letter agreement will be eligible to receive severance benefits under any other Company plan, policy, or agreementtreated as a separate payment.

Severance. Subject (i) In the event of any termination of the Executive’s employment for any reason, the Executive (or his estate) shall be entitled to (A) his Base Salary through the date of termination, (B) the value of his accrued but unused vacation and paid time off through the date of termination, (C) except in the case of termination for Cause, any bonus earned in a prior year but not yet paid on the date of termination, (D) reimbursement of all business expenses properly incurred prior to the date of termination consistent with Company policy, and (E) any benefits, including any continuation or conversion rights, provided under any employee benefit plan or policy of the Company (not including any severance, separation pay, or supplemental unemployment benefit plan), in accordance with the terms of such plan or policy (the “Accrued Benefits”). (ii) In the event of termination of the Executive's continued compliance with his obligations under this Agreement’s employment by reason of death or Disability, the Company shall have no obligation pay or provide to the Executive other than: or the Executive’s estate (iA) the payment of Accrued Benefits, (B) the Executive's earned and unpaid compensation through ’s Base Salary, in accordance with its normal payroll practices (but not less frequently than monthly), for a period of six (6) months from the effective date of such termination; , (iiC) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum Executive’s Target Bonus for the fiscal year of termination pro-rated through the date of termination (determined based on the number of days in the calendar year that the Executive is employed by the Company in such year of the Executive's annual Base Salary plus effective date of termination) and paid within thirty (30) days following such termination, and (D) continued health benefits for the Executive's Maximum Bonus Amount Executive and his eligible dependents at the Company’s expense (or such portion thereof as in effect as is then funded by the Company for other employees of the Company), if applicable, for the same period. (iii) In the event of a nonrenewal or termination by the Company pursuant to Section 2 or Section 10(a)(iii), or if the Executive terminates this Agreement during the twelve (12) months after a Change of Control pursuant to Section 10(a)(v), the Company shall (A) pay or provide to the Executive the Accrued Benefits, (B) pay the Executive a pro-rata annual bonus in respect of the fiscal year in which the effective date of termination occurs (determined based on the number of days in the calendar year that the Executive is employed by the Company in such fiscal year of the effective date of termination), 50% with such annual bonus (if any) paid at the same time it would have otherwise been paid absent the Executive’s termination of which shall be paid employment, (C) continue to pay the Executive upon his Base Salary, in accordance with its normal payroll practices (but not less frequently than monthly), and shall continue the first business day following Executive’s, and his eligible dependents’, health insurance benefits at Company’s expense (or such portion thereof as is then funded by the six month anniversary Company for other employees of the Company) for a period of twelve (12) months from the effective date of such termination, and (D) provide the Executive, at the Company’s expense, with senior executive level outplacement services for a period of twelve (12) months from the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (andtermination, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive using a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made reputable provider selected by the Executive with respect to the New Parent Restricted Shares; PROVIDEDCompany’s consent, FURTHERwhich shall not be unreasonably withheld, that in the event provided that such outplacement expenses shall not exceed $25,000 in any event. (iv) Except as expressly provided in this Section 10(b), upon the termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus ’s employment, all payments hereunder shall cease. (v) The payments and benefits described in Sections 10(b)(ii) and 10(b)(iii) are in lieu of, and not in addition to, any other severance arrangement maintained by the Company. The payments and benefits described in Sections 10(b)(ii) and 10(b)(iii), other than the Accrued Benefits, are conditioned on: i. The Executive's Maximum Bonus Amount ’s (as or in effect as the case of Executive’s death, his/her estate’s) execution and delivery to the Company and the expiration of all applicable statutory revocation periods, by the sixtieth (60th) day following the effective date of terminationhis termination of employment, of a general release of claims against the Company and its affiliates substantially in the form attached hereto as Exhibit A (the “Release”). In the event that the Executive is eligible Subject to receive the severance benefits provided for by this Section 4.4(a)11 below, the payments and benefits described in Section 10(b)(ii) and 10(b)(iii) will begin to be paid or provided as soon as administratively practicable after the Release becomes irrevocable, provided that if the sixty (60) day period described above begins in one taxable year and ends in a second taxable year such payments or benefits shall not commence until the second taxable year. ii. The Executive’s continued compliance with the provisions of Sections 5, 6, 7 and 8 of this Agreement. (vi) The Executive shall not be eligible required to receive severance seek or accept other employment, or otherwise to mitigate damages, as a condition to receipt of the benefits under described in Sections 10(b)(ii) and 10(b)(iii), and such benefits shall not be reduced or offset by an amounts received by the Executive from any other Company plansource, policy, or agreementexcept to the extent the Executive’s medical coverage is discontinued by reason of his acquiring other coverage.

Severance. Subject to Except as otherwise provided in Section 8, if the Executive's continued compliance ’s employment hereunder is terminated during the Employment Term, following the Executive’s initial twelve (12) months of employment, by the Company or is terminated due to expiration of the Employment Term following notice by the Company not to extend the Employment Term in accordance with his obligations under this AgreementSection 3, in each case other than for Cause or due to disability (as determined in the good faith discretion of the Board) or death, the Company Executive shall have no obligation be entitled to the Executive other than: receive as severance (subject to Section 9): (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum Executive’s base salary as in effect immediately prior to the date of the Executive's annual Base Salary plus ’s termination of employment for twelve (12) months, payable, commencing no later than sixty (60) days following such termination, in equal installments in accordance with the Company’s payroll procedures during the twelve (12) months following the date of the Executive's Maximum Bonus Amount ’s termination (such twelve-month period, the “Severance Period”); (ii) continued medical and dental benefits described in Section 4(c) for the Severance Period, at the same rate of employee and Company shared costs of such coverage as in effect as from time to time for active employees of the date Company; and (iii) a pro rata portion (based on the number of days the Executive was employed by the Company during the calendar year of termination), 50% ) of which shall be paid to any incentive bonus otherwise payable in accordance with Section 4(b) for the Executive upon the first business day following the six month anniversary of the date year of termination of employment and the remainder of Executive’s employment, payable no earlier than the date on which shall be such bonus, if any, would have been paid to under the Executive in equal installments each month thereafter for six months; (iv) treatment applicable plan or policy of the New Parent Restricted Shares (andCompany absent such termination of employment, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A but no later than March 15 of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months calendar year immediately following the Closing, (A) in lieu calendar year of the benefit set forth such termination. With respect to any such continued medical and dental benefits described in clause (iii)ii) of the first sentence of this Section 7 for which the Executive is eligible, (I) if the Company cannot continue such benefits, the Company shall pay the Executive for the cost of such benefits; (II) such benefits shall be discontinued in the event the Executive becomes eligible for similar benefits from a lump sum cash amount equal successor employer (and the Executive’s eligibility for any such benefits shall be reported by the Executive to the product of Company); and (xIII) the multiple set forth Executive’s period of “continuation coverage” for purposes of Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), shall be deemed to commence on ATTACHMENT 1 and (y) the sum date of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of ’s termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementemployment.

Severance. (a) Subject to Section 12, if the Company terminates the Executive's continued compliance with employment (other than For Cause or as a result of the Executive’s death or Disability) pursuant to Section 10(a), or the Executive terminates his obligations under this Agreement, the employment for Good Reason pursuant to Section 10(b): (i) The Company shall have no obligation (subject to Section 11(b) below): (A) pay or cause to be paid to the Executive other than: a lump-sum payment, within ten (i10) the payment calendar days of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonusTermination Date, subject to the provisions of Section 409A of the Code; (iii) the payment of in an amount equal to the sum of (x) any unpaid Base Pay through the Executive's annual Base Salary plus Termination Date, (y) payment in respect of any accrued but unused paid time off or sick pay, and (z) payment in respect of any business expenses reimbursable under Section 7 of this Agreement that have been incurred but not reimbursed prior to the Executive's Maximum Bonus Amount Termination Date; (as in effect as of the date of termination), 50% of which shall B) pay or cause to be paid to the Executive upon an amount equal to the sum of (I) 100% of the Executive's Base Pay in effect on the Termination Date (or in effect immediately prior to any reduction contemplated by Section 10 (b)(i)(B) hereof, whichever is higher) and (II) $400,000, such sum payable in twelve (12) monthly installments on the Company's last payroll date of each of the first business twelve (12) calendar months commencing immediately following the 60th day following the six month anniversary of the date of termination of employment and the remainder of which shall Termination Date; and (C) pay or cause to be paid to the Executive, under all circumstances, any other compensation or benefits which may be owed or provided to or i n respect of the Executive in equal installments each month thereafter for six months; (iv) treatment accordance with the terms and provisions of any plans or programs of the New Parent Restricted Shares GENBAND Entities (andthe applicable payments under this Section 11 (a) collectively, the "Severance Payment); provided, however , that if applicablethe Executive is a Specified Employee, Purchased Parent Sharesexcept to the extent that any amounts payable to the Executive as a Severance Payment are not treated as deferred compensation under Section 409A, such as, for example, certain payments pursuant to a separation pay plan, the Severance Payment shall not be provided to the Executive until the earlier of (I) as described below in Section 4.4(b), (c) the expiration of the six-month period measured from the Separation from Service Date and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (xII) the multiple set forth on ATTACHMENT 1 and (y) the sum date of the Executive's annual base salary and death. All payments delayed pursuant to this paragraph shall be pa id, with interest thereon calculated at the "prime rate," as quoted from time to time during the relevant period in the Southwest Edition of The Wall Street Journal, on the first day of the seventh month following the Executive's target bonus amount Separation from Service Date (eachor the date of the Executive's death, if earlier), and all remaining payments due pursuant to this Agreement shall be pa id as otherwise provided herein; (ii) The Executive shall be entitled to reimbursement for, or payment by or on behalf of the GENBAND Entities or any successor entities of, the premium cost for such group health plan coverage for which the Executive is entitled under the Consolidated Omnibus Budget Reconciliation Act of 1985 as amended ("COBRA") (and which the Executive properly and timely elects to receive with respect to the Executive or any Qualified Beneficiary (as defined in COBRA) whose continued coverage under such GENBAND Entity group health plan is continued and whose coverage derives from being the spouse or a dependent of the Executive) for so long as the Executive or, as in effect appropriate, such Qualified Beneficiary, remains eligible for continuation coverage as of immediately prior contemplated pursuant to COBRA and the Closing), (B) in lieu relevant group health plan of the benefit set forth in clause GENBAND Entities, but i n no event longer than twelve (iv12) months (such period of continued coverage, the "Continuation Period''). The GENBAND Parties shall at the same time as any such action (including payment of any reimbursement) make any payment that may be necessary to ensure that the Executive's after-tax position with respect to any Purchased Parent Shares, any Purchased Parent Shares health and welfare benefits or cash payments received pursuant to this Section 11(a)(ii) is not worse than the Executive's after-tax position in the event such benefits had been provided to the Executive while he was employed by the Company. Any such reimbursement or in-kind benefits provided under this Agreement shall be returned to made or provided by the Company in exchange for a refund GENBAND Parties on or before the last day of the full purchase price within 30 days Executive's taxable year following such return the taxable year in which the expenses are incurred, and (C) in lieu shall also satisfy all other requirements of the benefit set forth in clause (iv) regulations under Section 409A with respect to any Purchased Parent Sharessuch reimbursements. The amount of any such expenses reimbursed or in-kind benefits provided in one year shall not affect the expenses or in-kind benefits eligible for reimbursement or payment in any subsequent year, and the Executive’s right to such reimbursement or payment of any such expenses will not be subject to liquidation or exchange for any other benefit. Any tax gross-up payment provided under this Agreement shall be made or provided by the GENBAND Parties on or before the last day of the Executive’s taxable year following the taxable year in which the Executive will be paid a lump sum cash amount within 30 days following remits the date related taxes, and shall also satisfy all other requirements of termination of employment equal to any amount withheld by the Company in connection with any regulations under Section 83(b) election made by the Executive 409A with respect to the New Parent Restricted Sharesany such tax gross-ups; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause and (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum If such termination of the Executive's annual Base Salary plus employment occurs within twelve (12) months after a Change in Control, notwithstanding anything to the contrary in any applicable equity award agreement or equity plan, each Equity Award (including, but not limited to, any Equity Awards of Cayman Holdings, including the Class E Shares) granted to the Executive that is outstanding as of the Termination Date shall, without further action, become immediately fully vested, any automatic repurchase rights will fully lapse, and all restrictions with respect thereto shall lapse to the extent such Equity Awards have not otherwise vested, automatic repurchase rights have not lapsed, or any other restrictions with respect thereto have not otherwise lapsed on or prior to the Termination Date. (b) The GENBAND Parties' obligations pursuant to this Section 11 shall be conditioned upon (i) the Executive's Maximum Bonus Amount (as in effect as termination of employment constituting a "separation from service" within the meaning of Section 1.409A-1(h) of the date Department of termination). In Treasury Regulations and (ii) the event that Executive's execution and delivery of a release, in substantially the form attached hereto as Exhibit A, on or prior to the 60th day following the Termination Date, which has not been revoked by the Executive is eligible prior to, and cannot be revoked by the Executive after, such 60th day. Further, for purposes of Section 409A, the Executive's right to receive the severance benefits provided for by installment payments pursuant to this Section 4.4(a)11 shall be treated as a right to receive a series of separate and distinct payments. (c) Notwithstanding any other provision of this Agreement to the contrary, the Executive shall not be eligible to receive severance benefits parties' respective rights and obligations under this Section 11 and under Sections 12 through 30 will survive the expiration of this Agreement, any other Company plan, policy, or agreementexpiration of the Employment Term and the termination of the Executive's employment for any reason whatsoever.

Severance. Subject In the event that Employee is subject to the Executive's continued compliance with his obligations under this Agreementa Change in Control Involuntary Termination, the Company Employee shall have no obligation be entitled to the Executive other thanreceive severance benefits as follows: (iA) the a lump sum cash payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of in an amount equal to two (2) times the sum higher of (1) the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of base salary which shall be paid Employee was receiving immediately prior to the Executive upon Change in Control or (2) the first business day following the six month anniversary of the date of termination of employment and the remainder of base salary which shall be paid Employee was receiving immediately prior to the Executive Change in equal installments each month thereafter for six months; Control Involuntary Termination (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d“Salary Payment”); (vB) subject a lump sum cash payment in an amount equal to two (2) times Employee’s Target Annual Bonus (the “Bonus Payment”); (C) payment by the Company of the full cost of the health insurance benefits provided to Employee and Employee’s spouse and dependents, as applicable, immediately prior to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by Change in Control pursuant to the terms of the Company's benefit plans Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (excluding severance plans“COBRA”) or other applicable law through the earlier of the end of the twenty four (24) month period following the Change in Control Involuntary Termination date or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law; and (D) payment of any earned but unpaid annual bonus for the year immediately preceding the year of termination, to be paid at the time the Company pays bonuses with respect to such year to its executives generally (and in all events between January 1st and March 15th of the calendar year immediately following the calendar year in which such termination of employment occurs). The benefits to be provided under clauses (a)(i) and (a)(ii)(A) and (B) of this section shall be paid on the sixtieth (60th) day following Employee’s termination of employment; PROVIDEDexcept that if a Change in Control occurs after the applicable Change in Control Involuntary Termination, then the Unvested Equity Value Payment, Salary Payment and Bonus Payment shall be payable in a lump sum on the date of such Change in Control. The benefits to be provided under clause (a)(ii)(C) of this section shall be paid on a monthly basis commencing on the sixtieth (60th) day following Employee’s termination of employment, or, if earlier, the next payroll cycle following Employee’s execution of a release of claims against the Company and the expiration of any statutory waiting period (with a catch-up payment covering any payments that would have been made prior to such first payment had such payments commenced on the date of Employee’s termination of employment). In addition, all payments and benefits under Section 2(a)(i) and (ii) (other than the Accrued Benefits) are subject to Employee’s continued compliance with the Restrictive Covenants and release of claims against the Company as set forth in Section 1(a). Notwithstanding the foregoing, in the event the Board of Directors concludes in its reasonable judgment that such termination the provision of subsidized COBRA benefits to Employee is within six months following likely to cause the Closing, (A) in lieu Company to become subject to excise tax as a result of the benefit set forth in clause Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (iiithe “Healthcare Reform Act”), the Company shall pay the Executive Employee a lump sum monthly amount in cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum amount of the Executive's annual base salary and COBRA subsidy during the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to period the Company in exchange is obligated to provide subsidized COBRA benefits to Employee. In addition, Employee shall receive payment(s) for a refund of the full purchase price within 30 days following such return all salary, bonuses and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect unpaid vacation accrued as of the date of terminationEmployee’s termination of employment (the “Accrued Benefits”) and up to three (3) consecutive months of outplacement services not to exceed $5,000 per month (with a provider and in a program selected by the Employee, provided Employee commences such services within ninety (90) days of Employee’s Change in Control Involuntary Termination date). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.

Severance. Subject to Except as otherwise provided in Section 8, if the Executive's continued compliance ’s employment hereunder is terminated during the Employment Term by the Company or is terminated due to expiration of the Employment Term following notice by the Company not to extend the Employment Term in accordance with his obligations under this AgreementSection 3, in each case other than for Cause or due to disability (as determined in the good faith discretion of the Board) or death, the Company Executive shall have no obligation be entitled to the Executive other than: receive as severance (subject to Section 9): (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum Executive’s base salary as in effect immediately prior to the date of the Executive's annual Base Salary plus ’s termination of employment for the longer period of twelve (12) months or the remaining Employment Term, payable, commencing no later than sixty (60) days following such termination, in equal installments in accordance with the Company’s payroll procedures during such applicable period following the date of the Executive's Maximum Bonus Amount ’s termination (such period, the “Severance Period”); (ii) continued medical and dental benefits described in Section 4(c) for the Severance Period, at the same rate of employee and Company shared costs of such coverage as in effect as from time to time for active employees of the date Company; and (iii) a pro rata portion (based on the number of days the Executive was employed by the Company during the calendar year of termination), 50% ) of which shall be paid to any incentive bonus otherwise payable in accordance with Section 4(b) for the Executive upon the first business day following the six month anniversary of the date year of termination of employment and the remainder of Executive’s employment, payable no earlier than the date on which shall be such bonus, if any, would have been paid to under the Executive in equal installments each month thereafter for six months; (iv) treatment applicable plan or policy of the New Parent Restricted Shares (andCompany absent such termination of employment, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A but no later than March 15 of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months calendar year immediately following the Closing, (A) in lieu calendar year of the benefit set forth such termination. With respect to any such continued medical and dental benefits described in clause (iii)ii) of the first sentence of this Section 7 for which the Executive is eligible, (I) if the Company cannot continue such benefits, the Company shall pay the Executive for the cost of such benefits; (II) such benefits shall be discontinued in the event the Executive becomes eligible for similar benefits from a lump sum cash amount equal successor employer (and the Executive’s eligibility for any such benefits shall be reported by the Executive to the product of Company); and (xIII) the multiple set forth Executive’s period of “continuation coverage” for purposes of Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), shall be deemed to commence on ATTACHMENT 1 and (y) the sum date of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of ’s termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementemployment.

Severance. Subject (a) If, prior to the Executive's continued compliance with his obligations under expiration of this Agreement, the Company shall have no obligation breaches this Agreement by terminating the Executive's employment for any reason other than Cause (a "Breach"), or during the two year period next following a "Change in Control" (as herein defined) the Executive's employment with the Company is terminated for reasons other than death, disability or Cause ("Termination Upon Change in Control"), in lieu of additional salary payments to the Executive other than: (i) for periods subsequent to the payment of the Executive's earned and unpaid compensation through the effective date of such termination; , the Company shall pay a lump sum severance payment (iitogether with the payments provided in paragraph (c) below, the payment of any deferred bonus, subject "Severance Payments") to the provisions Executive at the time of Section 409A of the Code; (iii) the termination. Such payment of shall be an amount equal to the sum number of years, including fractional years, remaining until this Agreement would expire but for such termination (in any event however, the period shall be not less than two years nor more than the number of years, including the fractional years, from the date of such termination until the Executive's annual Base Salary plus attainment of age 65) multiplied by the sum of (A) the Executive's Maximum Bonus Amount (Base Salary rate as in effect as of the date of termination), 50% termination and (B) the average of which shall be paid the bonus amounts awarded or due to the Executive upon the first business day following the six month anniversary pursuant to Section 3.2 of the date this Agreement. Payment of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Severance Payments provided under this Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that 7 in the event that such of a termination is within six months following which constitutes a Breach by the Closing, (A) in lieu Company will not prohibit Executive from seeking enforcement of the benefit set forth remaining provisions of this Agreement or other remedies for breach of this Agreement. (b) In determining the amount of payments due under any incentive plan or other bonus plan in clause (iii)effect for the year in which the Executive is terminated as a result of a Breach or Termination Upon Change in Control, the Company shall pay the Executive at the time of termination a lump sum cash pro-rata portion of all contingent awards granted under such plans for all uncompleted periods, assuming for this purpose that the amount of each award that would have been paid upon the completion of such period would at least equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum pro rata amount of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu greater of the benefit set forth target or maximum bonus, if any, provided for in clause such plan. (ivc) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the The Company shall pay the Executive over all reasonable legal fees and expenses incurred by the Executive as a 24result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement), unless the decision-month maker in any proceeding, contest or dispute arising hereunder makes a formal finding that the Executive did not have a reasonable basis for instituting such proceeding, contest or dispute, in which event the Executive shall pay to the Company its reasonable legal fees and expenses incurred in the defense of such proceeding, contest or dispute. (d) For the length of the period in equal monthly installments for which severance benefits are provided after any termination pursuant to this Section 7, the product Company shall arrange to provide the Executive with life, disability, accident and group health insurance benefits substantially similar to those which the Executive was receiving immediately prior to the notice of termination. Benefits otherwise receivable by the Executive pursuant to this paragraph (xd) two and (y) shall be reduced to the sum of extent comparable benefits are actually received by the Executive during the period following the Executive's annual Base Salary plus termination, and any such benefits actually received by the Executive's Maximum Bonus Amount Executive shall be reported to the Company. (as e) Nothing contained in effect as of this Section 7 shall prevent the date of termination). In Executive from receiving any and all benefits payable under any severance benefit plan or program maintained by the event that Company to which the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreemententitled.

Severance. Subject (a) Upon termination of General Manager’s employment by District pursuant to Section 15(a) herein, and if General Manager timely executes and delivers to District an original Separation Agreement and General Release in the Executive's continued compliance form attached hereto as Attachment 4, and does not thereafter timely exercise his right to revoke said Separation Agreement and General Release, General Manager shall receive his earned income and a severance allotment as follows: (1) Cash for all uncompensated accrued earnings and vacation and sick (2) leave (in accordance with Section 7 herein) as of the effective date of termination; and A severance allotment as follows: An amount equal to six (6) months’ salary of General Manager and six (6) months of medical insurance and life insurance benefits on the same basis as District is providing such benefits immediately prior to termination of employment. However, if the unexpired term of the Employment Agreement is less than six (6) months, the severance allotment shall be in an amount equal to General Manager’s monthly salary multiplied by the number of full months left on the unexpired term of this Employment Agreement along with the corresponding medical and life insurance benefits for such number of months. MCSD GM Agreement 1107555.1 7 (b) Notwithstanding the foregoing in Section 16(a), if the basis for the "just cause" for termination pursuant to Section 15(a) herein is that the General Manager engaged in any of the activities listed on Attachment 3, which attachment is incorporated herein by this reference, upon termination of General Manager’s employment for such reason(s), General Manager shall receive his obligations under earned income as follows: (1) Cash for ail uncompensated accrued earnings and vacation and sick leave (in accordance with Section 7 herein) as of the effective date of the termination; and (2) No severance allotment shall be paid. (c) Upon termination of General Manager’s employment pursuant to Section 15(b) herein, General Manager shall receive his earned income as follows: (1) Cash for all uncompensated accrued earnings and vacation and sick leave (in accordance with Section 7 herein) as of the effective date of the termination ; and (2) No severance allotment shall be paid. (d) Upon expiration of the term of the Agreement without a renewal by the District, General Manager shall receive his earned income as follows: (1) Cash for all uncompensated accrued earnings and vacation and sick leave (in accordance with Section 7 herein) as of the effective date of the termination; and (2) No severance allotment shall be paid. 1107555.1 (e) In accordance with Government Code Sections 53243 and 53243.2, and notwithstanding any other provision of this Agreement, the Company parties hereto agree as follows: (1) To the extent, if any, that General Manager is paid leave salary and benefits pending an investigation, General Manager shall fully reimburse District for such leave salary and benefits if General Manager is convicted of a crime involving an abuse of his office or position; and (2) If General Manager receives any severance allotment or other cash settlement from District upon termination of this Agreement, General Manager shall fully reimburse District for such severance allotment or cash settlement if General Manager is convicted of a crime involving an abuse of his office or position. For purposes of this subsection (e) the phrase "abuse of office or position" shall have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (meaning as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Government Code Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement53243.4.

Severance. Subject In the event that Employee is subject to an Other Involuntary Termination, Employee shall be entitled to receive severance benefits as follows: (A) severance payments for [twelve (12) months (if Employee is a SVP)] [eighteen months (18) (if Employee is the CEO)] after the effective date of the termination (for purposes of this Section 2(b)[(i)][(ii)], the “Severance Period”) equal to the Executive's continued compliance base salary which Employee was receiving immediately prior to the Other Involuntary Termination, which payments shall be paid during the Severance Period in accordance with his obligations the Company’s standard payroll practices; and (B) payment by the Company of the full cost of the health insurance benefits provided to Employee and Employee’s spouse and dependents, as applicable, immediately prior to the Other Involuntary Termination pursuant to the terms of COBRA or other applicable law through the earlier of the end of the Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under this Agreementapplicable law. The benefits to be provided under Section 2(b)(i)[ and 2(b)(ii)] shall be paid or commence to be paid on the sixtieth (60th) day following Employee’s termination of employment (subject to Employee’s release of claims against the Company as set forth in Section 1(a)). Notwithstanding the foregoing, in the event the Board of Directors concludes in its reasonable judgment that the provision of subsidized COBRA benefits to Employee could cause the Company to become subject to excise tax as a result of the Patient Protection and Affordable Care Act, as amended by the Healthcare Reform Act, the Company shall have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an pay Employee a monthly amount in cash equal to the sum amount of the Executive's annual Base Salary plus COBRA subsidy during the Executive's Maximum Bonus Amount (as in effect period the Company is obligated to provide subsidized COBRA benefits to Employee. In addition, Employee shall receive payment(s) for all salary, bonuses and unpaid vacation accrued as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of Employee’s termination of employment and the remainder up to three (3) months of which shall be paid outplacement services not to the Executive exceed $5,000 per month (with a provider and in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under a program selected by the Company's Supplemental Executive Retirement Plan and , provided Employee commences such services within ninety (vi90) executive outplacement benefits, except as otherwise required by law or by the terms days of the Company's benefit plans (excluding severance plansEmployee’s Other Involuntary Termination date); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.

Severance. (a) Subject to Section 11, if the Company terminates the Executive's continued compliance with ’s employment (other than For Cause or as а result of the Executive’s death or Disability) pursuant to Section 9(a), or the Executive terminates his obligations under this Agreement, the employment for Good Reason pursuant to Section 9(b): (i) The Company shall have no obligation (subject to Subsection 10(b) below): (A) pay or cause to be paid to the Executive other than: a lump-sum payment, within ten (i10) the payment calendar days of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonusTermination Date, subject to the provisions of Section 409A of the Code; (iii) the payment of in an amount equal to the sum of (1) any unpaid Base Pay through the Executive's annual Base Salary plus Termination Date and (2) payment in respect of any accrued but unused paid time off or sick pay, and payment in respect of any business expenses incurred but not reimbursed prior to the Executive's Maximum Bonus Amount Termination Date: (as in effect as of the date of termination), 50% of which shall B) pay or cause to be paid to the Executive upon an amount equal to the first business day following the six month anniversary amount of the date Annual Bonus that the Executive would have received for the fiscal year in which the Termination Date occurs based upon actual performance with respect to such fiscal year, prorated based on the number of days the Executive is employed by the Company during such fiscal year (such pro-rata Annual Bonus to be payable at such time as the Annual Bonus would otherwise have been paid pursuant to Section 5(b)(ii) absent Executive’s termination of employment and the remainder of which shall employment); (C) pay or cause to be paid to the Executive in equal installments each month thereafter for six months; (iv1) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash an amount equal to 100% of the product Executive’s Base Pay in effect on the Termination Date (or in effect immediately prior to any reduction contemplated by Section 9(b)(i)(В) hereof whichever is higher), payable in twelve (12) monthly installments on the Company’s last payroll date of each of the first twelve calendar months commencing immediately following the 30th day following the Termination Date; (2) an amount equal to 100% of the Executive’s target Annual Bonus (which is equal to 75% of the Executive’s Base Pay), payable in twelve (12) monthly installments on the Company’s last payroll date of each of the first twelve calendar months commencing immediately following the 30th day following the Termination Date; and (3) under all circumstances, any other compensation or benefits which may be owed or provided to or in respect of the Executive in accordance with the terms and provisions of any plans or programs of the GENBAND Entities (the payments under this Section 10(a) collectively, the “Severance Payment”); provided, however, that if the Executive is a Specified Employee, except to the extent that any amounts payable to the Executive as а Severance Payment are not treated as deferred compensation under Section 409А, such as, for example, certain payments pursuant to a separation pay plan, the Severance Payment shall not be provided to the Executive until the earlier of (x) the multiple set forth on ATTACHMENT 1 expiration of the six-month period measured from the Separation from Service Date and (yу) the sum date of the Executive's annual base salary and ’s death. All payments delayed pursuant to this paragraph shall be paid, with interest thereon calculated at the “prime rate,” as quoted from time to time during the relevant period in the Southwest Edition of The Wall Street Journal on the first day of the seventh month following the Executive's target bonus amount ’s Separation from Service Date (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following or the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus ’s death, if earlier), and all remaining payments due pursuant to this Agreement shall be paid as otherwise provided herein; (ii) For twelve (12) months following the Executive's Maximum Bonus Amount Termination Date (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a“Continuation Period”), the Executive shall be entitled to reimbursement for, or payment by or on behalf of the GENBAND Entities or any successor entities of, the premium cost for such group health plan coverage for which the Executive is entitled under the Consolidated Omnibus Budget Reconciliation Act of 1985 as amended (“COBRA”) (and which the Executive properly and timely elects to receive with respect to the Executive or any Qualified Beneficiary (as defined in COBRA) whose continued coverage under such GENBAND Entity group health plan is continued and whose coverage derives from being the spouse or а dependent of the Executive) for so long as the Executive or, as appropriate, such Qualified Beneficiary, remains eligible for continuation coverage as contemplated pursuant to COBRA and the relevant group health plan of the GENBAND Entities, but in no event longer than twelve (12) months. If and to the extent that any health or welfare benefit described in this Section 10(a)(ii) cannot be paid or provided under any applicable law or regulation, or under the terms of any policy, plan, program or arrangement of the GENBAND Entities, then the GENBAND Parties will take all action necessary to ensure that such benefit is provided through other means to the Executive and his Qualified Beneficiaries, as applicable, including the reimbursement to the Executive of the costs incurred by the Executive to purchase such benefits personally. The GENBAND Parties shall at the same time as any such action (including payment of any reimbursement) make any payment that may be necessary to ensure that the Executive’s after-tax position with respect to any health and welfare benefits received pursuant to this Section 10(a)(ii) is not worse than the Executive’s after-tax position in the event such benefits had been provided to the Executive while he was employed by the Company. Any such reimbursement or in-kind benefits provided under this Agreement shall be made or provided by the GENBAND Parties on or before the last day of the Executive’s taxable year following the taxable year in which the expenses are incurred, and shall also satisfy all other requirements of the regulations under Section 409A with respect to any such reimbursements. The amount of any such expenses reimbursed or in-kind benefits provided in one year shall not affect the expenses or in-kind benefits eligible for reimbursement or payment in any subsequent year, and the Executive’s right to such reimbursement or payment of any such expenses will not be subject to liquidation or exchange for any other benefit; and (iii) If such termination of the Executive’s employment occurs within twelve (12) months after a Change in Control, notwithstanding anything to the contrary in any applicable equity award agreement or equity plan, each Equity Award (including, but not limited to, any Equity Awards of Cayman Holdings, including the Class B Shares) granted to the Executive that is outstanding as of the Termination Date shall, without further action, become immediately fully vested, any automatic repurchase rights will fully lapse and all restrictions with respect thereto shall lapse to the extent such Equity Awards have not otherwise vested, automatic repurchase rights have not lapsed, or any other restrictions with respect thereto have not otherwise lapsed on the Termination Date. (b) The GENBAND Parties’ obligations pursuant to this Section 10 shall be conditioned upon (i) the Executive’s termination of employment constituting a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations and (ii) the Executive’s execution and delivery of a release in substantially the form attached hereto as Exhibit А, on or prior to the 30th day following the Termination Date, which has not been revoked by the Executive prior to such 30th day. Further, for purposes of Section 409А, the Executive’s right to receive severance benefits under installment payments pursuant to this Section 10 shall be treated as a right to receive a series of separate and distinct payments. (c) Notwithstanding any other Company planprovision of this Agreement to the contrary, policythe parties’ respective rights and obligations under this Section 10 and under Sections 11 through 28 will survive the expiration of this Agreement, or agreementany expiration of the Employment Term and the termination of the Executive’s employment for any reason whatsoever.

Severance. (a) Subject to the Executivelimitations set forth in Section 13, if the Employee's continued compliance with his employment is terminated by the Subsidiary without Substantial Cause (including, without limitation, upon termination of this Agreement following notice thereof by the Company or the Subsidiary pursuant to Section 3 hereof) or by the Employee for Good Reason, then, without further liability of the Subsidiary or the Company, except for their obligations pursuant to this Section 10(a) and their obligations to pay or provide any salary and expenses accrued to the termination date, any unpaid bonus referred to in Section 4(b) hereof, any Closing Bonus (whether payable before or after such termination of employment) pursuant to Section 4(c) hereof, and such rights and benefits of participation of or in respect of the Employee under this Agreementemployee benefit plans, programs and arrangements of the Company, the Company shall have no obligation to Subsidiary and their Affiliates, in accordance with the Executive other than: terms and provisions of such plans, programs and arrangements, (i) the payment of Employee shall be entitled to severance compensation for the Executive's earned and unpaid compensation through the effective date of Severance Period (as hereinafter defined) following any such termination, payable in equal monthly installments, subject to withholding and other applicable taxes, at an annual rate equal to the Employee's base salary for the year of termination, as such annual rate is increased from year to year in accordance with Section 4(a) hereof; (ii) as additional severance compensation following any such termination, the payment of any deferred bonus, subject Employee shall be entitled to the provisions bonus compensation referred to in Section 4(b) hereof for the Severance Period, payable as and when ordinarily determined for the applicable year, with a bonus not less than seventy-five percent (75%) of Section 409A his rate of annual base salary in effect for the Codeyear of termination; (iii) the Employee and the Employee's spouse and Dependent Children (as hereinafter defined) shall be entitled to medical and dental benefits as provided immediately prior to the date of termination which shall continue for the Severance Period (which benefits shall be terminated sooner to the extent provided by another employer and shall be subject to coordination with Medicare payments in accordance with the terms of the applicable benefit plan); (iv) the Employee shall be entitled to receive, during the Severance Period, the benefits described in Section 4(d) hereof and the automobile and club membership rights and perquisites described in Section 4(e) hereof and payment by the Subsidiary of the premiums on the Executive Life Insurance Policies as described in Section 4(e) hereof, provided, however, if any such benefit is not available to the Employee under applicable law or the terms of any plan, program or arrangement because he is not an amount employee, or otherwise, the Subsidiary shall pay the Employee, within ten (10) days following such termination, a lump-sum cash payment equal to the sum value of such benefits, and the types, terms and conditions of the Executive's annual Base Salary plus benefits, rights and perquisites provided to the Executive's Maximum Bonus Amount Employee under clauses (as in effect iii) and (iv) of this Section 10(a) shall be not less favorable than the most favorable of (x) those provided to the Employee as of the date of termination), 50% this third amendment and restatement of which shall be paid this Agreement and (y) those provided to the Executive upon the first business day following the six month anniversary of Employee immediately prior to the date of termination of employment his employment; and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject the Employee shall be entitled to reasonable outplacement services selected by the provisions of Section 409A Employee at the Subsidiary's expense. Following expiration of the Code, immediate payout of period within which the Employee is entitled to receive medical and dental benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal pursuant to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) of the first sentence of this Section 10(a), other than by reason of receiving such benefits from another employer or coordination of such benefits with Medicare payments, the Employee shall be entitled to elect to further continue any such benefits for himself, his spouse and his Dependent Children until the benefits set forth Employee's death so long as the Employee pays the applicable premiums otherwise payable by former employees of the Subsidiary generally for continuation coverage under the applicable plans. If a Change in clause Control occurs, and (AI) at the time of such occurrence, any such severance compensation is being paid or required to be paid in the immediately preceding provisofuture to the Employee or (II) such termination of employment occurs following the Change in Control, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of aggregate gross severance compensation payable under clauses (xi) two and (yii) of this Section 10(a) for the Severance Period, or the previously unpaid portion thereof, as the case may be, shall be paid by the Company or the Subsidiary in a lump-sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect cash payment, as of the date of terminationthe Change in Control (in the case of clause (I) immediately preceding) or such termination of employment (in the case of clause (II) immediately preceding) and no provision shall be made for any future increases in base salary pursuant to Section 4(a) hereof nor shall any discount be taken with regard to payments pursuant to Section 4 because of payment in a lump sum rather than as specified in clauses (i) through (iv) of this Section 10(a). In ; provided, however, that, for purposes of determining the event bonus compensation payable under clause (ii) of this Section 10(a), (a) if the termination occurs during the calendar year in which the Change in Control occurs, the bonus compensation with respect to such calendar year shall be determined in accordance with Section 4(b) hereof, except that the Executive is eligible actual EBITDA achieved shall be deemed to receive be the severance benefits provided EBITDA for the portion of the calendar year through the date of the transaction giving rise to the Change in Control, and such EBITDA shall be annualized if necessary by this Section 4.4(a), multiplying such EBITDA by a factor of 365 divided by the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.number of days of the

Severance. Subject (i) If, during the Term of this Employment Agreement, (i) the Company terminates Executive without Cause, or (ii) Executive resigns for Good Reason, then, upon Executive’s Termination of Employment (as defined below), the Company shall (in lieu of any other severance benefits under any of the Company employee benefit plans, programs or policies): (x) if and only if the Company is on target to meet at least 100% of Annual Budget for the year in which Executive’s Termination of Employment occurs, pay to Executive a prorated portion of the Annual Bonus to which Executive would otherwise be entitled for the year of termination (if any) calculated at the end of such year and paid on the same date on which annual bonuses are paid to other executives of the Company; and (y) continue to pay Executive’s Base Salary at the time of such termination for a period of fifteen (15) months following such Termination of Employment (the “Severance Period”), plus, if Executive achieved at least 100% of the Target Bonus for the year prior to Executive’s Termination of Employment, and the Company is on target to meet at least 100% of the Annual Budget for the year in which Executive’s Termination of Employment occurs, the Company will also pay Executive an amount equal to the Target Bonus for the year in which Executive's continued compliance ’s Termination of Employment occurs, which Target Bonus amount shall be paid on the same date on which annual bonuses are paid to other executives of the Company. Such severance amounts provided in clause (y) above will be paid in accordance with his obligations the Company’s normal payroll practices, subject to such withholding and other taxes as may be required or as otherwise permissible under this Agreement, the Company’s practices or policies. (ii) The Company shall have no obligation to the Executive other than: make any severance payments § 4(c)(i) if (i) the payment Executive violates any of the Executive's earned and unpaid compensation through the effective date provisions of such termination; § 5 of this Employment Agreement, (ii) the payment Company chooses not to renew this Employment Agreement either at the expiration of its initial term or at any deferred bonuspoint thereafter, subject to the provisions of Section 409A of the Code; or (iii) the payment of an amount equal Executive does not execute and deliver (without revoking) to the sum Company a general release in the form attached to this Employment Agreement as Exhibit A (the “Release”) following Executive’s Termination of Employment. (iii) Executive waives Executive’s rights, if any, to have the Executive's annual Base Salary plus payments provided for under this § 4(c) taken into account in computing any other benefits payable to, or on behalf of, Executive by the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; Company. (iv) treatment Notwithstanding anything to the contrary in this Employment Agreement, if a Change in Control (as defined in the NCP-ATK Holdings, Inc. 2010 Stock Option Plan) occurs, neither the Company, nor any current and/or future entity that controls, is controlled by or is under common control with the Company (collectively, “Affiliates”), nor any acquirer of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A Company or any Affiliate of the Code, immediate payout of benefits previously accrued Company will have any obligation to make severance payments under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company this Section in connection with any Section 83(b) election made by the such Change in Control unless Executive’s employment is terminated without Cause or Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that resigns for Good Reason following such Change in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementControl.

Severance. Subject to the Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other than: (i) With respect to each Transferred Employee whose employment is terminated by Purchaser or one of its Affiliates during the payment eighteen (18) month period immediately following the Lease End Date (or, in the case of Foreign Employees, the Executive's earned and unpaid compensation through twenty-four (24) month period immediately following the effective date Lease End Date), Purchaser shall provide severance benefits to each such employee which are no less favorable than those provided under the standard, country specific, non-restructuring severance policy of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as Sellers in effect as of the date of terminationthis Agreement, a copy of which is attached hereto on Schedule 10.2(b)(i). (ii) To the extent that Conopco and its Affiliates are required to pay severance benefits to a number of Business Employees in excess of a maximum number of Business Employees determined in accordance with Schedule 10.2(b)(ii) (such maximum number, the "Maximum Number", and such excess number, the "Excess Number"), 50% Purchaser shall pay to Conopco, no later than the earlier of which shall be paid to August 1, 2001 or the Executive upon the first business thirtieth day following the six month anniversary of the date of termination of employment and the remainder of last day on which shall any Leased Employee ceases to be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued a Leased Employee under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDEDEmployee Lease Agreement, that in the event that such termination is within six months following the Closing, an amount equal to (A) in lieu the average severance required to be paid by Conopco and its Affiliates to all Business Employees (which, for the avoidance of doubt, is not just the benefit set forth in clause (iii)Excess Number of Business Employees) entitled to severance benefits, the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), multiplied by (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent SharesExcess Number; provided, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHERhowever, that in the event that such termination if a Foreign Employee is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible nevertheless entitled to receive severance benefits pursuant to applicable Laws, notwithstanding that Purchaser has made an offer of employment to such Foreign Employee in accordance with the provisions of this Article X, then (i) Conopco and its Affiliates shall be solely liable for severance benefits to such Foreign Employee and (ii) any such Foreign Employee shall be disregarded for purposes of determining under this Section 10.2(b)(ii) the number of Business Employees to whom Conopco and its Affiliates have provided severance benefits. With respect to Foreign Employees described in the last sentence of Section 10.1(a), to the extent that Purchaser is required to hire or continue the employment of Foreign Employees at the Closing Date due to foreign Laws (such Foreign Employees being deemed Transferred Employees in accordance with Section 10.1(b)) and Purchaser terminates the employment of such Foreign Employees on or prior to the last day on which any other Company planLeased Employee ceases to be a Leased Employee under the terms of the Employee Lease Agreement, policy, or agreementsuch terminated Transferred Employees shall not be disregarded but shall be counted for purposes of determining under this Section 10.2(b)(ii) the number of Business Employees to whom Conopco and its Affiliates have provided severance benefits (and therefore shall be counted toward the Maximum Number and in the calculation of the Excess Number).

Severance. Subject to the Executive's continued compliance with his obligations under this Agreement, You or the Company shall have no obligation to may terminate your employment (and the Executive other than: Term) at any time and for any reason, with or without cause. However, if your employment is terminated during the Term either (i) by the payment of the Executive's Company without Cause (and other than due to your death or Disability) or (ii) by you for Good Reason, you shall receive your earned and unpaid compensation through accrued (and unpaid) base salary and vacation pay as of such termination of employment (the effective date of such termination; termination of employment, the “Date of Termination”, and such earned and accrued (iiand unpaid) base salary and vacation pay, the payment of any deferred bonus, “Accrued Compensation”) as well as (subject to the provisions of Section 409A of the Code; (iiirelease condition below) the payment of an amount equal following severance payments ("the Severance Benefits"): • Severance pay equal, in the aggregate, to the sum of (a) one times your annual rate of base salary from the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (Company as in effect immediately prior to the Date of Termination plus (b) one times your target Annual Cash Award amount as in effect immediately prior to the Date of Termination, with such amount to be paid, subject to Section 13 of this Agreement, in a single lump sum on or within five business days following the date that is 60 days after the Date of Termination; • All equity awards held by you at termination which vest based on time shall become fully • vested and all other terms of such awards shall be governed by the plans and programs and the agreements and other documents pursuant to which such awards were granted; • Unless otherwise expressly provided for in an applicable award agreement, any performance objectives upon which the earning of performance-based restricted stock, RSUs, and other equity awards and other long-term incentive awards (including cash awards) is conditioned shall be deemed to have been met at the greater of (A) target level al the Date of Termination, or (B) actual performance and reasonably anticipated performance at the date of termination), 50% of which and such amounts shall be paid to the Executive upon the first business day following the six month anniversary of the date become fully vested and non-forfeitable as a result of termination of employment at the date of such termination, and, in other respects, such awards shall be governed by the plans and programs and the remainder of agreements and other documents pursuant to which shall be paid such awards were granted; • The Company will pay or reimburse you for your premiums charged to continue medical coverage pursuant to the Executive in equal installments each month thereafter Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at the same or reasonably equivalent medical coverage for six months; (iv) treatment of the New Parent Restricted Shares you (and, if applicable, Purchased Parent Sharesyour eligible dependents) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing)Date of Termination, to the extent that you elect such continued coverage; provided that the Company’s obligation to make any payment or reimbursement pursuant to this section shall, subject to Section 13 of this Agreement, commence with continuation coverage for the month following the month in which your “separation from service” (Bas defined in Section 13 of this Agreement) occurs and shall cease with continuation coverage for the eighteenth (18th) month following the month in lieu which your separation from service occurs (or, if earlier, shall cease upon the first to occur of the benefit set forth in clause (iv) with respect date you become eligible for coverage under the health plan of a future employer, the date the Company ceases to any Purchased Parent Sharesoffer group medical coverage to its active executive employees, any Purchased Parent Shares or the date the Company is no longer obligated to provide COBRA coverage to you). To the extent you elect COBRA coverage, you shall be returned to notify the Company in exchange writing of such election prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place. All other rights under any other compensatory or benefit plan, including any deferrals, shall be governed by such plan. To the extent that Annual Cash Awards had not yet been paid for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect prior fiscal year, you shall be entitled to any Purchased Parent Shares, Annual Cash Award that you earned for such prior fiscal year as though you had remained employed through the Executive will be paid a lump sum cash amount within 30 days following actual payment date. If the Company enters into or amends or renews employment or severance arrangements (exclusive of renewals of contracts that exist on the date of termination this letter) that generally provide the Company’s officers with similarly-situated or less senior positions (exclusive of employment equal to any amount withheld by the Company in connection arrangements with any Section 83(bofficers holding more senior positions) election made by with severance benefits that, in the Executive with respect aggregate in the case of each officer, are more beneficial to the New Parent Restricted Shares; PROVIDEDofficer than the aggregate level of your Severance Benefits provided for above, FURTHERyour Severance Benefits shall be adjusted to reflect the level of severance benefits generally provided to officers with similarly-situated positions (or, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding provisoif no officer with a similarly-situated position, the Company shall pay officer with the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of terminationmost senior officer position below your position who receives such other arrangement). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.

Severance. Subject If Employee remains employed with the Company through the Successor Commencement Date, or, if prior to the ExecutiveSuccessor Commencement Date, Employee incurs a “separation from service” within the meaning of Section 409A as a result of his employment being terminated for any reason other than for Cause, then, subject to Employee executing and not revoking the Supplemental Separation Agreement, which must become effective and irrevocable no later than the sixtieth (60th) day following Employee's continued “separation from service” within the meaning of Section 409A (or if payment is triggered by the Successor Commencement Date, then the sixtieth (60th) day following the Successor Commencement Date) (in either case, the “Supplemental Release Deadline”), and also subject to Employee's compliance with his obligations under this Agreement, Employee will receive the Company shall have no obligation payments (collectively, the “Severance Payment”) described in Paragraphs 2(a) and 2(b), in all cases subject to the Executive other than: Paragraphs 2(c) and 2(f): (ia) the A lump sum payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus$2,000,000, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount which is equal to the sum of one year of base salary and the annual target bonus, less applicable withholdings, payable within fifteen (15) calendar days following the effective date of the Supplemental Separation Agreement. (b) A lump sum payment, within fifteen (15) calendar days following the effective date of the Supplemental Separation Agreement, in an amount equal to 100% of: (A) the monthly premium that Employee would be required to pay to continue Employee's group plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) at the rates in effect on the date of the Actual Termination Date, multiplied by (B) twelve (12), which payment will be made regardless of whether Employee elects COBRA continuation coverage. (c) If the Supplemental Separation Agreement does not become effective and irrevocable by the Supplemental Release Deadline, Employee will forfeit any right to severance and/or retention payments or benefits under this Agreement. In no event will severance and/or retention payments or benefits be paid or provided unless and until the Supplemental Separation Agreement actually becomes effective and irrevocable. Any severance and/or retention payments due to Employee under this Agreement that would have been made to Employee prior to the Supplemental Separation Agreement becoming effective and irrevocable will be paid to Employee no later than the first Company payroll date on or following the Supplemental Release Deadline and the remaining payments will be made as provided in this Agreement. Notwithstanding the foregoing, in the event Employee's termination of employment occurs at a time during the calendar year where the Supplemental Separation Agreement could become effective in the calendar year following the calendar year in which Executive's annual Base Salary plus termination of employment occurs, then any severance and/or retention payments or benefits under this Agreement will be paid on the Executive's Maximum Bonus Amount first (as 1st) payroll to occur during the calendar year following the calendar year in which the Employee terminates employment or, if later, (i) the Supplemental Release Deadline or (ii) such time required by Paragraph 2(f). (d) For avoidance of doubt, Employee will be entitled to receive the Severance Payment under this Paragraph 2 upon a “separation from service” within the meaning of Section 409A for any reason other than a termination by the Company for Cause. Further, Employee agrees that he is not now and never became eligible for severance benefits under Section 2 of the Change of Control Agreement. Employee and the Company agree that the Change of Control Agreement is void and of no further effect as of the date Transition Period Commencement Date. (e) For purposes of termination)this Agreement, 50% “Cause” means (i) Employee's willful and continued failure to perform the duties and responsibilities of which shall be paid his position that is not corrected within a thirty (30) day correction period that begins upon delivery to Employee of a written demand for performance from the Executive upon Board that describes the first business day following basis for the six month anniversary Board's belief that Employee has not substantially performed his duties; (ii) any act of personal dishonesty taken by Employee in connection with his responsibilities as an employee of the date Company with the intention or reasonable expectation that such may result in substantial personal enrichment of termination Employee; (iii) Employee's conviction of, or plea of employment and nolo contendere to, a felony that the remainder of which shall be paid to Board reasonably believes has had or will have a material detrimental effect on the Executive in equal installments each month thereafter for six months; Company's reputation or business, or (iv) treatment Employee materially breaching Employee's Confidentiality Agreement, which breach is (if capable of cure) not cured within thirty (30) days after the Company delivers written notice to Employee of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementbreach.

Severance. (a) Except as set forth in Section 4(b) below, in the event that your employment is terminated for any reason other than by Cubist for Cause, then, following and subject to receipt by Cubist of your signed and effective release of claims as more fully described in Section 9 below (and your not revoking such release during any applicable revocation period), Cubist shall pay you an amount equal to Six Hundred Thirty-Seven Thousand Five Hundred Dollars ($637,500) minus the total amount of Transitional Base Salary paid to you during the Extended Transition Period (the “Severance Payment”). Payments will begin on the sixtieth (60th) day following the Separation Date and will be made in twelve (12) semi-monthly installments. A payment in the amount of $53,125 will be made on each of the final three (3) payment dates; the remaining portion of the Severance Payment will be paid in equal installments on the initial nine (9) payment dates. The first payment will be retroactive to the day immediately following the Separation Date and will include any installments that would have otherwise been paid during the sixty (60) days following the Separation Date. (b) In the event that a Change of Control occurs prior to the Separation Date, and your employment is subsequently terminated for any reason other than by Cubist for Cause, then, following and subject to receipt by Cubist of your signed and effective release of claims as more fully described in Section 9 below (and your not revoking such release during any applicable revocation period), Cubist shall, in lieu of making any payments to you under Section 4(a), make a one-time, lump-sum payment to you on the sixtieth (60th) day following the Separation Date equal to Six Hundred Thirty-Seven Thousand Five Hundred Dollars ($637,500) plus your target annual bonus amount for the year in which the Change of Control occurs. (c) In the event that you become entitled to severance payments under Section 4(a) or 4(b) of this Agreement: (1) Subject to the Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other than: (i) your having timely elected continuation coverage under the payment of the Executive's earned and unpaid compensation through the effective date of such termination; federal law known as “COBRA”, (ii) such continuation coverage not having terminated and (iii) your timely payment of a portion of each monthly COBRA premium equal to the portion an active employee would be required to pay for the same coverage, Cubist shall be responsible for the balance of the monthly premium for a period of up to eighteen (18) months beginning on the first day of the month after the month in which your employment terminates or, if earlier, until such time as your COBRA coverage terminates. Notwithstanding the foregoing, if the payment by Cubist of the amounts described in this Section 4(c)(1) will subject or expose Cubist to taxes or penalties, you and Cubist agree to renegotiate the provisions of this Section 2(c)(1) in good faith and enter into a substitute arrangement pursuant to which Cubist will not be subjected or exposed to taxes or penalties and you will be provided with payments or benefits with an economic value that is no less than the economic value of the payments described herein. (2) If the Separation Date occurs following January 1, 2014, you will be eligible to receive an award under the STI for the 2014 calendar year, determined in accordance with the terms and conditions of the STI Plan, pro-rated based on the number of days that you have been employed during the 2014 calendar year and determined using (i) your actual earned base salary during the calendar year ending December 31, 2014 and (ii) a 50% bonus target. Notwithstanding any deferred bonus, subject other provision with respect to the provisions timing of payments under this Section 4, in order to comply with the requirements of Section 409A of the Code; Internal Revenue Code of 1986, as amended and the regulations thereunder (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination“Section 409A”), 50% of which shall if any amount or benefit to be paid to you pursuant to this Agreement as a result of your termination of employment constitutes “deferred compensation” within the Executive upon meaning of, and subject to, Section 409A, if you are a “specified employee” (as determined by Cubist in its sole discretion and as defined below) on the Separation Date, any payment or benefit or portion thereof, if any, that is scheduled to be paid or provided to you hereunder during the first six (6) months following the Separation Date shall not be paid until the date which is the first business day of the seventh month following the six month anniversary Separation Date. For purposes of the date of termination of employment and preceding sentence, the remainder of which shall term “specified employee” means an individual who is determined by Cubist to be paid to the Executive a specified employee under Treasury regulation Section 1.409A-1(i). Cubist may, but need not, elect in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (andwriting, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of applicable limitations under Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms any of the Company's benefit plans special elective rules prescribed in Section 1.409A-1(i) of the Treasury Regulations for purposes of determining “specified employee” status. Any such written election shall be deemed part of this Agreement. For purposes of the Treasury Regulations under Section 409A, each payment described in this Section shall be treated as a separate payment. For purposes of this Agreement, references to termination of employment, separation from service and similar or correlative terms mean a “separation from service” (excluding severance plans); PROVIDEDas defined at Section 1.409A-1(h) of the Treasury Regulations) from Cubist and from all other corporations and trades or businesses, if any, that in the event that such termination is within six months following the Closing, (Awould be treated as a single “service recipient” with Cubist under Section 1.409A-1(h)(3) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementTreasury Regulations.

Severance. (a) Except as provided in Section 3(c) below, if Executive has a Separation from Service as a result of Executive’s discharge by the Company without Cause or by reason of Executive’s resignation for Good Reason, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below, which, with respect to clause (ii), will be payable in a lump sum on the day that is sixty (60) days following the date of Executive’s Separation from Service: (i) The Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of Executive’s Separation from Service at the rate then in effect, reimbursement of business expenses incurred prior to the date of Executive’s Separation from Service and properly submitted in accordance with Company policy, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other Company group benefit plan to which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Separation from Service (the “Accrued Obligations”); (ii) Subject to the Section 3(d) and Executive's ’s continued compliance with his obligations Section 4, Executive shall be entitled to receive severance pay in an amount equal to one-hundred percent (100%) multiplied by the sum of (x) Executive’s annual base salary as in effect immediately prior to the date of US-DOCS\75068252.1 Executive’s Separation from Service, plus (y) Executive’s target annual bonus for the calendar year in which Executive’s Separation from Service occurs (which bonus shall be prorated for the portion of the calendar year that has elapsed prior to the date of Executive’s Separation from Service); and (iii) Subject to Section 3(d) and Executive’s continued compliance with Section 4, for the period beginning on the date of Executive’s Separation from Service and ending on the date which is twelve (12) full months following the date of Executive’s Separation from Service (or, if earlier, the date on which the applicable continuation period under this Agreementthe Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires) (the “COBRA Coverage Period”), the Company shall have no obligation continue to provide Executive and his or her eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Separation from Service with health (including medical and dental) insurance benefits substantially similar to those provided to Executive and his or her dependents immediately prior to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; Separation from Service. If any of the Company’s health benefits are self-funded as of the date of Executive’s Separation from Service, or if the Company cannot provide the foregoing benefits in a manner that is exempt from or otherwise compliant with applicable law or the provision of such benefits may result in the Company incurring penalties under applicable law (ii) the payment of any deferred bonusincluding, subject to the provisions of without limitation, Section 409A of the Code; (iii) Code and Section 2716 of the payment Public Health Service Act), instead of providing continued health insurance benefits as set forth above, the Company shall instead pay to Executive an amount equal to the sum of monthly premium payment for Executive and his or her eligible dependents who were covered under the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect Company’s health plans as of the date of termination), 50% of which shall be paid Executive’s Separation from Service (calculated by reference to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect premium as of the date of terminationSeparation from Service) as currently taxable compensation, in substantially equal monthly installments over the COBRA Coverage Period (or the remaining portion thereof). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.

Severance. Subject to (a) For and in consideration of the Executive's continued compliance with his obligations under execution of this Agreement, the Company shall have no obligation Aronex will, subject to the Executive other than: terms set forth herein, pay to Employee a total payment of $160,000.00 ("Severance Payment"), less standard deductions. The Severance Payment shall be paid in twenty-four (24) semimonthly payments of $6,666.66, subject to standard deductions, for the period beginning as of July 16, 1999 and continuing through July 15, 2000, payable as and when Employee would have otherwise received her salary. The obligation of Aronex to pay, and the Employee's right to receive, the Severance Payment herein provided shall not terminate upon the Employee's commencement of employment with another employer. (b) In addition to the foregoing, and in further consideration of the execution of this Agreement, Aronex does hereby agree to amend the terms of those three (3) certain stock options previously granted by Aronex to Employee as follows: (i) the payment That certain Non-Qualified Stock Option Agreement dated August 18, 1997, for 13,610 shares of the ExecutiveCompany's earned common stock, par value $.001 per share (the "Common Stock") and unpaid compensation through that certain Incentive Stock Option Agreement dated August 18, 1997, for 86,390 shares of Common Stock are each hereby amended to allow, under Section 4 of each such agreement, the exercise of the vested portions of the options evidenced thereby for a period of up to ninety (90) days following the Effective Date of Resignation. (ii) That certain Non-Qualified Stock Option Agreement dated December 10, 1998 for 50,000 shares of the Company's Common Stock (the "'98 Option Agreement") is hereby amended as follows: (A) The option evidenced by the '98 Option Agreement shall, subject to the terms of this Agreement, be fully vested and exercisable as of the Effective Date of Resignation. (B) The '98 Option Agreement is amended to allow, under Section 4 thereof, the exercise of the option evidenced thereby for a period of up to ninety (90) days following the Effective Date of Resignation. In all other respects, the terms and provisions of the above described Stock Option Agreements shall remain in full force and effect as originally written. (c) The Employee and Aronex hereby stipulate and agree that as of the effective date of this Agreement and after giving effect to the amendments in Paragraph 1(a) above, the number of shares of Common Stock vested, and which may be acquired upon the exercise of such termination; options, shall be as follows: (i) Non-Qualified Stock Option Agreement dated August 18, 1997 -- 13,610 shares; (ii) the payment of any deferred bonusIncentive Stock Option Agreement dated August 18, subject to the provisions of Section 409A of the Code1997 -- 49,077 shares; and (iii) Non-Qualified Stock Option Agreement dated December 10, 1998 -- 50,000 shares. (d) Except as provided in Paragraph 3 below, the payment of an amount equal to Severance Payment and the sum amendments of the Executive's annual Base Salary plus above described Stock Option Agreements represent the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required exclusive consideration given by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company Aronex in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary arising out of the Closingtermination of Employee's employment with Aronex, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding provisono further amounts or other consideration shall be required for any items, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a)including, the Executive shall but not be eligible to receive severance benefits under any other Company planlimited to, policy, or agreementattorneys' fees.

Severance. Subject (a) If the Term terminates for any reason, the Company will pay to the Executive an aggregate amount equal to the Executive's continued compliance ’s accrued and unpaid base salary through the date of such termination, additional salary payments in lieu of the Executive’s accrued and unused vacation time, unreimbursed business expenses, unreimbursed medical, dental and other employee benefit expenses in accordance with his obligations the applicable plans, and any and all other benefits available to the Executive or Executive’s estate under this Agreementthen-existing Company benefit plans or policies, including if applicable death or Disability benefits, provided for (the “Standard Termination Payments”). Except as expressly provided below, payment of the Standard Termination Payments shall be the Company’s only obligation to Executive, and the Company shall incur no further liability, in connection with such termination. (b) If the Term is terminated upon the Executive’s death or Disability, the Company shall have no obligation will pay to the Executive other than: Executive’s estate or the Executive, as the case may be (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; Standard Termination Payments, (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the a lump sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (andpayment, if applicable, Purchased Parent Sharesequal to the Executive’s earned but unpaid bonus under the VPP for the prior fiscal year, and (iii) as described below a lump sum payment equal to the Executive’s target bonus under the VPP for the fiscal year in Section 4.4(b), which the death or Disability occurs prorated for the portion of the year elapsed at the time of the termination. Such payments shall be the Company’s only obligations to Executive in such a case. The Company shall incur no further liability for such a termination. (c) and (d); (v) subject If the Company terminates the Executive’s employment under this Agreement without Cause other than by reason of his death or Disability, or if the Term is not extended pursuant to the provisions of proviso to Section 409A 1(a) as a result of the CodeCompany giving notice thereunder that it elects to permit the Term to expire without extension, immediate payout of benefits previously accrued under or if the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is terminates his employment hereunder within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii)any event constituting Good Reason, the Company shall will (i) pay the Executive the Standard Termination Payments, (ii) pay the Executive a lump sum cash amount payment equal to the product Executive’s earned but unpaid bonus under the VPP for the prior fiscal year, (iii) pay the Executive a lump sum payment equal to the Executive’s target bonus under the VPP for the fiscal year in which the termination occurs prorated for the portion of the year elapsed at the time of the termination, (xiv) pay the Executive a lump sum payment equal to the Executive’s total cash compensation for the previous fiscal year (but not less than $175,000), and (v) continue in effect the Executive’s benefits with respect to life, health and insurance plans or their equivalent for one year. Such payments and the obligations set forth below in Section 6(d) shall be the Company’s only obligations to Executive in such a case. The Company shall incur no further liability for such a termination. (d) If the Company terminates the Executive’s employment under this Agreement without Cause other than by reason of his Disability, or if the Term is not extended pursuant to the proviso to Section 1(a) as a result of the Company giving notice thereunder that it elects to permit the Term to expire without extension, or if there is a Change of Control (as defined below), or if the Executive terminates his employment hereunder within six months of any event constituting Good Reason, then, except for those stock options that have a strike price that is more than 10% greater than the closing price of the Company’s common stock on the date of such termination, expiration or Change of Control, all stock options granted to the Executive shall immediately vest and be exercisable and any stock grant to the Executive shall immediately vest, all Company imposed restrictions on restricted stock issued to the Executive shall be terminated and all restricted stock awarded to Executive but not yet issued shall be promptly issued to Executive. (e) As used herein, the term “Cause” means: (i) the multiple set forth on ATTACHMENT 1 Executive’s willful and (y) the sum intentional failure or refusal to perform or observe any of the Executive's annual base salary and the Executive's target bonus amount (eachhis material duties, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit responsibilities or obligations set forth in clause (iv) with respect to any Purchased Parent Sharesthis Agreement, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price if such breach is not cured within 30 days following after notice thereof to the Executive by the Company, which notice shall state that such return conduct shall, without cure, constitute Cause and makes specific reference to this Section 6(e); (Cii) in lieu any willful and intentional act of the benefit set forth in clause (iv) with respect to any Purchased Parent SharesExecutive involving fraud, theft, embezzlement or dishonesty affecting the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted SharesCompany; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause Executive’s conviction of (Aor a plea of nolo contendere to) an offense which is a felony in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementjurisdiction involved.

Severance. Subject Executive acknowledges and agrees that this Separation Agreement does not stipulate a case of “Good Reason”, death or illness (as defined in Art. 4 of the Service Agreement) and that Executive is not entitled to any severance payments and benefits as set forth in Art. 4. of the Service Agreement in connection with the execution of this Separation Agreement or the changes to his services relationship as set forth in this Separation Agreement. Instead, if Executive (i) provides continuous services for the Company through the Termination Date or the date of garden leave as referred to in § 1 sub 2. of this Separation Agreement (as the case may be), (ii) re-executes the Release within five (5) days following the Termination Date, and (iii) provides the Transition Services to the Company and to Affiliated Companies during the Transition Term to the reasonable satisfaction of the Company and Parent, having considered in good faith what a similarly-situated, third party would deem satisfactory, then Executive will be eligible to receive the following severance payments and benefits: (1) an amount equal to $229,167 (reflecting 5/12 of Executive's ’s annual base salary), payable in the form of salary continuation in regular installments over the five (5) month period following the Termination Date (such period, the "Severance Term”) in accordance with the Company’s normal payroll practices; (2) Executive’s annual performance bonus for calendar year 2024 (the “2024 Bonus”). The amount of the 2024 Bonus shall be determined by the Board of Supervisory Directors of the Company based on actual performance for calendar year 2024 and determined in a manner consistent with 2024 Bonus decisions made for executive officers of the Company. The 2024 Bonus, to the extent earned as determined by the Board of Supervisory Directors of the Company in good faith, will be paid in a lump sum at the same time 2024 annual bonuses are paid to other executive officers of the Company, but in no event later than March 15, 2025; ATAI LIFE SCIENCES N.V. (3) immediate vesting of (x) any outstanding unvested equity awards (consisting of both options and restricted stock units) in the Company held by Executive as of the Termination Date that would have vested based solely on Executive’s continued compliance service through March 15, 2025, and (y) after giving effect to the foregoing subpart (x), fifty (50%) of the remaining, unvested option award granted by the Company to Executive by grant notice dated March 14, 2023 (having a strike price of $1.18 per share, the “March 2023 Option”); (4) subject to paragraph (5) below, the time period that Executive may have to exercise any vested stock options shall be extended until the first to occur of (x) the one year anniversary of the Termination Date or (y) the expiration of the remaining term of the applicable stock option, subject in each case to earlier termination in connection with his obligations under this a corporate transaction or event as provided in the 2020 Plan, the 2021 Plan, as applicable, and the applicable award agreement(s); (5) solely with respect to the vested portion of the March 2023 Option, the Parties agree as follows: a. notwithstanding the preceding Section 4, paragraph (4), subclause (x), the time period that Executive may have to exercise the vested portion of the March 2023 Option shall be extended to the two year anniversary of the Termination Date; and b. in consideration of the treatment of the March 2023 Option, without the prior written consent of the Company, Executive shall be prohibited from, directly or indirectly, selling or otherwise transferring the shares subject to the March 2023 Option until the one year anniversary of the Termination Date. (6) tax return preparation assistance for Executive’s 2023, 2024 and 2025 tax years by a mutually agreed firm with such costs to be reimbursed (net of taxes) to Executive to be provided for so long as Executive is subject to tax in the United States as a result of compensation paid by the Company, except that in no event shall the Company reimburse tax return preparation costs incurred by Executive after calendar year 2026; and (7) retain Executive’s Company-provided laptop; provided that the Company shall permanently delete all data stored on such laptop which is related to the business of the Company or of the Affiliated Companies, which the Company will promptly remove after the end of the Transition Term. To the extent unpaid as of the Termination Date, and subject to the terms and conditions of the Service Agreement, the Company shall have no obligation pay or provide to Executive the Executive other than: Accrued Obligations (i) as defined in the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonusService Agreement), subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as and in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by accordance with the terms thereof. For the avoidance of the Company's benefit plans (excluding severance plans); PROVIDEDdoubt, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible entitled to receive severance benefits any further severance, separation, notice or similar payments of any kind under any other Company planthe Service Agreement, policy, including but not limited to the Change in Control Payment in article 4.3 of the Service Agreement or agreement.otherwise in connection with the termination of the Service Agreement and Service Relationship except as provided herein. ATAI LIFE SCIENCES N.V.

Severance. (a) If Executive has a Separation from Service as a result of Executive’s discharge by the Company without Cause or by reason of Executive’s resignation for Good Reason, in either case within sixty (60) days prior to a Change in Control or within eighteen (18) months following a Change in Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below, which, with US-DOCS\74791313.2 respect to clause (ii), will be payable in a lump sum on the day that is sixty (60) days following the date of Executive’s Separation from Service: (i) The Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of Executive’s Separation from Service at the rate then in effect, reimbursement of business expenses incurred prior to the date of Executive’s Separation from Service and properly submitted in accordance with Company policy, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by Section 3(a)(iv) below), health benefits plan or other Company group benefit plan to which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Separation from Service (the “Accrued Obligations”); (ii) Subject to the Section 3(c) and Executive's ’s continued compliance with his obligations Section 4, Executive shall be entitled to receive severance pay in an amount equal to two hundred percent (200%) multiplied by the sum of (x) Executive’s annual base salary as in effect immediately prior to the date of Executive’s Separation from Service, plus (y) Executive’s target annual bonus for the calendar year in which Executive’s Separation from Service occurs; (iii) Subject to Section 3(c) and Executive’s continued compliance with Section 4, for the period beginning on the date of Executive’s Separation from Service and ending on the date which is eighteen (18) full months following the date of Executive’s Separation from Service (or, if earlier, the date on which the applicable continuation period under this Agreementthe Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires) (the “COBRA Coverage Period”), the Company shall have no obligation continue to provide Executive and his or her eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Separation from Service with health (including medical and dental) insurance benefits substantially similar to those provided to Executive and his or her dependents immediately prior to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; Separation from Service. If any of the Company’s health benefits are self-funded as of the date of Executive’s Separation from Service, or if the Company cannot provide the foregoing benefits in a manner that is exempt from or otherwise compliant with applicable law or the provision of such benefits may result in the Company incurring penalties under applicable law (iiincluding, without limitation, Section 409A of the Code and Section 2716 of the Public Health Service Act), instead of providing continued health insurance benefits as set forth above, the Company shall instead pay to Executive an amount equal to the monthly premium payment for Executive and his or her eligible dependents who were covered under the Company’s health plans as of the date of Executive’s Separation from Service (calculated by reference to the premium as of the date of Separation from Service) as currently taxable compensation in substantially equal monthly installments over the COBRA Coverage Period (or the remaining portion thereof); (iv) Subject to Section 3(c) and Executive’s continued compliance with Section 4, the vesting and/or exercisability of each of Executive’s outstanding Stock Awards (other than Performance Awards, which will vest as to the “target” number of shares subject to such performance Awards, except to the extent alternative acceleration is specifically provided for pursuant to the grant documents) shall be accelerated in full effective as of the later of (A) the date of Executive’s Separation from Service or (B) the date of the Change in Control (provided that payment or settlement of any deferred bonus, subject such Stock Awards may be delayed as provided in the grant documents to the provisions of extent required by Section 409A of the Code; (iii). Nothing in this Section 3(a)(iv) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid construed to limit any more favorable vesting applicable to Executive’s Stock Awards in the Executive upon Company’s equity plan(s) and/or the first business day following stock award agreements under which the six month anniversary Stock Awards were granted. The foregoing provisions are hereby deemed to be a part of the date of termination of employment each Stock Award and the remainder of which shall be paid to the Executive supersede any less favorable provision in equal installments each month thereafter for six monthsany agreement or plan regarding such Stock Award; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); US-DOCS\74791313.2 (v) subject Notwithstanding any other provision of this Agreement to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Sharescontrary, any Purchased Parent Shares severance benefits payable to Executive under this Agreement shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to reduced by any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld severance benefits payable by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary an affiliate of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits such individual under any other Company policy, plan, policyprogram, agreement or agreementarrangement, including, without limitation, any severance agreement between such individual and any entity.

Severance. Subject If Employee’s employment is terminated either by the Company without Cause (as defined above) (and not for death or Disability), or by Employee pursuant to Section 4(c) above, then, subject to his execution and non-revocation of a reasonable and customary general release of claims in favor of the Executive's continued compliance Company and its affiliates, Employee shall be entitled to receive the following: (i) if the Termination Date is less than twelve (12) months after Employee’s commencement of employment with the Company, an amount equal to three (3) months of his obligations under Base Salary in effect as of the Termination Date, paid in accordance with the Company’s normal payroll cycle over the three- (3-) month period following the Termination Date; or if the Termination Date is twelve (12) months or more after Employee’s commencement of employment with the Company, an amount equal to twelve (12) months of his Base Salary in effect as of the Termination Date, paid in accordance with the Company’s normal payroll cycle over the twelve- (12-) month period following the Termination Date; provided that such amounts shall be paid in accordance with the Company’s customary payroll practices, and less such deductions as are required by law or that Employee may elect in accordance with Company policy and procedure; (ii) an Annual Bonus for the year of termination at 100% of the Annual Bonus Target, payable in in cash. Such amount shall be paid in accordance with the normal payroll cycle over the twelve- (12-) month period following the Termination Date, in accordance with the Company’s customary payroll practices; (iii) if the Termination Date is more than nine (9) months after the date of this Agreement, acceleration of vesting of the Sign-on Option and the Time-Vested Restricted Stock Award referenced in Section 3(c)(i) and (ii) as follows: (A) if the Sign-On Option is not then fully vested, Options to purchase 150,000 shares that are part of the Sign-on Option shall automatically vest on the Termination Date; and (B) if the Time-Vested Restricted Stock is not then fully vested, 75,000 of such Time-Vested Restricted Stock shall automatically vest on the Termination Date; and (iv) for the same three- (3-) or twelve- (12-) month period after the Termination Date, as applicable under Section 5(b)(i) above, and subject to applicable law, the Company will also pay its share of premiums for Employee’s and his eligible dependents’ health insurance (including, health, dental and vision) as currently enrolled on the Termination Date; provided that such payments shall automatically cease upon Employee’s eligibility for similar healthcare coverage through subsequent employment or engagement as a consultant, contractor, or service provider by any person or entity other than the Company within the applicable payment period. Other than as set forth in this Section 5(b), the Company shall have no obligation further obligations to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day under this Agreement following the six month anniversary of the date of termination of Executive’s employment and the remainder of which shall be paid pursuant to the Executive in equal installments each month thereafter for six months; (ivSections 4(a)(i) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Sharesor 4(c) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementabove.

Severance. Subject (a) Upon termination of your employment hereunder pursuant to the Executive's continued compliance with his this letter agreement, all obligations under this Agreement, of the Company shall have no obligation cease, except the Company’s obligations to (i) comply with all state and federal laws and regulations applying to any benefits provided hereunder and (ii) pay the severance benefits, to the Executive extent applicable, to you pursuant to the terms and conditions set forth in Section 2(b) below. (b) In connection with your separation from the Company, commencing with the first month after your date of termination, and paid to you, or, to the extent that you are no longer living, your successor in trust of the ▇▇▇▇ ▇. ▇▇▇▇▇ Living Trust (dated 4/29/2005), in accordance with the payroll procedures of the Company, all of which shall be subject to applicable withholding and payroll taxes, and such other thandeductions as may be required under the Company’s employee benefit plans, you shall be entitled to: (i) an amount equal to twelve (12) months’ severance pay at the payment monthly rate of the Executive's earned and unpaid compensation through the effective date your current base salary of such termination; $284,000, payable in twenty four (24) semi-monthly installments, (ii) continued medical coverage for you and your family for twelve (12) months following your date of termination on the same terms and conditions (including cost sharing) made available to senior executives of the Company; PROVIDED THAT such coverage shall terminate if you become eligible for employer-provided medical coverage during such twelve (12) month period, (iii) immediate vesting of 100% of your outstanding unvested options, stock appreciation rights, restricted stock, deferred stock or other similar equity awards granted by the Company, with all outstanding options and stock appreciation rights being exercisable under the earlier of the expiration of the original term of such awards or for three (3) months following your date of termination, (iv) a bonus for 2009 in the amount of $99,400, to be paid at such time as bonuses are paid to other senior executives (currently estimated to be prior to the end of February 2010), and (v) a separation bonus of $124,013 payable in twenty four (24) semi-monthly installments. You agree and acknowledge that, other than as specifically provided for in this agreement, and excluding vested benefits, if any, under the Company’s 401(k) plan, which shall be paid to him in accordance with the terms of that plan, no additional payments are due from the Company on any basis whatsoever. (c) Notwithstanding anything to the contrary contained herein, you shall be entitled to the benefits described in Section 2(b) if and only if (i) you have executed and delivered this agreement to the Company, and (ii) subsequent to your separation, you shall not have (A) revoked or breached this agreement including the provisions of the general release set forth in Section 12 hereof, or (B) applied for unemployment compensation chargeable to the company during such severance period. (d) Notwithstanding anything herein to the contrary, if, at the time any payment is payable to you pursuant to the provisions of this letter agreement as a result of your “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated thereunder), the Company or any deferred bonuscompany in the affiliated group in which the Company’s financial statements are consolidated in accordance with generally accepted accounting principles has a class of equity securities traded on an established domestic or foreign securities market or otherwise including, subject without limitation, trading on an American exchange only as American Depositary receipts and you are then designated a “specified person” (as such term is defined in Section 409A of the Code and the regulations promulgated thereunder) on a list prepared by the Company periodically pursuant to Section 409A of the Code and the regulations promulgated thereunder, then, to the extent required by Section 409A of the Code and the regulations promulgated thereunder, during the six month period from and after the date of your “separation from service” the amount payable to you pursuant to the provisions of Section 409A 2 of this letter agreement shall not exceed the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product lesser of (x) two and times your annual base compensation or (y) two times the sum amount determined pursuant to Section 401(a)(17) of the Executive's annual Base Salary plus Code, and any excess amount which accrues to you during such period shall be withheld during such period and paid to you in a lump sum upon the Executive's Maximum Bonus Amount (as in effect as expiration of six months after the date of termination“separation from service” (or, if earlier than the end of such six month period, upon your death). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.

Severance. Subject to (i) Upon termination by the Company of the Executive's continued compliance employment with the Company for any reason other than for Cause (as defined below), or upon termination by the Executive of his employment with the Company for Good Reason (as defined below) within thirty (30) days of the occurrence of the circumstances giving rise to such Good Reason, then (i) the Executive shall be entitled to receive payment of any accrued and owing Base Salary for the applicable period, (ii) a lump-sum payment equal to one year's Base Salary at its then current rate, payable in a lump-sum sixty (60) days following the Executive's Separation from Service (as defined in section 409A of the Internal Revenue Code of 1986, as amended (the "Code")), (iii) the Executive shall vest as to an additional twenty percent (20%) of the shares subject to the Restricted Stock award and (iv) the Executive shall vest as to such additional portion of the shares subject to any then outstanding Deferred Shares Awards as is provided in the applicable Deferred Share Award agreements. (ii) Except for indemnification obligations under this Agreementapplicable indemnification agreements (including indemnification obligations contained in the Company charter and by-laws) and insurance policies, and vested rights in benefit plans of the Company, if any, the Company shall have no obligation to the Executive other thanin the case of any such termination except as set forth in this Section 4(g). (iii) Payment of any severance and the Executive's entitlement to any vesting acceleration are conditioned upon (A) the Executive signing a separation agreement prepared by the Company which includes a general release of claims and (B) the Executive's compliance with the restrictive covenants set forth in the Non-Compete, Non-Solicitation and Confidentiality Agreement between the Executive and GSL, effective as of April 9, 2006, attached hereto as Appendix C (the "Non-Compete, Non-Solicitation and Confidentiality Agreement"). (iv) For the sake of clarity, the severance payment provided for herein shall be in lieu of any amount to which the Executive would be entitled under the Company's severance policy, if any, in effect at the time of the termination. (v) In the event that the Executive's employment terminates due to death or becoming Disabled during the Term of this Agreement: (ix) the Executive (or the Executive's estate or appropriate beneficiary) shall receive a lump-sum cash payment equal to six (6) months of his then existing Base Salary (to be paid sixty (60) days following such death or determination of disability), (y) the Executive shall be entitled to two (2) years of group health and welfare benefits (including the conversion of any life or disability policies) at the Company's expense, and (z) the unvested portion of the Restricted Stock and Deferred Shares Award, if any, shall immediately vest in full. The Executive shall be considered "Disabled" as determined by the Board of Directors in good faith, taking into account circumstance where the Executive is entitled to any benefits under any long-term disability income plan of the Company applicable to the Executive. (vi) In the event the Executive becomes entitled to any payments of severance under this Section 2(g) and the Executive is a "specified employee" within the meaning of Section of 409A(a)(2)(B)(i) of the Code, the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to severance shall be delayed in accordance with the provisions of such section to the extent necessary or appropriate to avoid adverse tax consequences under Section 409A of the Code; (iii) . Furthermore, it is intended that the Agreement shall comply with the provisions of section 409A of the Code and the Treasury Regulations relating thereto so as not to subject the Executive to the payment of an amount equal additional taxes and interest under section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated, and administered in a manner consistent with these intentions, and to the sum extent that any regulations or other guidance issued under section 409A of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as Code would result in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) being subject to the provisions payment of Section additional income taxes or interest under section 409A of the Code, immediate payout the parties agree to amend this Agreement in order to avoid the application of benefits previously accrued such taxes or interest under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms section 409A of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementCode.

Severance. Subject If the Company terminates the Executive's employment without "cause" pursuant to Section 4(c) above (other than following a Change of Control, which is subject to Section 5) or the Executive's employment terminates as a result of a Notice of Non-Extension provided to the Executive by the Company pursuant to Section 2 above, then, subject to the Executive's execution of the Release attached hereto as Exhibit A (or in a substantially similar form as the Company deems necessary in order to comply with then applicable law) (the "Release") and the Release becoming effective in accordance with its terms not later than the sixtieth (60th) day following the Executive's termination of employment, the Executive shall be entitled to receive the following severance benefits: (i) as severance payments, the sum of (A) one (1) year of his then Base Salary and (B) the amount equal to the Executive's Target Bonus for the calendar year in which the Executive's termination of employment occurs, payable over a twelve (12) month period in accordance with the Company's payroll schedule in effect from time to time (the "Severance Payments"), and (ii) to the extent he is then a participant in the Company's health insurance plan and eligible for benefits under plan terms, and only if the benefit under this clause (ii) does not cause the Company to fail to satisfy the requirements of, or be in violation of, Section 2716 of the Public Health Service Act or Section 9815 of the Internal Revenue Code of 1986, as amended (the "Code"), to continued compliance health insurance coverage for one (1) year immediately following such termination at then existing employee contribution rates, which the Executive shall pay (such continued coverage to run concurrently with any continued coverage obligation under the federal law known as COBRA or any state equivalent) (the "COBRA Payments"). If the Company terminates the Executive's employment pursuant to Section 4(a) above or the Executive's employment is terminated pursuant to Section 4(b) above, then, subject to the Executive's (or, if applicable, his obligations estate's) execution of the Release and the Release becoming effective in accordance with its terms not later than the sixtieth (60th) day following the Executive's termination of employment, the Executive shall be entitled to receive the following severance benefits: (i) one (1) year of his then Base Salary, payable over a twelve (12) month period in accordance with the Company's payroll schedule in effect from time to time (the "Death/Disability Severance Payments"), and (ii) only in the event the Company terminates the Executive's employment pursuant to Section 4(a) above, the COBRA Payments. Such Severance Payments, Death/Disability Severance Payments, and COBRA Payments shall be the Executive's sole AmericasActive:9933006.8 entitlement upon termination of employment pursuant to Sections 4(a), 4(b), or 4(c) above, as applicable. Notwithstanding the foregoing, if the Company's payments under Section 4(e)(ii) (and under Section 5(ii) below) would violate the nondiscrimination rules applicable to non-grandfathered, insured group plans under the Affordable Care Act (the "ACA"), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder, the parties agree to reform Section 4(e)(ii) (and Section 5(ii) below) in a manner as is necessary to comply with the ACA. Subject to the last paragraph of this Section 4(e), the Severance Payments or the Death/Disability Severance Payments, and the COBRA Payments or the Enhanced COBRA Payments (as defined in Section 5 below) will commence on the sixtieth (60th) day following the Executive's termination of employment with the first payment inclusive of any payments that would have been otherwise payable during such initial sixty (60)-day period. Subject only to the Executive's delivery of an executed Release and such Release becoming effective within the provided sixty (60)-day period, the Company's obligation under this Section 4(e) shall be absolute and unconditional, and the Executive shall be entitled to such severance benefits regardless of the amount of compensation and benefits the Executive may earn or be entitled to with respect to any other employment he may obtain during the period for which severance payments are payable. If the Company terminates the Executive's employment with "cause" pursuant to Section 4(c) above, if the Executive terminates his employment pursuant to Section 4(d) above, or if the Executive's employment terminates as a result of a Notice of Non-Extension provided to the Company by the Executive, then the Executive shall not be entitled to any further payments under this Agreement, the Company shall have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonusincluding Base Salary, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount Bonus, Employee Benefits, Severance Payments, Death/Disability Severance Payments, COBRA Payments, Enhanced Severance Payment (as defined in effect as of the date of terminationSection 5 below), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; or Enhanced COBRA Payments (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below defined in Section 4.4(b), (c5 below) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by applicable law, including the terms payment of any amounts owed to the Executive and any obligation that the Company may have to offer the Executive continued benefit plan participation. To the extent that any amount payable under this Agreement constitutes an amount payable under a "nonqualified deferred compensation plan" (as defined in Section 409A of the Company's benefit plans Code (excluding severance planshereinafter, "Code Section 409A"); PROVIDED) that is not exempt from Code Section 409A, and such amount is payable as a result of a "separation from service" (as defined in Code Section 409A), including any amount payable under this Section 4 or Section 5 below, then, notwithstanding any other provision in this Agreement to the contrary, such payment will not be made to the Executive until the day after the date that in the event that such termination is within six (6) months following his separation from service (the Closing, (A) in lieu of the benefit set forth in clause (iii"Specified Employee Payment Date"), but only if, as of his separation from service, he is a "specified employee" under Code Section 409A and any relevant procedures that the Company shall pay may establish. For the Executive a lump sum cash amount equal to avoidance of doubt, on the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent SharesSpecified Employee Payment Date, the Executive will be paid in a single lump sum cash amount within 30 days following all payments that otherwise would have been made to him under this Agreement during the date six (6)-month period but were not made because of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or this paragraph. This paragraph will not be applicable after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementdeath.

Severance. Subject to the Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other than: (a) If (i) Employee's employment is terminated by the payment of the Executive's earned and unpaid compensation through the effective date of such termination; Company without "cause," (ii) the payment Company does not agree to extend the Employment Term upon the expiration thereof,(iii) Employee terminates his employment because the Company reduces his responsibilities or compensation in a manner which is tantamount to termination of any deferred bonusEmployee's employment, subject or (iv) within two years following a Sale of the Company (as defined in Section 9 of this Agreement), the Employee gives notice to the provisions Company of his resignation for "Good Reason" (as defined in Section 409A 8(b) hereof) setting forth in reasonable detail the circumstances claimed to constitute Good Reason and stating that it constitutes notice pursuant to this Section 8(a), and the stated basis for Good Reason has not been fully corrected within sixty (60) days from the date of such notice, the Code; Employee shall be entitled to (iiix) the payment of receive an amount equal to his total cash compensation (base salary plus bonus, excluding, however, any Change in Control Bonus paid pursuant to Section 9 hereof) for the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of year preceding the date of termination)the Employee's termination or the date on which the Employment Term expires, 50% of which shall as the case may be, such amount to be paid to the Executive upon the first business day following the six month anniversary of payable in a lump sum on the date of termination of employment and or the remainder of date on which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of Employment Term expires, as the New Parent Restricted Shares (andcase may be, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) continue to receive the sum of benefits referred to in Section 4(c) during the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days one year period following the date of termination or expiration (the "Severance Period"); provided, however, if any such event occurs prior to the extension of employment the initial Employment Term, the Employee shall be entitled to (A) an amount equal to any his then current salary, payable in a lump sum on the date of termination, (B) an amount withheld equal to his target annual bonus, payable in a lump sum on the date of termination, and (C) continue to receive the benefits referred to in Section 4(c) during the Severance Period. If the Employee's employment is terminated by the Company in connection with any Section 83(b) election made "for cause", the Employee shall not be entitled to severance compensation. The Employee covenants and agrees that he will not, during the one year period following the termination of the Employee's employment by the Executive Company, within any jurisdiction or marketing area in which the Company or any of its Affiliates (as defined below) is doing business or is qualified to do business, directly or indirectly own, manage, operate, control, be employed by or participate in the ownership, management, operation or control of, or be connected in any manner with, any business of the type and character engaged in and competitive with that conducted by the Company or any of its Affiliates at the time of such termination; provided, however, that ownership of securities of 2% or less of any class of securities of a public company shall not be considered to be competition with the Company or any of its Affiliates. For the purposes of this Agreement, the term "Affiliate" shall mean, with respect to the New Parent Restricted Shares; PROVIDEDCompany, FURTHERany person or entity which, that in directly or indirectly, owns or is owned by, or is under common ownership with, the event that such termination is on Company. The term "own" (including, with correlative meanings, "owned by" and "under common ownership with") shall mean the ownership of 50% or after the date that is six months after the Closing but prior to the first anniversary more of the Closing, in lieu voting securities (or their equivalent) of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementparticular entity.

Severance. Subject (a) If, during the Employment Term and any Renewal Term and either prior to the occurrence of a Change in Control or more than 12 months after a Change in Control, the Executive's continued compliance with his obligations under this Agreement’s employment is terminated by the Company without Cause, then, the Company shall have no liability or further obligation to the Executive other thanexcept as follows: the Executive shall be entitled to receive, subject to Section 6(f): (i) within 30 days of such termination of employment, any earned but unpaid Base Salary for the payment period prior to termination and any earned but unpaid bonuses, in cash, for prior periods which have ended at the time of such termination (“Entitlements”); (ii) at the time provided in such plan, any rights to which he is entitled in accordance with such applicable plan or program provisions under any employee benefit plan, program or arrangement, fringe benefit or incentive plan (“Rights”); and (iii) severance pay in an amount that is equal to six month’s Base Salary, less applicable withholdings and deductions, which shall be payable in accordance with the Company’s standard payroll practices over a period of six months from the termination of Executive’s employment pursuant to this Section 6(a); provided, however, such amounts payable under this section 6(a)(iii) shall be subject to set off by the Company for any amounts received by Executive during the six month period following his termination of employment with the Company as an employee, consultant, partner, owner or other similar capacity (such amounts shall be referred to herein as the “Initial Severance Pay”). Additionally, upon a termination of the Executive's ’s employment without Cause under this Section 6(a), (x) all non-vested time based Long-Term Incentive Awards and all non-vested but earned performance based Long-Term Incentive Awards shall accelerate, become fully earned and unpaid compensation through vested, and (y) the effective end of the performance period for all non-vested but unearned performance based Long-Term Incentive Awards shall be the date of such terminationtermination and a pro rata amount of any of such awards then deemed to be earned awards (determined by the number of completed days of the performance period for such award divided by the total number of days in such performance period) shall accelerate, become fully earned and vested; provided, that all unexercised share option awards shall terminate within six months of such termination of employment. As a condition of and upon receiving the severance pay under Section 6(a)(iii) and the acceleration of vesting of non-vested Long-Term Incentive Awards set forth in the immediately preceding paragraph, the Executive agrees to execute a release thereby releasing the Company and its affiliates from any and all obligations and liabilities to the Executive arising from or in connection with the Executive’s employment or termination of employment with the Company and its affiliates and any disagreements with respect to such employment, except that such release shall not apply with respect to any rights of the Executive to indemnification under the Company’s Declaration of Trust, By-Laws or a separate agreement, or to any rights of the Executive to indemnification or directors’ and officers’ liability insurance coverage of the Company and its affiliates. If the Executive does not execute the release and the release does not become irrevocable within 60 days of his termination of employment, the Executive shall forfeit his right to the severance pay under Section 6(a)(iii) and the acceleration of vesting of his non-vested Long-Term Incentive Awards. (b) If, during the Employment Term and any Renewal Term, the Executive’s employment is terminated in a Double Trigger Termination, then, the Company shall have no liability or further obligation to the Executive except as follows: the Executive shall be entitled to receive, subject to Section 6(f): (i) within 30 days of such termination of employment, any earned but unpaid Base Salary for the period prior to termination and any earned but unpaid bonuses, in cash, for prior periods which have ended at the time of such termination (“Entitlements”); (ii) at the payment of time provided in such plan, any deferred bonusrights to which he is entitled in accordance with such applicable plan or program provisions under any employee benefit plan, subject to the provisions of Section 409A of the Code; program or arrangement, fringe benefit or incentive plan (“Rights”); (iii) within 60 days of such termination of employment, severance pay (the “Post-CoC Severance Pay”) in a lump sum cash payment equal to two and one half (2.5) times the sum of: (x) the Executive’s Base Salary at termination (disregarding a reduction in Base Salary that constitutes Good Reason), and (y) the average of the last two annual cash bonuses the Company has paid to or agreed to pay to (if such payment has not yet been made) the Executive (the “Average Bonus”); (iv) within 60 days of such termination of employment, a lump sum cash payment of an amount equal to a pro rata annual bonus, without duplication of any Entitlements, determined by (x) the sum number of days the Executive was employed by the Company during the fiscal year divided by 365, and multiplied by (y) the Average Bonus (the “Pro Rata Cash Bonus”); and Additionally, upon a termination of the Executive's annual Base Salary plus ’s employment in a Double Trigger Termination under this Section 6(b), (x) all non-vested time based Long-Term Incentive Awards and all non-vested but earned performance based Long-Term Incentive Awards shall accelerate, become fully earned and vested, and (y) the end of the performance period for all non-vested but unearned performance based Long-Term Incentive Awards shall be the date of such termination and a pro rata amount of any of such awards then deemed to be earned awards (determined by the number of completed days of the performance period for such award divided by the total number of days in such performance period) shall accelerate, become fully earned and vested; provided, that all unexercised share option awards shall terminate within six months of such termination of employment. Additionally, medical, dental, disability, life insurance and other employee welfare benefits (the “Welfare Plans”) then provided to senior executives of the Company shall be continued following the date of termination for a period of two and one half (2.5) years and, if the Executive is precluded from participating in any Welfare Plan by its terms or applicable law during such period, the Company shall reimburse expenses actually incurred by the Executive during such period to obtain similar Welfare Plan coverage, but only to the extent Executive's Maximum Bonus Amount (as in effect ’s requested reimbursement of expenses for similar Welfare Plan coverage does not exceed the Company’s premiums or contributions that the Company would otherwise pay under the terms of this Agreement as of the date of the Executive’s termination), 50% or date of which payment if later, to continue Executive’s participation in the underlying Welfare Plan for the period the expenses were incurred by the Executive. Expenses reimbursable under this paragraph shall be paid reimbursed within thirty (30) days following Executive’s submission to the Executive upon Company of the first business day reimbursement request and supporting documentation reasonably requested by the Company and in no event later than the end of the calendar year following the six month anniversary of calendar year in which the date of termination of employment and expenses were incurred by Executive. The expenses eligible for reimbursement under this paragraph during any calendar year shall not affect the remainder of which shall be paid to the Executive expenses eligible for reimbursement under this paragraph in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), any other calendar year. (c) and (d); (v) subject to If during the provisions Employment Term, the Executive’s employment is terminated on account of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law death or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii)Disability, the Company shall pay have no liability or further obligation to the Executive except as follows: the Executive (and his estate or designated beneficiaries under any Company-sponsored employee benefit plan in the event of his death) shall be entitled to receive, subject to Section 6(f): (i) any Entitlements within 30 days of such termination of employment or, if later, the date such Entitlement would otherwise be paid to active employees of the Company, and any Rights at the time provided in the relevant plans; and (ii) Initial Severance Pay, which shall be payable in accordance with the Company’s standard payroll practices over a lump sum cash amount equal period of six months from the date of the termination of Executive’s employment pursuant to the product of this Section 6(c). Additionally, (x) the multiple set forth on ATTACHMENT 1 all non-vested time based Long-Term Incentive Awards and all non-vested but earned performance based Long-Term Incentive Awards shall accelerate, become fully earned and vested, and (y) the sum end of the Executive's annual base salary performance period for all non-vested but unearned performance based Long-Term Incentive Awards shall be the date of such termination and a pro rata amount of any of such awards then deemed to be earned awards (determined by the Executive's target bonus amount (each, as in effect as number of immediately prior to the Closing), (B) in lieu completed days of the benefit set forth performance period for such award divided by the total number of days in clause (ivsuch performance period) with respect shall accelerate, become fully earned and vested; provided, that all unexercised share option awards shall terminate within six months of such termination of employment. Additionally, the group health plan then provided to any Purchased Parent Shares, any Purchased Parent Shares senior executives of the Company shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days continued following the date of termination for a period of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by six months and, during such period, if the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that is precluded from participating in the event that such termination is on group health plan by its terms or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding provisoapplicable law at any time during such period, the Company shall pay reimburse expenses actually incurred by the Executive over a 24-month during such period in equal monthly installments to obtain similar coverage, but only to the product extent Executive’s requested reimbursement of (x) two and (y) expenses for such similar coverage does not exceed the sum of Company’s premiums or contributions that the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect Company would otherwise pay as of the date of terminationthe Executive’s termination to continue the Executive’s participation in the group health plan for the period the expenses for similar coverage are incurred by Executive. Expenses reimbursable under this paragraph shall be reimbursed within thirty (30) days following Executive’s submission to the Company of the reimbursement request and supporting documentation reasonably requested by the Company and in no event later than the end of the calendar year following the calendar year in which the expenses were incurred by Executive. The expenses eligible for reimbursement under this paragraph during any calendar year shall not affect the expenses eligible for reimbursement under this paragraph in any other calendar year. Notwithstanding the foregoing, the continuation period for group health benefits under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) by reason of the Executive’s termination of employment with the Company shall be measured from his actual date of termination of employment. As a condition of receiving the Initial Severance Pay under Section 6(c)(ii), the Executive, or the representative of his estate if he has died, agrees to execute a release thereby releasing the Company and its affiliates from any and all obligations and liabilities to the Executive arising from or in connection with the Executive’s employment or termination of employment with the Company and its affiliates and any disagreements with respect to such employment, except that such release shall not apply with respect to any rights of the Executive to indemnification under the Company’s Certificate of Incorporation, By-Laws or a separate agreement, or to any rights of the Executive to indemnification or directors’ and officers’ liability insurance coverage of the Company and its affiliates. If the Executive or the representative of his estate does not execute the release and the release does not become irrevocable within 60 days of his termination of employment or death, the Executive or the estate shall forfeit the right to the Initial Severance Pay under Section 6(c)(ii) and the acceleration of vesting of his non-vested Long-Term Incentive Awards. (d) If during the Employment Term and any Renewal Term, the Executive’s employment is terminated by the Company for Cause or by the Executive for any reason, (i) all non-vested and/or unexercised Long-Term Incentive Awards shall be forfeited, terminated and cancelled and (ii) the Company shall have no liability or further obligation to the Executive except as follows: the Executive shall be entitled to receive any Entitlements within 30 days of such termination of employment or, if later, the date such Entitlement would otherwise be paid to active employees of the Company, and any Rights at the time provided in the relevant plans. (e) The payments made pursuant to this Section 6 shall be excluded from all pension and benefit calculations under the employee benefit plans of the Company and its affiliates, except as otherwise provided in the applicable employee benefit plan. (f) Notwithstanding anything in this Section 6 to the contrary, if any amounts or benefits payable under this Agreement in the event of Executive’s termination of employment constitute “nonqualified deferred compensation” within the meaning of Code Section 409A, payment of such amounts and benefits shall commence when the Executive incurs a “separation from service” within the meaning of Treasury Regulation 1.409A-1(h), without regard to any of the optional provisions thereunder, from the Company and any entity that would be considered a single employer with the Company under Code Section 414(b) or 414(c) (“Separation from Service”). In Such payments or benefits shall be provided in accordance with the event that timing provisions of this Agreement by substituting the Agreement’s references to “termination of employment” or “termination” with Separation from Service. Notwithstanding the foregoing, if at the time of Executive’s Separation from Service the Executive is eligible a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), any amount or benefits that the constitutes “nonqualified deferred compensation” within the meaning of Code Section 409A that becomes payable to receive Executive on account of the severance benefits provided for by this Section 4.4(aExecutive’s Separation from Service will not be paid until after the earlier of (i) first business day of the seventh month following Executive’s Separation from Service, or (ii) the date of the Executive’s death (the “409A Suspension Period”). Within 14 calendar days after the end of the 409A Suspension Period, the Executive shall be paid a cash lump sum payment equal to any payments (including interest on any such payments, at an interest rate of not less than the prime interest rate, as published in the Wall Street Journal, over the period such payment is restricted from being paid to the Executive) and benefits that the Company would otherwise have been required to provide under this Section 6 but for the imposition of the 409A Suspension Period delayed because of the preceding sentence. Thereafter, the Executive shall receive any remaining payments and benefits due under this Section 6 in accordance with the terms of this Section (as if there had not been any Suspension Period beforehand). For the purposes of this Agreement, each payment that is part of a series of installment payments shall treated be eligible to receive severance benefits under any other Company plan, policy, or agreement.as a separate payment for purposes of Code Section 409A.

Severance. ○ Subject to the Executive's your continued compliance with his obligations under this the Company’s Proprietary Information and Inventions Agreement, if your employment is terminated by the Company without Cause (as defined below) (and other than by reason of your death or Disability (as defined below)) or you resign for Good Reason (as defined below), you shall have no obligation be entitled to receive, in lieu of any severance benefits to which you may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: ◾ Your fully earned but unpaid base salary, through the date such termination is effective at the rate then in effect, and all other amounts or benefits to which you are entitled under any compensation, retirement or benefit plan of the Company at the time of your termination of employment in accordance with the terms of such plans, including, without limitation, any continuation of benefits required by COBRA or applicable law; ◾ Your monthly base salary as in effect immediately prior to the Executive other than: date of your termination of employment for 6 months (ithe “Severance Period”), payable in accordance with the Company’s usual payroll practices (and in any event no less frequently than monthly), with the first installment commencing on the first payroll date that is 60 days following the date of your termination of employment (and any installment payments which would otherwise have been paid to you before the 60th day following the date of your termination of employment will be paid together with the first installment) (provided, however, that in the payment event such termination by the Company without Cause or resignation for Good Reason occurs following the occurrence of either a Qualifying Financing(s) (as defined below) or a Change in Control (as defined below), the Executive's earned Severance Period shall be increased to 12 months and unpaid compensation through the cash severance shall instead be paid in a lump sum on the Company’s first regularly-scheduled payroll date after the effective date of such terminationthe “Release” (as defined below)); and ◾ For the Severance Period (iior, if earlier, (1) the payment date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of any deferred bonus1985, subject to the provisions of Section 409A of the Code; as amended (iii“COBRA”) expires or (2) the payment date you become eligible to receive the equivalent or increased healthcare coverage by means of an amount equal to subsequent employment or self-employment) (such period, the sum of “COBRA Coverage Period”), if you and/or your eligible dependents who were covered under the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect Company’s health insurance plans as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of your termination of employment elect to have COBRA coverage and the remainder of which shall be paid to the Executive in equal installments each month thereafter are eligible for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii)coverage, the Company shall pay the Executive for or reimburse you on a lump sum cash monthly basis for an amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding provisomonthly premium you and/or your covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for you and/or your eligible dependents, as applicable, who were covered under the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect Company’s health plans as of the date of terminationyour termination of employment (calculated by reference to the premium as of the date of your termination of employment) less (B) the amount you would have had to pay to receive group health coverage for you and/or your covered dependents, as applicable, based on the cost sharing levels in effect on the date of your termination of employment. If any of the Company’s health benefits are self-funded as of the date of your termination of employment, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A (as defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth above, the Company shall instead pay to you the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). In You shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the event that election of such coverage and the Executive is timely payment of premiums. You shall notify the Company immediately if you become eligible to receive the severance benefits provided equivalent or increased healthcare coverage by means of subsequent employment or self-employment. ○ In addition, you shall be entitled to the following additional Stock Award (as defined below) acceleration under the circumstances described below: ◾ Upon a Change in Control, 50% of your unvested Stock Awards shall be automatically accelerated immediately prior to the occurrence of such Change in Control. ◾ In the event your termination by the Company without Cause or your resignation for Good Reason occurs within 90 days prior to or at any time following a Change in Control, the vesting and/or exercisability of all of your outstanding unvested Stock Awards (as defined below) shall be automatically accelerated in full on the later of (a) the date of your termination of employment or (b) the date of the Change in Control. ◾ Upon the termination of your employment by this Section 4.4(areason of your death or Disability (as defined below), the Executive vesting and/or exercisability of all of your outstanding unvested Stock Awards (as defined below) shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementautomatically accelerated in full on the date of your termination of employment.

Severance. Subject In connection with the termination of the Executive’s employment on the Separation Date, Executive shall be entitled to the Executive's following severance payments and benefits, consisting of (i) (A) earned but unpaid base salary (B) any earned but unpaid bonus for which the performance measurement period has ended prior to the Separation Date, (C) any accrued but unused vacation as of the Separation Date, and (D) unreimbursed but substantiated business expenses, in each case, payable as a lump sum within five (5) days of the Separation Date; and subject to Section 2(f), Section 2(g), Section 2(h) and continued compliance with his obligations under this AgreementSection 1(c) herein, the Company Executive shall have no obligation be entitled to the Executive other than: (iii) the payment continuation of the Executive's earned and unpaid compensation through ’s monthly base salary (at the effective date rate of such termination; $54,187.50 per month) in accordance with the Company’s normal payroll practices for a period of twenty-four (24) months following the Separation Date (“Severance”) (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount $30,428.37, payable within thirty (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day 30) days following the six month anniversary Separation Date, and (iii) subject to (A) Executive’s timely election of continuation coverage under the date Consolidated Omnibus Budget Reconciliation Act of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; 1985, as amended (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c“COBRA”) and (d); (vB) subject Executive’s continued copayment of premiums at the same level and cost to Executive as if the provisions of Section 409A Executive were an employee of the CodeCompany (excluding, immediate payout for purposes of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefitscalculating cost, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iiian employee’s ability to pay premiums with pre-tax dollars), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following entitled to (C) continued participation in the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect Company’s group health plan (to the New Parent Restricted Shares; PROVIDEDextent permitted under applicable law and the terms of such plan) which covers Executive (and Executive’s eligible dependents) for a period of eighteen (18) months at the Company’s expense, FURTHER, that to be paid in the event that such termination is on or after the date that is six months after the Closing but prior form of reimbursements to the first anniversary of the ClosingExecutive, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event provided that the Executive is eligible to receive and remains eligible for COBRA coverage; provided, further, that the severance benefits provided for Company may modify the continuation coverage contemplated by this Section 4.4(a)2(a)(iii)(C) to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) and (D) to the extent COBRA coverage expires after eighteen (18) months permitted by COBRA, Executive shall be entitled to up to six (6) months of cash payments equal to the Company’s average monthly cost paid pursuant to Section 2(a)(iii)(C) for the previous eighteen (18) months during COBRA coverage. Notwithstanding anything to the contrary, Executive shall not be eligible entitled to receive severance any payments or benefits under any other Company planthis Section 2(a)(iii) following December 13, policy2019. The Company’s first payment of Severance shall occur on the first scheduled payment date immediately following the date the General Release becomes irrevocable pursuant to Section 2(f), or agreementand such first payment shall include all payments scheduled to be made between the period of the Separation Date and the date the General Release becomes irrevocable.

Severance. Subject Notwithstanding any other provision of this Agreement: (A) If the Employee's employment with the Company terminates pursuant to either Section 4(c) (by the Company without Cause) or Section 4(d) (by the Employee for Good Reason) (other than a Termination upon Retirement) during the Designated Term, then the Company shall, upon delivery to the Executive's continued compliance with his obligations under this Agreement, Company of a release of any claims of the Employee against the Company shall have no obligation and its stockholders, directors, officers, employees, agents or other affiliates arising out of his employment relationship (other than claims to any compensation or benefits payable under or to be provided pursuant to this Section 5, or any rights of the Employee under Sections 6 or 7 hereof) executed by the Employee and reasonably satisfactory in form and substance to the Executive other than: Company (ia "Severance Release"), --------- ------- continue to pay and provide to the Employee (A) the compensation payable to him pursuant to Section 3(a) hereof, and (B) the benefits provided to him pursuant to Section 3(c) hereof (the compensation and benefits described in clauses (A) and (B), together, such Employee's "Base Severance Compensation"), and, unless ---- --------- ------------ such Termination of Employment was a Termination for Under-Performance, (C) any bonus accrued or earned by the Employee pursuant to the Bonus Plan and attributable to the Employee's performance for the portion of the year prior to his Termination of Employment, on a one-time only basis payable at the time of payment of bonuses to other executive employees under the Executive's earned Bonus Plan, and unpaid compensation through the effective date of such termination; (iiD) the payment of any deferred bonusfor each year, subject to the provisions of Section 409A of the Code; (iii) the payment 50% of an amount equal to the sum of compensation payable to the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of terminationEmployee pursuant to Section 3(a), 50% multiplied by a fraction, the numerator of which shall be paid to equals the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target aggregate bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive actually payable with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that preceding year to the Company's other executive employees in the event that such termination is on or after same bonus pay-out range as the date that is six months after the Closing but Employee was in prior to his Termination of Employment, and the first anniversary denominator of which equals the aggregate salary of such other executive employees for such preceding year (the compensation described in clauses (C) and (D) together, such Employee's "Variable Severance Compensation") for a period -------- --------- ------------ (the "Initial Severance Period") equal to the longer of (i) the remainder of the Closing------- --------- ------ Designated Term, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.and

Severance. (a) If Executive has a Separation from Service as a result of Executive’s discharge by the Company without Cause or by reason of Executive’s resignation for Good Reason, in either case within sixty (60) days prior to a Change in Control or within eighteen (18) months following a Change in Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise US-DOCS\75068345.1 be entitled under any severance plan or program of the Company, the benefits provided below, which, with respect to clause (ii), will be payable in a lump sum on the day that is sixty (60) days following the date of Executive’s Separation from Service: (i) The Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of Executive’s Separation from Service at the rate then in effect, reimbursement of business expenses incurred prior to the date of Executive’s Separation from Service and properly submitted in accordance with Company policy, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by Section 3(a)(iv) below), health benefits plan or other Company group benefit plan to which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Separation from Service (the “Accrued Obligations”); (ii) Subject to the Section 3(c) and Executive's ’s continued compliance with his obligations Section 4, Executive shall be entitled to receive severance pay in an amount equal to one hundred percent (100%) multiplied by the sum of (x) Executive’s annual base salary as in effect immediately prior to the date of Executive’s Separation from Service, plus (y) Executive’s target annual bonus for the calendar year in which Executive’s Separation from Service occurs; (iii) Subject to Section 3(c) and Executive’s continued compliance with Section 4, for the period beginning on the date of Executive’s Separation from Service and ending on the date which is twelve (12) full months following the date of Executive’s Separation from Service (or, if earlier, the date on which the applicable continuation period under this Agreementthe Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires) (the “COBRA Coverage Period”), the Company shall have no obligation continue to provide Executive and his or her eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Separation from Service with health (including medical and dental) insurance benefits substantially similar to those provided to Executive and his or her dependents immediately prior to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; Separation from Service. If any of the Company’s health benefits are self-funded as of the date of Executive’s Separation from Service, or if the Company cannot provide the foregoing benefits in a manner that is exempt from or otherwise compliant with applicable law or the provision of such benefits may result in the Company incurring penalties under applicable law (iiincluding, without limitation, Section 409A of the Code and Section 2716 of the Public Health Service Act), instead of providing continued health insurance benefits as set forth above, the Company shall instead pay to Executive an amount equal to the monthly premium payment for Executive and his or her eligible dependents who were covered under the Company’s health plans as of the date of Executive’s Separation from Service (calculated by reference to the premium as of the date of Separation from Service) as currently taxable compensation in substantially equal monthly installments over the COBRA Coverage Period (or the remaining portion thereof); (iv) Subject to Section 3(c) and Executive’s continued compliance with Section 4, the vesting and/or exercisability of each of Executive’s outstanding Stock Awards (other than Performance Awards, which will vest as to the “target” number of shares subject to such performance Awards, except to the extent alternative acceleration is specifically provided for pursuant to the grant documents) shall be accelerated in full effective as of the later of (A) the date of Executive’s Separation from Service or (B) the date of the Change in Control (provided that payment or settlement of any deferred bonus, subject such Stock Awards may be delayed as provided in the grant documents to the provisions of extent required by Section 409A of the Code; (iii). Nothing in this Section 3(a)(iv) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid construed to limit any more favorable vesting applicable to Executive’s Stock Awards in the Executive upon Company’s equity plan(s) and/or the first business day following stock award agreements under which the six month anniversary Stock Awards were granted. The foregoing provisions are hereby deemed to be a part of the date of termination of employment each Stock Award and the remainder of which shall be paid to the Executive supersede any less favorable provision in equal installments each month thereafter for six monthsany agreement or plan regarding such Stock Award; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); US-DOCS\75068345.1 (v) subject Notwithstanding any other provision of this Agreement to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Sharescontrary, any Purchased Parent Shares severance benefits payable to Executive under this Agreement shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to reduced by any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld severance benefits payable by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary an affiliate of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits such individual under any other Company policy, plan, policyprogram, agreement or agreementarrangement, including, without limitation, any severance agreement between such individual and any entity.

Severance. Subject to Provided the Executive's continued compliance with his obligations under this AgreementSeparation Date occurs, the Company shall have no obligation and the Executive agree that the Executive’s separation from employment with the Company will be treated as a “Qualifying Termination” (as defined in the Employment Agreement), provided that the employment is not terminated due to a termination for “Cause” (as defined in the Employment Agreement) prior to the Executive other than: Separation Date. Accordingly, (ia) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the The Company shall pay the Executive an aggregate cash severance amount equal to Two Million and Forty-Thousand Dollars ($2,040,000.00) payable in a lump sum, less all applicable taxes, withholdings and deductions, in the first payroll period following the date on which the Agreement becomes effective and non-revocable, and as provided for in the Employment Agreement, subject to Sections 2.3, 2.4 and 4.6 below. (b) Effective as of the Termination Date, and subject to Sections 2.3, 2.4 and 4.6 below, the Executive’s outstanding incentive equity awards shall be treated as set forth below: (i) All of the Executive’s outstanding time-based restricted stock units (“RSUs”) which would have otherwise vested within one year following the Termination Date (totaling 16,737 RSUs) will become vested as of the Termination Date and settled in shares of Company common stock, to be provided to the Executive within sixty (60) days after the Termination Date, pursuant to the terms and conditions of (a) the Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan and (b) Award Agreement – Restricted Stock Units, each dated (x) June 1, 2018, (y) February 27, 2019 and (z) February 25, 2020, between the Company and the Executive. (ii) All of the Executive’s stock options which would have otherwise vested within one year following the Termination Date (totaling 30,541 options) will become vested as of the Termination Date and shall remain outstanding and exercisable for a period of two (2) years (but not beyond the original expiration date) immediately following the Termination Date, pursuant to the terms and conditions of (a) the Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan and (b) Award Agreement – Non-Qualified Stock Options, each dated (x) June 1 2018, (y) February 27, 2019 and (z) February 25, 2020, between the Company and the Executive. (iii) The Executive’s performance-based long term incentive awards (“PVRSUs”) held as of the Termination Date, shall vest and be paid pro-rata (totaling 11,832 shares), based upon the portion of the full performance period during which Executive was employed by the Company plus twelve (12) months (or if less, the entire performance period remaining after the Termination Date), provided only that the performance goals applicable to the PVRSUs are achieved. Payment of any such PVRSUs will occur at the same time that such PVRSUs are paid to actively-employed employees generally, as set forth in the Employment Agreement. The Executive has no other outstanding incentive awards, equity awards or equity rights with the Company or any Released Party (“Released Party” defined throughout the Agreement herein as defined in the Release identified in Section 2.4 and attached hereto as Exhibit A), except as set forth in subsection (b) and (h) and herein. For the avoidance of doubt, the Executive is not entitled to any future Company incentive awards or equity rights that may otherwise be provided to officers or employees of the Company after the date of this Agreement (January 19, 2021). Furthermore, for the avoidance of doubt, except as provided for in subsection (b) herein, nothing contained herein shall affect the terms of restricted stock shares or other equity compensation previously awarded to the Executive, under the Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan, as amended from time to time (“WHR Plan”) which shall continue to be governed under the terms and conditions of the WHR Plan. (c) The Executive shall continue to be eligible to participate in the Company’s Officer Deferred Compensation Plan and 401(k) Plan up to and including the Separation Date, in accordance with the terms thereof. (d) The Executive shall continue to participate in the health plans in which she currently participates through the end of the month in which the Separation Date occurs. Following the Separation Date, the Executive may elect to continue dental and vision plan coverage in accordance with the provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at her own expense; provided that the Company shall provide the Executive with a cash payment of twenty-nine thousand three hundred and fifty-four dollars ($29,354.00), less applicable taxes, withholdings and deductions (the “Health Reimbursement Payment”), which is meant to represent eighteen (18) months of the Executive’s estimated COBRA premiums for such coverage. The Health Reimbursement Payment shall be paid in a lump sum cash amount equal on or before the sixtieth (60th) day following the Separation Date, subject to Sections 2.3, 2.4 and 4.6 below. (e) To the extent the Executive would otherwise be entitled as an executive of the Company to participate in the Company’s executive health physical program, such entitlement will be provided to the product of Executive through December 31, 2021. (xf) The Executive shall be eligible to continue to use the multiple set forth on ATTACHMENT 1 and (y) vehicle provided to her through the sum of Company’s executive car lease program in which she currently participates, upon the Executive's annual base salary and the Executive's target bonus amount (each, same terms as currently are in effect as for her, through the Separation Date and for a grace period of immediately up to 15 calendar days thereafter. The Executive shall have the option to purchase the vehicle in accordance with the terms of such program for use, at her own expense. If the Executive chooses not to purchase the vehicle, the Executive shall relinquish the vehicle to the Company’s Human Resources Department on or before March 15, 2021. (g) The Executive shall be entitled to outplacement services rendered by a firm selected by the Company, provided the services are utilized no later than twelve (12) months following the Separation Date. (h) To the extent not otherwise paid prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent SharesSeparation Date, the Executive will be paid receive a 2020 Incentive Payment, in the form of an additional lump sum cash amount within 30 days following payment, subject to applicable taxes, withholdings and deductions, made payable, to the date extent made payable and in the percentage made payable to actively employed associates of termination the Company, at the same time that incentive compensation awards, if any, for calendar year 2020 are paid. The 2020 Incentive Payment will be made subject to and determined based on the Company’s attainment of employment equal applicable performance goals, as certified, and in accordance with the terms and conditions of the Wyndham Hotels & Resorts 2020 Global Annual Incentive Plan. (i) The Executive may continue to use the financial services provided through the AYCO Company through the 2021 tax season ending on April 15, 2022. (j) Notwithstanding any amount withheld by other provision of this Agreement or the Company in connection with any Section 83(b) election made by Employment Agreement, all payments to, vesting, benefits, and other rights of the Executive with respect under this Section 2.1 shall be subject to the New Parent Restricted Shares; PROVIDEDSections 2.3, FURTHER2.4 and 4.6 of this Agreement. In addition, that and without limitation of its rights at law or in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding provisoequity, the Company shall pay reserves the right to suspend payments to, vesting, benefits and other rights of the Executive over if the Company has a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event belief that the Executive is eligible to receive in breach of Section 3 of this Agreement, or otherwise is in breach of any representation, affirmation or acknowledgement by Executive under this Agreement or the severance benefits Release as defined in Section 2.4 herein and attached hereto as Exhibit A. (k) Except as provided for by in this Section 4.4(a)2.1, the Executive shall acknowledges and agrees that she is not be eligible entitled to receive any severance benefits under any other Company severance plan, policyarrangement, agreement or program of the Company or its affiliates, or agreementany of the Released Parties or any Released Party. (l) The Executive shall be entitled to keep her Company-issued iPhone (including the telephone number associated with the iPhone) (“Phone”), iPad (“iPad”), and laptop computer (“Laptop”). The Executive will provide the Company’s Information Security and Information Technology Departments with her Phone, iPad and Laptop, and the Company shall be permitted to image the Phone, iPad and Laptop, remove and replace the hard drive associated with the Laptop and otherwise erase all information from the Phone, iPad and Laptop, and then return the Phone, iPad and Laptop to the Executive for her personal use. The Executive shall assume all financial responsibility associated with the Phone, iPad and Laptop as of the Separation Date. The Company will provide reasonable transitional IT assistance.

Severance. (a) Subject to Section 1(b), Annex B and the Executive's continued compliance with his obligations under other terms and conditions of this Agreementletter agreement, in the Company shall have no obligation event that, during the Termination Period, your employment is terminated without Cause or you resign for Good Reason (any such termination during the Termination Period, a “Qualifying Termination”), in addition to any unpaid salary, accrued but unpaid bonus for the Executive other than: year preceding the year of termination, and vested benefits (iincluding, but not limited to, reimbursement for reimbursable business expenses incurred prior to such termination, unused vacation, and unused sick days) the payment owed to you as of the Executive's earned and unpaid compensation through the effective date of such termination, you (or in the event of your death following a Qualifying Termination, your beneficiary) shall be entitled to: (i) a severance payment (“Severance Payment”) equal to: (A) in the case of a Qualifying Termination during Protection Period One, 1.5 times of the sum of (x) your then annual base salary and (y) your target bonus for the year of termination, which Severance Payment shall be paid to you, with respect to the salary component, in substantially equal installments in accordance with the Company’s regular payroll policies over a period of eighteen (18) months following the date of such termination, and with respect to the bonus component, in a lump sum; or 2750/70442-001 CURRENT/81215729v7 2750/70442-001 CURRENT/81215729v8 (B) in the case of a Qualifying Termination during Protection Period Two, 1.0 times of the sum of (x) your then annual base salary and (y) your target bonus for the year of termination, which Severance Payment shall be paid to you, with respect to the salary component, in substantially equal installments in accordance with the Company’s regular payroll policies over a period of twelve (12) months following the date of such termination (such twelve (12) month period with respect to Protection Period Two and the eighteen (18) month period described in Section 1(a)(i)(A) with respect to Protection Period One, each a “Severance Period”), and with respect to the bonus component, in a lump sum; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the a monthly payment of an amount equal to the sum monthly premiums for continuation coverage under the Company’s group health plans (in which you and your applicable covered dependents participated immediately prior to your Qualifying Termination) for the period beginning on your employment termination date and ending on the earlier of (x) the expiration of the Executive's annual Base Salary plus applicable Severance Period and (y) the Executive's Maximum Bonus Amount date you become eligible for group health insurance coverage through a new employer (the “COBRA Payments”) (subject to your timely completion and submission of the necessary election forms, and further subject to your co-payment of the monthly premiums (if any) at the applicable active employees’ rate and any administrative fee); provided that if such continuation coverage violates federal non-discrimination laws or rules applicable to such group health insurance plan(s) in a manner that adversely affects the Company or any of its affiliates, as reasonably determined by the Company in effect its sole discretion, you and the Company will work together to identify an alternative arrangement that provides substantially the same economic benefit as these COBRA Payments without any increase in cost to the Company; and (iii) vesting of each outstanding equity award granted to you by the Company that is listed in Annex C (“Equity Awards”), to the extent provided below (“Equity Vesting”): (A) except with respect to Equity Awards that are shares of restricted stock of the Company, for your unvested Equity Awards that have no performance requirements (“Time-Vested Awards”) and for your unvested Equity Awards that have performance requirements and/or milestones (“Performance-Vested Awards”) for which the performance requirements and/or milestones were satisfied as of the date of terminationyour Qualifying Termination, continued vesting during the applicable Severance Period (twelve or eighteen months, as the case may be under Section 1(a)(i), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), 2750/70442-001 CURRENT/81215729v8 (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to Equity Awards that are shares of restricted stock of the Company in exchange for a refund which performance requirements and/or milestones were satisfied or no performance requirements or milestones were required as of your Qualifying Termination, accelerated vesting of the full purchase price within 30 days following such return portion of the shares of restricted stock that would have otherwise vested during the applicable Severance Period had you not had a Qualifying Termination and had you continued to be employed by the Company during the applicable Severance Period; (C) in lieu of for your Performance-Vested Awards for which the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect performance requirements and/or milestones were not satisfied as of the date of termination). In your Qualifying Termination (other than the event that September 2016 performance-based restricted stock award subject to a performance milestone based on achievement of a specified quarterly revenue run rate target through June 30, 2018 (the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a“September 2016 RSA”), accelerated vesting of the portion of the Performance-Vested Awards that vest within six (6) months following your Qualifying Termination based on the actual achievement of the applicable performance requirements and/or milestones and without regard to any further time-based vesting requirement; and (D) for your September 2016 RSA, accelerated vesting of that award on the date of the actual achievement of the performance milestone by June 30, 2018 and without regard to any further time-based vesting requirement. Equity Awards that are not vested by the dates set forth above shall be forfeited and cancelled in their entirety on such applicable dates. (b) Notwithstanding anything herein to the contrary, the Company’s (or any of its affiliates’) obligations to pay you the Severance Payments, pay you the COBRA Payments, and provide you the Equity Vesting as described in Section 1(a)(iii) shall be conditioned upon your execution, delivery, and non-revocation of a valid and enforceable release of claims in favor of the Company and its affiliates that is substantially in the form attached hereto as Annex D (the “Release”) which Release, within 60 days after your termination date, has become effective and is no longer subject to revocation under applicable law. Subject to the foregoing and the provisions set forth herein, the Severance Payments and COBRA Payments will commence to be paid to you on the 61st day following your employment termination date, and shall include any Severance Payments and COBRA Payments that were otherwise scheduled to be paid prior thereto. Subject to the foregoing and the provisions set forth herein, vesting and forfeiture of Equity Awards shall be suspended during the sixty (60) day period following the date of your Qualifying Termination (“Suspension Period”), and such Equity Awards shall vest only (including those scheduled to vest during the Suspension Period) at the end of and following the Suspension Period in accordance with Section 1(a)(iii) if you timely execute and do not revoke the Release during the Suspension Period. 2750/70442-001 CURRENT/81215729v8 (c) Notwithstanding anything herein to the contrary, a Qualifying Termination shall occur only if such termination occurs on or following the Company’s hiring of a new Chief Executive Officer of the Company who is not currently employed by the Company (“New CEO”) or if such termination is in connection with, or otherwise related to the hiring of a New CEO. Any termination that occurs as a result of any action by the Company’s current Chief Executive Officer shall not be eligible a Qualifying Termination under this letter agreement. Notwithstanding anything in this Section 1 to receive severance benefits under any other the contrary, in the event your employment is terminated by the Company planwithout Cause or by you for Good Reason on or after the execution date of this letter agreement but before the Commencement Date, policyand your termination follows, is in connection with, or agreementis otherwise related to, the hiring of a New CEO, you shall be deemed for purposes of this letter agreement to have had a Qualifying Termination on the Commencement Date and therefore entitled to the Severance Payments, COBRA Payments, and Equity Vesting under Section 1 (in addition to any salary or bonus earned, health benefits provided, or Equity Award vesting from the date of your actual termination of employment to the Commencement Date), subject to the terms and conditions set forth therein.

Severance. (a) Subject to the Executivelimitations set forth in Section 13, if the Employee's continued compliance with his employment is terminated by the Subsidiary without Substantial Cause (including, without limitation, upon termination of this Agreement following notice thereof by the Company or the Subsidiary pursuant to Section 3 hereof) or by the Employee for Good Reason, then, without further liability of the Subsidiary or the Company, except for their obligations pursuant to this Section 10(a) and their obligations to pay or provide any salary and expenses accrued to the termination date, any unpaid bonus referred to in Section 4(b) hereof, any Closing Bonus (whether payable before or after such termination of employment) pursuant to Section 4(c) hereof, and such rights and benefits of participation of or in respect of the Employee under this Agreementemployee benefit plans, programs and arrangements of the Company, the Company shall have no obligation to Subsidiary and their Affiliates, in accordance with the Executive other than: terms and provisions of such plans, programs and arrangements, (i) the payment of Employee shall be entitled to severance compensation for the Executive's earned and unpaid compensation through the effective date of Severance Period (as hereinafter defined) following any such termination, payable in equal monthly installments, subject to withholding and other applicable taxes, at an annual rate equal to the Employee's base salary for the year of termination, as such annual rate is increased from year to year in accordance with Section 4(a) hereof; (ii) as additional severance compensation following any such termination, the payment of any deferred bonus, subject Employee shall be entitled to the provisions bonus compensation referred to in Section 4(b) hereof for the Severance Period, payable as and when ordinarily determined for the applicable year, with a bonus not less than seventy-five percent (75%) of Section 409A his rate of annual base salary in effect for the Codeyear of termination; (iii) the payment of an amount equal to Employee and the sum of the ExecutiveEmployee's annual Base Salary plus the Executive's Maximum Bonus Amount spouse and Dependent Children (as in effect as of the date of termination), 50% of which hereinafter defined) shall be paid entitled to the Executive upon the first business day following the six month anniversary of medical and dental benefits as provided immediately prior to the date of termination of employment and the remainder of which shall continue for the Severance Period (which benefits shall be paid terminated sooner to the Executive extent provided by another employer and shall be subject to coordination with Medicare payments in equal installments each month thereafter for six monthsaccordance with the terms of the applicable benefit plan); (iv) treatment of the New Parent Restricted Shares (andEmployee shall be entitled to receive, during the Severance Period, the benefits described in Section 4(d) hereof and the automobile and club membership rights and perquisites described in Section 4(e) hereof, PROVIDED, HOWEVER, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's any such benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.is

Severance. Subject (a) If the Company terminates your employment other than: (1) for Cause (as defined below); (2) because of your death; or (3) because of a disability that renders you incapable of performing the essential functions of your position with or without reasonable accommodation; or if you resign for Good Reason (as defined below), then, conditioned upon your execution of a written release reasonably acceptable to the Executive's Company and you (a “Release”) that becomes binding upon you and the Company (to be drafted and provided by the Company) of any and all claims, including without limitation any claims for lost wages or benefits, stock options, breach of contract, employment discrimination, compensatory damages, punitive damages, attorneys' fees, equitable relief, or any other form of damages or relief you may assert against the Company, you shall receive the following benefits: (i) twelve (12) months of continued compliance payment of annual salary at your then-current annual salary rate payable in accordance with his obligations the Company’s regular payroll procedures, and (ii) reimbursement of your payment of premiums for continued health benefits (i.e., medical, dental and vision) for you and your covered dependents under the Company’s health plans for twelve (12) months, payable when such premiums are due (provided you validly elect to continue coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) following receipt of notice thereof). (b) If the Company terminates your employment other than: (1) for Cause (as defined below); (2) because of your death; or (3) because of a disability that renders you incapable of performing the essential functions of your position with or without reasonable accommodation; or if you resign for Good Reason (as defined below), and such termination or resignation occurs during the period commencing on the date the Company enters into a non-binding (or binding) letter of intent which if consummated would constitute a Change in Control, as that term is defined in the LTIP, and ends thirty-one (31) days following the first anniversary of a Change in Control, then subject to your executing and not revoking a Release within the time period set forth in paragraph 3(c) of this Agreement, the Company shall have will provide you with (i) eighteen (18) months of continued payment of annual salary at your then-current annual base salary rate payable in accordance with the Company’s regular payroll procedures; (ii) reimbursement of your payment of premiums for continued health benefits (i.e., medical, dental and vision) for you and your covered dependents under the Company’s health plans for eighteen (18) months, payable when such premiums are due (provided you validly elect to continue coverage under COBRA following receipt of notice thereof; and (iii) 100% of the remaining unvested shares underlying the Option will become immediately vested upon such termination or resignation. No severance or other benefits pursuant to this Agreement will be paid or provided until the Release becomes effective. (c) No severance or other benefits payable under Section 3 of this Agreement will be paid or provided unless the Release becomes effective and irrevocable no obligation later than sixty (60) days following your termination date or such earlier date required by the Release (such deadline, the “Release Deadline”). If the Release does not become effective by the Release Deadline, you will forfeit any rights to severance or benefits under this Agreement. No severance payments or benefits will be provided until the Executive Release becomes effective. Notwithstanding any contrary provisions of this Section 3, in the event that your termination occurs at a time during the calendar year where it would be possible for the Release to become effective in the calendar year following the calendar year of your termination, then any severance payments or benefits provided by this Agreement that may be considered Deferred Compensation Separation Benefits (as defined below) under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations and any other than: guidance promulgated thereunder (“Section 409A”)) will be provided on the first payroll date to occur during the calendar year following the calendar year of your termination, or, if later, (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; Release Deadline, (ii) such time as required by the payment of any deferred bonusschedule applicable to each severance benefit, subject to the provisions of Section 409A of the Code; or (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (such time as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms Section 4 of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementAgreement.

Severance. Subject (a) Upon termination of Executive’s employment with the Company due to death or Disability (defined below), in addition to the Accrued Obligations, the Company shall pay and provide to Executive the following payments and benefits: (i) A prorated Annual Bonus for the calendar year during which the date of termination occurs, the amount of which shall be equal to the amount of the Annual Bonus that would have been paid to Executive had he remained employed for the entire calendar year based upon actual performance multiplied by a fraction, the numerator of which is the number of days in such calendar year prior to and including the date of termination and the denominator of which is the number of days in such calendar year, payable at the same time that annual bonuses are payable to DMC’s senior executives generally (the “Prorated Bonus”); and (ii) To the extent then-outstanding and unvested, any LTIP Awards grants contemplated by Section 5.3 shall vest in full and become non-forfeitable. (b) Upon termination of Executive's continued compliance ’s employment with his the Company by the Company without Cause (defined below) or upon Executive’s resignation from employment for Good Reason (defined below), in either case absent a Change in Control (defined below), and in each case contingent upon Executive’s execution, non-revocation, and delivery of a Confidential Severance and Release Agreement in a form substantially similar to Exhibit C of this Agreement and acceptable to the Company (the “Release Agreement”), in addition to the Accrued Obligations, Executive shall be entitled to the following payments and benefits: (i) A lump sum severance payment in an amount equal to (x) twelve (12) months of Base Salary; and (y) one (1) times the sum of the average Annual Bonus (if any) paid to Executive for the two (2) years preceding the date of termination (or, if shorter, the Annual Bonus paid (if any) in the preceding year, or if Executive has not yet completed an Annual Bonus cycle, the Target Bonus), less applicable withholdings and deductions, payable on the 60th day following the date of termination (or the following business day, if such date is not a business day); (ii) A Prorated Bonus; and (iii) To the extent then-outstanding and unvested, any LTIP grants contemplated by Section 5.3 shall vest in full and become non-forfeitable. (c) Upon termination of Executive’s employment with the Company by the Company without Cause or upon Executive’s resignation from employment for Good Reason, in either case within one year following a Change in Control, in each case contingent upon Executive’s execution, non-revocation, and delivery of the Release Agreement, in addition to the Accrued Obligations, Executive shall be entitled to the following payments and benefits: (i) A lump sum severance payment in an amount equal to (x) twenty-four (24) months of Base Salary; and (y) one (1) times the sum of the average Annual Bonus (if any) paid to Executive for the two (2) years preceding the date of termination (or, if shorter, the Annual Bonus paid (if any) in the preceding year, or if Executive has not yet completed an Annual Bonus cycle, the Target Bonus), less applicable withholdings and deductions, payable on the 60th day following the date of termination (or the following business day, if such date is not a business day); (ii) A Prorated Bonus; and (iii) To the extent then-outstanding and unvested, any LTIP grants contemplated by Section 5.3 shall vest in full and become non-forfeitable. (d) The Company’s obligations under this Section 6.3 (other than the Accrued Obligations) are subject to the requirements and time periods set forth in this Section 6.3 and in the Release Agreement. Prior to receiving the payments described in this Section 6.3, Executive shall execute the Release Agreement on or before the date sixty (60) days after the last day of Executive’s employment and shall not revoke such Release Agreement during any applicable revocation period. If Executive fails to timely execute and remit the Release Agreement, or revokes such Release Agreement, Executive waives any right to the payments provided under this Section 6.3. The Company will have no further obligations to Executive under this Agreement or otherwise after making payments pursuant to this Section 6.3, if any. Lump sum cash severance payments under this Section 6.3 shall be made within sixty (60) days of Executive’s execution and delivery of the Release Agreement; provided, however, that Executive has not and can no longer revoke the Release Agreement on the date of payment. (e) Notwithstanding anything in the Agreement to the contrary, the Company shall have no obligation the right to the terminate all payments and benefits owing to Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment pursuant to this Section 6.3 upon Company’s discovery of any deferred bonus, subject to the provisions material breach by Executive of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the ’s continuing obligations under this Agreement or Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued ’s obligations under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementRelease Agreement.

Severance. Subject to the Executive's ’s continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other than: (i) the payment of the Executive's ’s earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”); (iii) the payment of an amount equal to the sum of the Executive's ’s annual Base Salary plus the Executive's Maximum ’s Target Bonus Amount (as in effect as of but not the date of terminationAdditional Bonus), fifty percent (50% %) of which shall be paid to the Executive upon the first business day following the six (6) month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six (6) months; and (iv) treatment of the New Parent Restricted Shares Options (and, if applicable, Purchased Parent Shares) as described below in Section Sections 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's ’s benefit plans (excluding severance plans); PROVIDEDprovided, that if the termination without Cause occurs within the six (6) month period after a Change of Control (as defined in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iiiSection 4.8 below), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit cash severance benefits set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding provisoabove, the Company Executive shall pay receive the Executive payment over a 24-twelve (12) month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's ’s annual Base Salary plus the greater of (x) the Executive's Maximum ’s Target Bonus Amount (but not the Additional Bonus) as in effect as of the date of termination)termination and (y) the Target Bonus (but not the Additional Bonus) paid to the Executive for the year immediately preceding the year in which the date of termination occurs. In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement. With respect to clauses (i) and (ii), and for the avoidance of doubt, the fact that the Company might pay, after the Executive’s termination date, to its or its Affiliates’ employees a bonus relating to the Company’s performance during all or any part of the period when the Executive was an employee of the Company shall not give rise to any entitlement by the Executive to any such bonus, or to the Target Bonus or the Additional Bonus, whether as earned compensation, a deferred bonus, or otherwise.

Severance. Subject (a) Should JH exercise its discretion to terminate Executive's employment pursuant to Section 4, JH will provide one payment of Annual Salary and target Ann▇▇▇ ▇▇▇▇▇ ▇▇ Executive in the amount set forth in Section 3(a) and 3(d) less applicable deductions together with a proportion of the Annual Bonus represented by the months actually served by the Executive in the bonus year, at the target rate, the latter too be paid following the end of the year and finalization of accounts. For the purposes of this Section 5, a reduction by the Company in the Executive's continued compliance Annual Base Salary to less than (a) $337,000 or (b) the Executive's Annual Base Salary at the time of such reduction constitutes termination of the Executive's employment unless done so with his obligations under this the written agreement of the Executive. (b) Payment to Executive pursuant to (a) above constitutes severance pay and shall be payable only upon the return to JH of a General Release and Covenant Not To Sue ("Release") in the form set forth in the Exhibit to the Agreement, ▇▇ecuted by Executive in accordance with the Company shall have no obligation provisions of the Release. (c) Executive agrees that the opportunity and/or the actual receipt of severance pay described in (a) or (b) above in any amount, is sufficient consideration for the provisions set forth in the Agreement as well as the Release. (d) For the period of twelve (12) months after his last day of employment as set forth in Section 4 subject to (c) above, Executive will be paid the amount charged by JH in accordance with applicable law for continued coverage under the applicable JH medical welfare benefit plan available to Executive other than: as of his last day of employment within which he was a participant under the same terms, while JH simultaneously complies with Consolidated Omnibus Budget Reconciliation Act, as amended (i) "COBRA"), thereafter the payment of the Executive's earned and unpaid compensation through entire premium being the effective date sole responsibility of such termination; (ii) Executive for the payment of any deferred bonus, subject to the provisions of Section 409A remainder of the Code; COBRA period. (iiie) the payment of an amount equal to the sum Within 7 day's of the Executive's annual Base Salary plus last day of employment as described in Section 4, Executive shall, relinquish and/or surrender possession, custody and control of any automobile or other vehicle or device provided by JH to Executive during the period of his employment pursuant to Section 3(f) or otherwise as a consequence of Executive's Maximum Bonus Amount employment, which Executive acknowledges is the property of JH. (as in effect as f) The rights of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) any JH plan that JH has voluntarily designated Executive as described below a participant concerning stock options shall vest in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by accordance with the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (eachplan, as amended or modified by JH in effect as of immediately prior its discretion from time to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementtime.

Severance. Subject In lieu of any severance pay or severance benefits otherwise payable to the Executive's continued compliance with his obligations Employee under this Agreementany plan, policy, program or arrangement of the Company or its subsidiaries, the following shall apply: (a) If there is a Termination (as herein defined) of the Employee’s employment with the Company shall have no obligation at any time prior to the Executive other than: a “Change of Control” (as defined herein) without “Cause” (as defined herein), and (i) (X) such Termination occurs before the second anniversary of Employee’s employment with the Company, the Employee shall be entitled to receive a lump-sum severance payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum fifty percent (50%) of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's his then current annual base salary and the Executive's target bonus amount term of his non-compete pursuant to Section 5 of this Agreement shall be six (each, as in effect as of immediately prior to the Closing)6) months, (BY) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or Termination occurs after the date that is six months after the Closing second anniversary but prior to the first fifth anniversary of Employee’s employment with the ClosingCompany, in lieu the Employee shall be entitled to receive a lump-sum severance payment equal to seventy-five percent (75%) of his then current annual base salary and the term of his non-compete pursuant to Section 5 of this Agreement shall be nine (9) months, or (Z) such Termination occurs after the fifth anniversary of Employee’s employment with the Company, the Employee shall be entitled to receive a lump-sum severance payment equal to one hundred percent (100%) of his then current annual base salary and the term of his non-compete pursuant to Section 5 of this Agreement shall be twelve (12) months and (ii) the Employee shall also be entitled to accelerated stock option vesting, effective upon such Termination, with respect to twenty-five percent (25%) of the benefit set forth in clause shares of Company common stock underlying each of the Employee’s then unvested outstanding stock options, restricted stock and other outstanding equity-based awards. (b) If there is a Termination of the Employee’s Employment with the Company following a Change of Control, the Employee shall be entitled to receive a lump-sum severance payment equal to (i) one hundred percent (100%) of his then current annual salary plus (ii) the amount of his then current bonus target, and (iii) accelerated vesting with respect to one-hundred percent (100%) of the shares of Company common stock underlying each of the Employee’s then unvested outstanding stock options, restricted stock and other outstanding equity-based awards. (c) The Employee, such Employee’s spouse and eligible dependents will continue to be provided with medical and dental benefits for the benefits set forth in clause twelve (A) in 12)-month period following such Employee’s Termination on the immediately preceding provisosame basis as provided to active employees of the Company. Following such twelve (12)-month period, the Company shall pay the Executive over a 24-month period Employee, such Employee’s spouse and eligible dependents will begin eligibility for continuation of medical and dental coverage in equal monthly installments the product of (x) two and (y) the sum accordance with Section 4980B of the Executive's annual Base Salary plus Internal Revenue Code of 1986, as amended (the Executive's Maximum Bonus Amount (as in effect as of the date of termination“Code”). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.

Severance. Subject In no way limiting the Company’s policy of employment at will: (a) If Employee’s employment with the Company is terminated by the Company without Cause or by Employee with Good Reason prior to the Executive's continued compliance Expiration Date (but not in connection with his obligations under this Agreementa Change of Control which is subject to Section 5(b)), and provided that all of the Company shall following have no obligation to occurred within 60 days following the Executive other thantermination of Employee’s employment with the Company: (i) Employee first signs and delivers to the payment of Company a Confidential Severance and Release Agreement in substantially the Executive's earned and unpaid compensation through same form as that attached hereto as Exhibit B (the effective date of such termination; “Release Agreement”), (ii) any revocation right of the payment Employee under such Release Agreement shall have expired, and (iii) such Release Agreement shall have become effective (the date that all of any deferred bonusthe conditions set forth in (i), (ii) and (iii) above are met to be referred to as the “Release Date”), Employee shall be entitled to receive: (i) Severance compensation equal to two-thirds of his annual Base Salary and Target Bonus in effect for the year in which the Termination Date occurs, payable in eight monthly installments equal to one-eighth of such severance compensation, subject to required withholding, payable at the provisions end of Section 409A each of the Code; next eight (iii8) full calendar months following the first full calendar month following the Release Date; (ii) Coverage at Company expense under the payment employee health insurance plan of an amount the Company for period of twenty-four months following the Release Date, or, if less, the maximum time period permitted under COBRA. (b) If within 3 months before or six months after a Change of Control Employee’s employment with the Company is terminated (i) by the Company without Cause or (ii) by Employee for any reason, Employee shall be entitled to receive severance compensation equal to the greater of (A) two-thirds of the sum of the Executive's his annual Base Salary plus the Executive's Maximum and Target Bonus Amount (as in effect as for the year in which the Termination Date occurs or (B) two-thirds of the date sum of termination)his annual Base Salary and Target Bonus in effect for the year in which the Termination Date occurs, 50% of annualized over the period from the Termination Date until the Expiration Date, which shall be paid payable immediately upon such termination. “Change of Control” shall have the meaning given to such term in the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement 2010 Long-Term Incentive Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.

Severance. (a) If Executive has a Separation from Service as a result of Executive’s discharge by the Company without Cause or by reason of Executive’s resignation for Good Reason, in either case within eighteen (18) months following a Change in Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below, which, with respect to clause (ii) and the last sentence of clause (iii) below, will be payable in a lump sum within ten (10) days following the effective date of Executive’s Release, but in no event later than two and one-half (2 1/2) months following the last day of the calendar year in which the date of Executive’s Separation from Service occurs: (i) The Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of Executive’s Separation from Service at the rate then in effect, plus all other the benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by Section 3(a)(iii) below), health benefits plan or other Company group benefit plan to which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Separation from Service; (ii) Subject to the Section 3(c) and Executive's ’s continued compliance with his obligations Section 4, Executive shall be entitled to receive severance pay in an amount equal to two hundred and seventy-five percent (275%) multiplied by Executive’s annual base salary as in effect immediately prior to the date of Executive’s Separation from Service; (iii) Subject to Section 3(c) and Executive’s continued compliance with Section 4, for the period beginning on the date of Executive’s Separation from Service and ending on the date which is eighteen (18) full months following the date of Executive’s Separation from Service (or, if earlier, the date on which the applicable continuation period under this AgreementCOBRA expires), the Company shall have no obligation arrange to provide Executive and his or her eligible dependents who were covered under the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect Company’s health insurance plans as of the date of termination), 50% of which shall be paid Executive’s Separation from Service with health (including medical and dental) insurance benefits substantially similar to the those provided to Executive upon the first business day following the six month anniversary of and his dependents immediately prior to the date of termination of employment and such Separation from Service. If the remainder of which shall be paid Company is not reasonably able to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of continue health insurance benefits previously accrued coverage under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance ’s insurance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum provide substantially equivalent coverage under other third-party insurance sources. If any of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the Company’s health benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24are self-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect funded as of the date of terminationExecutive’s Separation from Service, instead of providing continued health insurance benefits as set forth above, the Company shall instead pay to Executive an amount equal to eighteen (18) multiplied by the monthly premium Executive would be required to pay for continuation coverage pursuant to the COBRA for Executive and his or her eligible dependents who were covered under the Company’s health plans as of the date of Executive’s Separation from Service (calculated by reference to the premium as of the date of Separation from Service); (iv) Subject to Section 3(c) and Executive’s continued compliance with Section 4, the vesting and/or exercisability of each of Executive’s outstanding Stock Awards shall be accelerated in full effective as of the date of Executive’s Separation from Service. Nothing in this Section 3(a)(iv) shall be construed to limit any more favorable vesting applicable to Executive’s Stock Awards in the Company’s equity plan(s) and/or the stock award agreements under which the Stock Awards were granted. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award; (v) In the event that (A) Executive’s Separation from Service occurs in connection with or following a separation of the Company’s Imaging & Optics business (the “I&O Business”) from the other businesses of the Company through an initial public offering, merger or other sale transaction, spin-off or a split-off of the I&O Business, or a combination of some or all of these transactions (collectively, a “Separation Event”), and (B) in connection with or following such Separation Event, Executive is eligible to receive offered employment with the severance benefits provided for by this Section 4.4(a)entity continuing the I&O Business, the or any parent or subsidiary thereof, then (1) Executive shall not be eligible entitled to receive any payments or benefits under this Section 3(a) as a result of such Separation from Service, regardless of the circumstances of such Separation from Service, (2) any such Separation from Service shall be treated in the same manner as a termination of Executive’s employment under Section 3(b) below for purposes of determining the Company’s financial or further obligations to Executive upon such termination of employment, and (3) this Agreement shall terminate upon Executive’s Separation from Service; and (vi) Notwithstanding any other provision of this Agreement to the contrary, any severance benefits payable to Executive under this Agreement shall be reduced by any severance benefits payable by the Company or an affiliate of the Company to such individual under any other Company policy, plan, policyprogram, agreement or agreementarrangement, including, without limitation, any severance agreement between such individual and any entity.

Severance. Subject Solely in the event of either a termination by 2U of Employee’s employment other than for Cause (excluding terminations due to death or mental or physical disability) or Employee’s Termination for Good Reason, and contingent upon the Employee’s signing within 21 days following the date of such employment termination (and not revoking, if applicable) a separation agreement including a general release of claims in the form provided to the Executive's Employee by 2U (which form shall be in substantially the form attached hereto as Exhibit B (the “Separation and Release”)) as well as the Employee’s continued compliance with his obligations under Sections 3, 4, 5, 6, 7, and 8 of this Agreement, the Company shall have no obligation Employee will be entitled to the Executive other thanfollowing severance payments and benefits: (a) twelve (12) months of Employee’s annual base salary at the time of termination, with the payment divided into equal installments paid out over a period of twelve (12) months following Employee’s termination in accordance with 2U’s regular scheduled payroll practice; provided, however, that in the event such termination of employment occurs three (3) months prior to a Change in Control (as defined in the 2U, Inc. Amended and Restated 2014 Equity Incentive Plan) or within twelve (12) months after a Change in Control, Employee will instead be entitled to a lump sum payment equal to the sum of (i) Employee’s annual base salary at the time of termination, payable within sixty (60) days following the effective date of termination (or, if such termination occurred prior to the Change in Control, in lieu of the payment in this clause (i) any remaining base salary severance payment installments that would otherwise have been due to Employee under this subsection (a) absent such Change in Control will be accelerated and paid within thirty (30) days following the effective date of such Change in Control), and (ii) Employee’s target annual bonus for the year of termination, payable within sixty (60) days following the effective date of termination (or, if such termination occurred prior to the Change in Control, within thirty (30) days following the effective date of such Change in Control); (b) a prorated annual bonus for the year of termination based on actual performance for the full calendar year as determined by the Board (or compensation committee thereof) and prorated based on the number of months Employee was employed during the calendar year, payable in a lump sum when annual bonuses for such year are paid to Company employees generally (but in no event later than March 15 of the year following the year of termination); and (c) subject to Employee’s valid election to continue healthcare coverage under one or more of the Company’s group health plans pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended, 2U shall directly pay, or reimburse Employee, for the cost of continuation coverage for Employee and Employee’s covered dependents under such group health plans, during the period commencing on the date of Employee’s termination of employment and ending upon the earliest of: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such that is twelve (12) months following Employee’s termination; (ii) the date that Employee and/or Employee’s covered dependents become no longer eligible for such coverage; and (iii) the date Employee becomes eligible for group medical coverage from a subsequent employer (and Employee agrees to promptly notify the Company of such eligibility). Notwithstanding the foregoing, if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or incurring an excise tax, the Company will instead provide Employee with a taxable monthly payment payable at the same time as, and in an amount equal to the amount of, the premium the Company would otherwise have paid or reimbursed, as applicable, under this subsection (c). All payments made to Employee pursuant to this Section will be subject to withholding for all applicable federal, state and local withholding taxes. For the avoidance of doubt, Employee will not be required to mitigate the amount of any deferred bonuspayments that come due under this Section 9 by seeking other employment, subject and such amounts will not be reduced by any compensation earned by Employee as a result of his other employment following the termination of his employment with 2U. Notwithstanding anything to the provisions contrary in this Agreement: (i) all benefits or payments provided by 2U to Employee that would be deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code; Internal Revenue Code of 1986, as amended (iii“Section 409A”), are intended to comply with or be exempt from Section 409A and (ii) no portion of the payment benefits or payments to be made under this Agreement subject to Section 409A will be payable until Employee has a “separation from service” from 2U within the meaning of Section 409A. In addition, to the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or any successor provision) is necessary to avoid the application of an amount equal additional tax under Section 409A to payments due to Employee upon or following Employee’s “separation from service,” then notwithstanding any other provision of this Agreement (or any otherwise applicable plan, policy, agreement, or arrangement), any such payments that are otherwise due within six (6) months following Employee’s “separation from service” (taking into account the preceding sentence of this Paragraph) will be deferred without interest and paid to Employee in a lump sum immediately following that six (6) month period. This Paragraph should not be construed to prevent the application of Treas. Reg. § 1.409A-1(b)(9)(iii) (or any successor provision) to amounts payable hereunder. For purposes of the application of Section 409A, each payment in a series of payments will be deemed a separate payment. If the execution period applicable to the sum Separation and Release begins in one (1) calendar year and ends in the subsequent calendar year, no payments hereunder shall commence until such subsequent calendar year. 2U makes no representation that any or all of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination)such payments will be exempt from or comply with Section 409A, 50% of which shall be paid and 2U makes no undertaking to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of preclude Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that from applying to any such termination is within six months following the Closingpayment. In addition, (A) all expenses or other reimbursements provided by 2U to Employee shall be payable in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as accordance with 2U’s policies in effect as of immediately from time to time, but in any event shall be made on or prior to the Closing)last day of the taxable year following the taxable year in which such expenses were incurred by Employee, (B) no such reimbursement or expenses eligible for reimbursement in lieu of any taxable year shall in any way affect the benefit set forth expenses eligible for reimbursement in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return other taxable year and (C) in lieu of the benefit set forth in clause (iv) with respect right to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on reimbursement or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the in-kind benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible subject to receive severance benefits under any other Company plan, policy, liquidation or agreementexchanged for another benefit.

Severance. Subject to the Executive's continued compliance with his obligations under this terms and conditions of the Employment Agreement, the Company shall have no obligation termination of Executive’s employment on the Termination Date in accordance with Section 1 of this Agreement will constitute a “termination without cause” (as defined in the Employment Agreement), and Executive will be entitled to receive payment of Executive’s base salary through the Executive other thanTermination Date and will be eligible to receive the following severance payments and benefits, subject to Section 2(b) herein: (i) cash severance in the payment amount of $3,399,000.00, which is equal to the sum of (A) one (1) times the Executive's earned ’s current base salary as payment in lieu of notice, plus (B) four and unpaid compensation through one-half (4.5) times the effective date Executive’s current base salary, plus (C) one-half (1⁄2) of such termination; Executive’s current base salary as consideration for Executive’s willingness to remain available to perform consulting services in accordance with Section 1(c) above, and which will be paid in a single lump-sum payment no later than the next regularly-scheduled payroll period following the Release Effective Date (as defined below), (ii) the Company payment of any deferred bonus(or reimbursement for) the full amount of Executive’s COBRA premiums for continued coverage under the Company’s group health plans, subject to including coverage for the provisions of Section 409A Executive’s eligible dependents, until the eighteen (18)-month anniversary of the Code; Termination Date, and (iii) $84,430.29 as consideration for accrued but unused vacation pay prior to the Termination Date, which will be paid in a single lump-sum payment of no later than the next regularly-scheduled payroll period following the Release Effective Date (Sections 2(a)(i) through (iii) herein collectively, the “Severance”). Notwithstanding anything to the contrary set forth in this Section 2(a), the Company’s first payment under Section 2(a)(ii) shall occur on no later than the next regularly-scheduled payroll period following the Release Effective Date and will include an amount equal to the sum aggregate amount of payments that the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be Company would have paid to the Executive upon through such date had such payments commenced on the first business day Termination Date through the next regularly-scheduled payroll period following the six month anniversary Release Effective Date, if any, with the balance of the date of termination of employment and payments paid thereafter on the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementoriginal schedule.

Severance. Subject Pursuant to the Executive's continued compliance with his obligations under terms of the Employment Agreement, upon the Effective Date of this Agreement, the Company shall have no obligation Employee will be entitled to the Executive other than: severance payments and benefits set forth in Section 7(a) of the Employment Agreement; provided, however, that (i) the payment of Parties agree that in partial consideration for the Executive's earned and unpaid compensation through Parties entering into the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment Consulting Agreement and the remainder of which shall consideration to be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) provided thereunder as described below set forth in Section 4.4(b2(b), (c1) and the amount of the severance payment to be provided under clause (d); (vB) subject of Section 7(a) of the Employment Agreement relating to the provisions of Section 409A of target bonus will equal $67,000, which will be paid at the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan times and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit manner set forth in clause (iii)ii) below, the Company shall pay the Executive a lump sum cash amount equal to the product of and (x2) the multiple set forth on ATTACHMENT 1 and provision of continuing benefits under the Benefit Plans (yas defined in the Employment Agreement) under clause (E) of Section 7(a) of the Employment Agreement will commence following the termination of the Consulting Agreement, (ii) the sum of the Executive's annual base salary severance payments to be made pursuant to clauses (A) and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of Section 7(a) of the benefit set forth Employment Agreement will be paid in clause equal installments in accordance with the Company’s normal payroll policies commencing with the first pay date on or after January 1, 2007 and completing on the last pay date prior to March 15, 2007, and (iviii) Employee will have the right at any time prior to January 1, 2007 to designate an exercise schedule with respect to any Purchased Parent Sharesunexercised options to purchase Company Common Stock, provided such election may not provide for exercise of any Purchased Parent Shares shall be returned such option beyond October 24, 2007. For purposes of clarification, the Parties acknowledge that the one year period in which Employee will have to exercise his outstanding stock options or similar rights to acquire Company common stock under clause (D) of Section 7(a) of the Employment Agreement will commence on the Termination Date and all of Executive’s equity awards granted by the Company in exchange for a refund will cease vesting as of the full purchase price within 30 days following such return and (C) in lieu of the benefit Termination Date, except as set forth in clause (iv) with respect to the Consulting Agreement, and any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary unvested portion of the Closing, in lieu Employee’s equity awards (after taking into account any acceleration of the benefit vesting set forth in clause (iiithe Consulting Agreement) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect will terminate effective as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementTermination Date and Employee will have no further rights with respect thereto.

Severance. Subject (a) Except as set forth in Section 2(b) below, in the event that your employment is terminated by Cubist for any reason other than for Cause, then, following, and subject to, receipt by Cubist of your signed and effective release of claims as more fully described in Section 7 below (and your not revoking such release during any applicable revocation period), Cubist shall pay you starting sixty (60) days following the date of your employment termination (or on the next succeeding business day if such date is not a business day), an amount equal to twenty-four (24) months of your then-current base salary, with such payment to be made in twelve (12) equal semi-monthly installments, with the first payment retroactive to the Executive's continued compliance with his obligations day immediately following the date your employment terminated. (b) In the event that, within twenty-four (24) months after a Change of Control, your employment is terminated either (i) by Cubist for any reason other than for Cause or (ii) by you for Good Reason, then, following, and subject to, receipt by Cubist of your signed and effective release of claims as more fully described in Section 7 below (and your not revoking such release during any applicable revocation period), Cubist shall make a one-time, lump-sum payment to you equal to twenty-four (24) months of your then current base salary plus Bonus on the sixtieth (60th) day following the termination of your employment (or on the next succeeding business day if such date is not a business day). (c) In the event that you become entitled to severance payments under Section 2(a) or 2(b) of this Agreement, the Company Cubist shall have no obligation provide you with health insurance assistance for a period of up to the Executive other than: 24 months, as described in this paragraph. Subject to (i) your having timely elected continuation coverage under the federal law known as “COBRA”, (ii) your timely payment of the Executive's earned active employee portion of the monthly COBRA premium for each month during the period described below and unpaid compensation through (iii) such continuation coverage not having terminated, for a period of up to eighteen (18) months beginning on the effective date first day of the month after the month in which your employment terminates or, if earlier, until such termination; time as your COBRA coverage terminates, Cubist shall be responsible for the balance of the premium during this period. For the remainder of the 24-month period beginning on the first day of the month after the month in which your employment terminates, (iii) if you continue to be eligible for COBRA coverage after such 18-month period, Cubist will continue to pay the payment employer portion of any deferred bonusyour premium as described in the preceding sentence, subject to the provisions of Section 409A conditions set forth therein, and (ii) if you cease to be eligible for COBRA solely by reason of the Code; (iii) the payment of 18-month limitation generally applicable under COBRA, Cubist will provide to you, on a taxable basis, reimbursements for substantiated health care premium payments made by you up to an amount equal to the sum portion of the Executive's annual Base Salary plus monthly COBRA premium covered by Cubist in the Executive's Maximum Bonus Amount last month of such 18-month period. (d) Notwithstanding any other provision with respect to the timing of payments under this Section 2, in order to comply with the requirements of Section 409A, if any amount or benefit to be paid to you pursuant to this Agreement as a result of your termination of employment constitutes “deferred compensation” within the meaning of, and subject to, Section 409A, if you are a “specified employee” (as determined by Cubist in effect its sole discretion and as of defined below) on the date of termination)your termination of employment, 50% of which shall any payment or benefit or portion thereof, if any, that is scheduled to be paid or provided to you hereunder during the Executive upon first six (6) months following the date of your termination of employment shall not be paid until the date which is the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each seventh month thereafter for six months; (iv) treatment following your termination. For purposes of the New Parent Restricted Shares (andpreceding sentence, if applicablethe term “specified employee” means an individual who is determined by Cubist to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations. Cubist may, Purchased Parent Shares) as described below but need not, elect in Section 4.4(b)writing, (c) and (d); (v) subject to the provisions of applicable limitations under Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms any of the Company's benefit plans special elective rules prescribed in Section 1.409A-1(i) of the Treasury Regulations for purposes of determining “specified employee” status. Any such written election shall be deemed part of this Agreement. For purposes of the Treasury Regulations under Section 409A, each payment described in this Section shall be treated as a separate payment. (excluding severance plans); PROVIDEDe) For purposes of this Agreement, references to termination of employment, separation from service and similar or correlative terms mean a “separation from service” (as defined at Section 1.409A-1(h) of the Treasury Regulations) from Cubist and from all other corporations and trades or businesses, if any, that in the event that such termination is within six months following the Closing, (Awould be treated as a single “service recipient” with Cubist under Section 1.409A-1(h)(3) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of Treasury Regulations. A termination of employment equal for Good Reason or by Cubist for any reason other than for Cause under this Agreement is intended to any amount withheld by satisfy the Company meaning of “involuntary separation from service” (as defined in connection with any Section 83(b1.409A-1(n) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of terminationTreasury Regulations). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.

Severance. Subject to the Executive's ’s continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other than: (i) the payment of the Executive's ’s earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to 200% (the “Severance Percentage”) of the sum of the Executive's ’s annual Base Salary plus the Executive's Maximum ’s Target Bonus Amount (as in effect as of 87.5% of the date of terminationBase Salary (but not the Additional Bonus), 50% of which amount shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; and (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) Options as described below in Section Sections 4.4(b), (c) and (dc); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's ’s benefit plans (excluding severance plans); PROVIDEDprovided, that in the event that such termination is within six months following the Closing, (A) in lieu during the first twelve (12) months of the benefit set forth in clause (iii)Employment Period, the Company Severance Percentage shall pay decline by 8.33% at the Executive end of each one month period commencing at the Effective Time to become a lump sum cash amount equal to Severance Percentage of 100% at the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum end of the Executive's annual base salary Initial Employment Period and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) if the termination without Cause occurs within the six-month period after a Change of Control (as defined in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing4.8 below), in lieu of the benefit cash severance benefits set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding provisoabove, the Company Executive shall pay receive the Executive payment over a 2412-month period in equal monthly installments of an amount equal to the product of (x) two the Severance Percentage and (y) the sum of the Executive's ’s annual Base Salary plus the greatest of (x) the Executive's Maximum ’s Target Bonus Amount (but not the Additional Bonus) as in effect as of the date of termination), (y) the Target Bonus (but not the Additional Bonus) paid to the Executive for the year immediately preceding the year in which the date of termination occurs, or (z) 87.5% of the Base Salary. In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementagreement of the Company or its Affiliates. With respect to clauses (i) and (ii), and for the avoidance of doubt, the fact that the Company might pay, after the Executive’s termination date, to its or its Affiliates’ employees a bonus relating to the Company’s performance during all or any part of the period when the Executive was an employee of the Company shall not give rise to any entitlement by the Executive to any such bonus, or to the Target Bonus or the Additional Bonus, whether as earned compensation, a deferred bonus, or otherwise.

Severance. Subject In exchange for Employee’s agreement to be bound by the Executive's continued compliance with his obligations terms of this Release, including, but not limited to, the release of claims in Section 3, Employee shall be entitled to receive the following, which shall be the exclusive severance benefits to which Employee is entitled, unless Employee has materially breached the provisions of this Release, in which case the last sentence of Section 4 shall apply: (i) A cash payment in the amount of twelve (12) months’ base salary, or $ $301,959, payable in a lump sum within ten (10) days following the Effective Date; (ii) For the period beginning on the Separation Date and ending on the date which is twelve (12) full months following the Separation Date (or, if earlier, the date on which the applicable continuation period under this AgreementCOBRA expires), the Company shall have no obligation to the Executive other than: either, at its option, (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; pay directly or (ii) reimburse Employee, for the costs associated with continuation coverage pursuant to COBRA for Employee and his eligible dependents who were covered under the Company’s health plans as of the Separation Date (provided that Employee shall be solely responsible for all matters relating to his continuation of coverage pursuant to COBRA, including, without limitation, his election of such coverage and his timely payment of premiums). If (A) any deferred bonusplan pursuant to which such benefits are provided is not, subject or ceases prior to the provisions expiration of the period of continuation coverage to be, exempt from the application of Code Section 409A of the Code; under Treasury Regulation Section 1.409A-1(a)(5), or (iiiB) the payment Company is otherwise unable to continue to cover Employee under its group health plans under applicable law or the terms of such plans, then, in either case, the Company shall instead pay to Employee an amount equal to the sum of monthly plan premium payment for Employee and his eligible dependents who were covered under the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect Company’s health plans as of the date Separation Date (calculated by reference to Employee’s premiums as of terminationthe Separation Date) as currently taxable compensation in substantially equal monthly installments over the foregoing twelve (12) month period (or the remaining portion thereof), 50% ; plus (iii) the vesting and/or exercisability of which each of Employee’s outstanding stock options shall be paid automatically accelerated as to the Executive upon number of shares subject to such stock options that would have vested over the first business day twelve (12) month period following the six month anniversary Separation Date had Employee remained continuously employed by the Company during such period. Except as modified above, Employee's stock options shall continue to be governed by the terms and conditions of the date of stock option agreements and the Company’s equity plan pursuant to which such stock options were granted. The foregoing benefits shall be the exclusive benefits to which Employee is entitled in connection with his termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (andemployment, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to unless Employee has materially breached the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closingthis Release, in lieu which case the last sentence of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company Section 4 shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementapply.

Severance. Subject to (a) If Employee has a separation from service (a “Separation from Service”) within the Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), as a result of Employee’s discharge by the Company without Cause (as defined below in Section 1(e)) within eighteen (18) months following the Effective Date, Employee shall be entitled to receive, in lieu of any severance benefits to which Employee may otherwise be entitled under any severance plan or program of the Company, the benefits provided below, which will be payable in a lump sum within ten (10) days following the effective date of Employee’s Release (as defined below in Section 1(c)): (i) The Company shall pay to Employee his fully earned but unpaid base salary, when due, through the date of Employee’s Separation from Service at the rate then in effect, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other Company group benefit plan to which Employee may be entitled pursuant to the terms of such plans or agreements at the time of Employee’s Separation from Service (the “Accrued Obligations”); and (iiiii) the payment of Subject to Section 1(c) and Employee’s continued compliance with Section 3, Employee shall be entitled to receive severance pay in an amount equal to the sum nine (9) months’ of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (Employee’s base salary, as in effect as of immediately prior to the date of terminationEmployee’s Separation from Service, payable in a lump sum within ten (10) days following the effective date of Employee’s Release (as defined below in Section 1(c)); provided, 50% however, that, in the event that the timing of which the delivery of Employee’s Release could cause such amounts to be payable in one or another taxable year, then such amounts shall not be paid to the Executive upon payable until the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months taxable year following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementEmployee’s Separation from Service.

Severance. Subject Notwithstanding any other provision of this Agreement: (A) If the Employee's employment with the Company terminates pursuant to either Section 4(c) (by the Company without Cause) or Section 4(d) (by the Employee for Good Reason) during the Designated Term, then the Company shall, upon delivery to the Executive's continued compliance with his obligations under this Agreement, Company of a release of any claims of the Employee against the Company shall have no obligation and its stockholders, directors, officers, employees, agents or other affiliates arising out of his employment relationship (other than claims to any compensation or benefits payable under or to be provided pursuant to this Section 5, or any rights of the Employee under Sections 6 or 7 hereof) executed by the Employee and reasonably satisfactory in form and substance to the Executive other than: Company (ia "Severance Release"), continue to pay and provide to the Employee (A) the --------- ------- compensation payable to him pursuant to Section 3(a) hereof, and (B) the benefits provided to him pursuant to Section 3(c) hereof (the compensation and benefits described in clauses (A) and (B), together, such Employee's "Base ---- Severance Compensation"), and (C) any bonus accrued or earned by the Employee --------- ------------ pursuant to the Bonus Plan and attributable to the Employee's performance for the portion of the year prior to his Termination of Employment, on a one-time only basis payable at the time of payment of bonuses to other executive employees under the Executive's earned Bonus Plan, and unpaid compensation through the effective date of such termination; (iiD) the payment of any deferred bonusfor each year, subject to the provisions of Section 409A of the Code; (iii) the payment 50% of an amount equal to the sum compensation payable to the Employee pursuant to Section 3(a), multiplied by a fraction, the numerator of which equals the aggregate bonus actually payable with respect to the preceding year to the Company's other executive employees in the same bonus pay-out range as the Employee was in prior to his Termination of Employment, and the denominator of which equals the aggregate salary of such other executive employees for such preceding year (the compensation described in clauses (C) and (D) together, such Employee's "Variable Severance Compensation") -------- --------- ------------ for a period (the "Initial Severance Period") equal to the longer of (i) the ------- --------- ------ remainder of the ExecutiveDesignated Term, and (ii) the one-year period following the date of such Termination of Employment, but this clause only being applicable if, prior to the earlier of (x) the last day of the Designated Term and (y) the thirtieth (30th) day from the date of such Termination of Employment, the Company shall have notified the Employee in writing of the Company's annual Base Salary plus intention, in the ExecutiveCompany's Maximum Bonus Amount sole discretion, so to extend the Initial Severance Period (such notice, a "Severance Extension Notice"). In the Company's sole --------- --------- ------ discretion, the Company may elect, either in the Severance Extension Notice, or by written notice to the Employee given no later than thirty (30) days prior to the end of the Initial Severance Period (as it may have been extended pursuant to the Severance Extension Notice), to continue to pay and provide to the Employee his Base Severance Compensation for an additional period (the "Additional Severance Period") of up to one year following the end of the ----------- --------- ------ Initial Severance Period (as it may have been extended pursuant to the Severance Extension Notice), provided that the Additional Severance Period shall in effect no event extend beyond the second anniversary of the Employee's Termination of Employment. Upon payment in full of the Employee's Base Severance Compensation and, if and when applicable, his Variable Severance Compensation, as described in this Section 5(a), the Company's obligations to pay and provide the Employee with any other compensation otherwise payable to him pursuant to Section 3 hereof, and all other rights of the Employee under Sections 2 and 3 hereof and this Section 5, shall cease as of the date of terminationsuch payment in full. (B) If the Employee's employment with the Company terminates pursuant to either Section 4(c) (by the Company without Cause) or Section 4(d) (by the Employee for Good Reason) at any time after the end of the Designated Term, then if at the time of such Termination of Employment or within thirty (30) days thereafter, the Company shall, in its sole discretion, so have notified the Employee in writing (such notice, a "Severance Notice") and the Employee shall --------- ------ have executed and delivered to the Company a Severance Release, the Company shall continue to pay and provide to the Employee his Base Severance Compensation and his Variable Severance Compensation for a period of one year following the date of such Termination of Employment (the "Initial Post-Term ------- --------- Severance Period"), 50% provided that, unless the Company shall have notified the --------- ------ Employee in writing at the time of which his Termination of Employment that it did not intend to deliver a Severance Notice, the Employee's Base Severance Compensation shall be paid payable in any event for the portion of the 30-day period following the Termination of Employment prior to the Executive upon Company's delivery either of a Severance Notice or of notice that the first business Company did not intend to deliver a Severance Notice. The Company may elect, in its sole discretion, by written notice to the Employee given no later than ninety (90) days prior to the end of the Initial Post-Term Severance Period to extend the period during which the Employee's Base Severance Compensation shall be payable and provided to the Employee for an additional period (also referred to herein as an "Additional Severance Period") ---------- --------- ------ of up to one year from the end of the Initial Post-Term Severance Period, provided that the total period during which his Base Severance Compensation shall be payable and provided to the Employee under this Section 5(b) shall in no event extend beyond the second anniversary of the Employee's Termination of Employment. In the event that no Severance Notice has been given within thirty (30) days after the date of the Employee's Termination of Employment pursuant to either Section 4(c) (by the Company without Cause) or Section 4(d) (by the Employee for Good Reason), then the Company's obligation to pay and provide the Employee with any compensation shall cease in any event as of the thirtieth (30th) day following the six month anniversary date of such Termination of Employment, and all other rights of the Employee under Sections 2, 3 and 5 hereof, shall be deemed to have ceased as of the date of termination such Termination of employment and Employment. In the remainder of which shall be paid to the Executive event that a Severance Notice is given in equal installments each month thereafter for six months; (iv) treatment accordance with this Section 5(b), then upon payment in full of the New Parent Restricted Shares (Employee's Base Severance Compensation, and, if and when applicable, Purchased Parent Shares) his Variable Severance Compensation as described below in this Section 4.4(b5(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan obligations to pay and provide the Employee with any of the compensation payable to him pursuant to Section 3 hereof, and all other rights of the Employee under Sections 2 and 3 hereof and this Section 5, shall cease as of the date of such payment in full. (viC) executive outplacement benefitsIf the Employee's employment with the Company terminates pursuant to any of Sections 4(a) (death or Disability), except as otherwise required by law or 4(b) (by the terms of Company for Cause), or 4(e) (by the Employee without Good Reason) hereof, then the Company's benefit plans obligations to pay and provide the Employee with any of the compensation payable to him pursuant to Section 3 hereof, and all other rights of the Employee under Sections 2 and 3 hereof and this Section 5, shall cease as of the date of such Termination of Employment. (excluding severance plansD) The Employee shall not be required to mitigate the amount of any compensation payable to him pursuant to Sections 5(a) or 5(b) hereof, by seeking other employment or otherwise, provided, that in the event the Employee obtains other employment during any period for which compensation is being paid pursuant to Sections 5(a) or 5(b); PROVIDED, the amount of compensation otherwise payable to the Employee pursuant to either of such sections shall be reduced by 50% for the period during which the Employee is so employed, provided, further, that in the event that such termination is within six months following the Closing, (A) in lieu Employee provides evidence reasonably satisfactory to the Company that the amount of the resulting reduction in his compensation otherwise payable pursuant to Sections 5(a) or 5(b) hereof, as the case may be, exceeds the level of his compensation payable from such other employment, then his compensation pursuant to Sections 5(a) or 5(b) hereof, as applicable, shall be reduced for the period of such other employment by an amount equal to the aggregate amount of his compensation from such other employment during such period. The Employee shall promptly notify the Company if he obtains other employment during the applicable period. (E) Nothing in this Section 5 shall limit any other obligation which the Company may owe the Employee under any insurance policy, employee benefit set forth in clause (iii)plan or other retirement plan. Furthermore, upon any Termination of Employment of any type, the Company shall pay the Executive a lump sum cash amount equal remain obligated to the product of Employee for (xi) the multiple set forth on ATTACHMENT 1 any accrued and (y) the sum of the Executive's annual unpaid base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing)vacation pay, (Bii) in lieu reimbursement for reasonable out-of-pocket expenses incurred by Employee by or on behalf of the benefit set forth Company or otherwise in clause the performance of his duties and in accordance with applicable Company policies then in effect, and (iviii) with respect to unless otherwise specified in any Purchased Parent Sharessuch plan, policy or program, payments or benefits explicitly provided under the terms of any Purchased Parent Shares shall be returned to plan, policy or program of the Company in exchange for which the Employee was a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policyparticipant, or agreementas otherwise required by applicable law.

Severance. Subject to Upon termination by the Company of the Executive's continued compliance employment with his obligations under this Agreementthe Company for any reason other than for CAUSE (and other than as a result of death or Disability), then (i) the Executive shall be entitled to receive payment of any accrued and owing Base Salary for the applicable period and (ii) a lump sum payment equal to one year's Base Salary at its then current rate and the prior year's Bonus. If such termination occurs within the first year, the Company amount payable under subsection (ii) will be $350,000. If a termination for any reason other than for Cause (and other than as a result of death of Disability) occurs on or before June 30, 2004, then fifty percent (50%) of all outstanding options that remain unvested as of such termination shall have no obligation become automatically vested and exercisable and may be exercised pursuant to the Executive terms of the Option Agreement governing such outstanding options. If a termination for any reason other thanthan for Cause (and other than as a result of death or Disability) occurs after June 30, 2004, then seventy-five percent (75%) of all outstanding options that remain unvested as of such termination shall become automatically vested and exercisable and may be exercised pursuant to the terms of the Option Agreement governing such outstanding options. "CAUSE" shall mean: (i) the payment Executive's willful and material breach or habitual neglect of the Executive's earned and unpaid compensation through the effective date of such terminationobligations under this Agreement; (ii) the payment of any deferred bonus, subject Executive's willful failure or refusal to the provisions of Section 409A comply with lawful directives of the CodeCompany's Board of Directors; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as conviction of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six monthsa felony or other crime involving moral turpitude; (iv) treatment fraud or embezzlement involving assets of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law Company or by the terms other material misappropriation of the Company's benefit plans assets or funds; or (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (Av) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as material breach of immediately prior to the Closing), (B) in lieu any of the benefit set forth representations, warranties and covenants contained in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for this Agreement or a refund final order from a court of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, competent jurisdiction precluding the Executive will be paid a lump sum cash amount within 30 days following the date from performing his duties hereunder pursuant to Section 7(b) of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementAgreement.

Severance. Subject (a) In accordance with the terms and conditions of Section 2(a) of the Change in Control and Severance Agreement agreed to the Executive's continued compliance with his obligations under this Agreement, by and between the Company shall have no obligation and Executive, Executive is entitled to the Executive other than: receive severance payments equal to (i) twelve (12) months of Executive’s current base salary paid according to the payment of Company’s regular payroll schedule over the Executive's earned and unpaid compensation through 12 month period following the effective date of such his termination; , subject to Section 5(b) below, and (ii) the a lump sum cash payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iiiless applicable withholding taxes) the payment of in an amount equal to the sum lesser of Executive’s target bonus for the Company’s fiscal year ending March 31, 2013 and the amount paid to Executive as his bonus for the Company’s fiscal year ending April 2, 2012. With respect to the payment described in Section 5(a)(ii), the Parties have agreed that the amount payable in satisfaction of this obligation will be $300,000. In addition, the Company has agreed to provide Executive with an additional four months of continued base salary following the expiration of the Executive's annual Base Salary plus initial twelve (12) month period described in Section 5(a)(ii), resulting in a total of 16 months of continued base salary which will be paid according to the Executive's Maximum Bonus Amount (as in effect as of Company’s regular payroll schedule over the 16 month period following the date of his termination, subject to Section 5(b). For the avoidance of doubt, the Parties acknowledge that the total of all severance payments paid pursuant to this paragraph will equal Eight Hundred Thousand Dollars ($800,000), 50% less applicable tax withholdings. (b) Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of which shall be paid Section 1.409A-2(b)(2) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, the severance benefits set forth in Sections 5(a) and 6 will not be considered due or payable until Executive upon has a “separation from service” within the meaning of Section 409A. Further, because Executive will be a “specified employee” within the meaning of Section 409A at the time of his separation from service, the severance benefits payable to Executive pursuant to Section 5(a) on or within the six month period following his separation from service will accrue during such six month period and will become payable in a lump sum payment (less applicable withholding taxes) on the first business payroll date that occurs on or after the date six months and one day following the date of Executive’s separation from service. All subsequent severance payments will be payable in accordance with the payment schedule applicable to each payment or benefit. If Executive dies following his separation from service but prior to the six month anniversary of his date of separation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less applicable withholding taxes) to Executive’s estate as soon as administratively practicable after the date of termination his death and all other severance payments and benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. The foregoing provisions are intended to comply with the requirements of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment Section 409A so that none of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) severance payments and (d); (v) benefits to be provided hereunder will be subject to the provisions additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law any additional tax or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately income recognition prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect actual payment to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any under Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.409A.

Severance. Subject Following the Closing Date, Purchaser shall provide, and be solely liable for, severance pay and benefits to each Transferred Business Employee whose employment with Purchaser or one of its Affiliates terminates. Without limiting the generality of the foregoing, for the two-(2) year period following the Closing Date, each non-represented Transferred Business Employee whose employment terminates under circumstances entitling such employee to severance pursuant to the Executiveterms of Purchaser's continued compliance Notice and Severance Pay Plan attached hereto as SCHEDULE 10.1(j) (the "PURCHASER SEVERANCE PLAN"), shall receive the severance pay and benefits set forth in the Purchaser Severance Plan (taking into account SECTION 10.1(e) hereof). With respect to non-represented Business Employees to whom Purchaser does not provide a job offer in accordance with his SECTION 10.1(b) (whether due to a breach of SECTION 10.1(b) or due to the fact that Purchaser did not include such Business Employee on the list required by clause (ii) of the first sentence of Section 10.1(b)) or any non-represented Business Employee who declines a job offer which requires "relocation" (as defined below) and whose employment is terminated by Vulcan within one hundred and twenty (120) calendar days after the Closing Date (or in the case of Business Employees who provide transition services to Purchaser at Purchaser's request following the Closing Date, ninety (90) calendar days after the cessation of Vulcan's provision of such services, and in the case of Business Employees who are on leave as of the Closing Date, ninety (90) calendar days following the end of such leave) (collectively referred to herein as "Non-Transferred Business Employees"), Purchaser agrees, following receipt of an itemized statement, to reimburse Vulcan promptly for the severance pay, costs of the benefits set forth on SCHEDULE 10.1(j) and costs of outplacement services (such outplacement services in no circumstances to exceed $250,000 in the aggregate or $5,500 per person) (including, in each case, any withholding and employer-paid employment taxes) payable or provided to such terminated Non-Transferred Business Employees in accordance with SCHEDULE 10.1(j). For purposes of the reimbursement obligations under this Agreement, the Company shall have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iiiSECTION 10.1(j), the Company cost of medical benefits shall pay be at the Executive premium or premium equivalent amount. For purposes hereof, a lump sum cash amount equal job offer will be deemed to the product of require "relocation" if it is for a position at a work location that requires such Business Employee to travel more than an additional twenty-five (x25) the multiple set forth on ATTACHMENT 1 and miles (yone way each day) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of to work than such Business Employee traveled immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementDate.

Severance. Subject to Provided the Executive's continued compliance with his obligations under this AgreementTermination Date occurs, the Company shall have no obligation and Executive agree that the Executive’s separation from employment with the Company will be treated as a “Qualifying Termination” (as defined in the Employment Agreement), provided that the Executive’s employment is not terminated due to a termination for “Cause” (as defined in the Employment Agreement) prior to the Executive other than: Termination Date. Accordingly, (ia) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the The Company shall pay the Executive an aggregate cash severance amount equal to One Million Four Hundred Eighty-Seven Thousand Five Hundred Dollars ($1,487,500.00) payable in a lump sum, less all applicable taxes, withholdings and deductions, in the first payroll period following the date on which the Agreement becomes effective and non-revocable, and as provided for in the Employment Agreement, subject to Sections 2.3, 2.4 and 4.6 below. (b) Effective as of the Termination Date, and subject to Sections 2.3, 2.4 and 4.6 below, the Executive’s outstanding incentive equity awards shall be treated as set forth below: (i) All of Executive’s outstanding time-based restricted stock units (“RSUs”) which would have otherwise vested within one year following the Termination Date (totaling 10,141 RSUs) will become vested as of the Termination Date and settled in shares of Company common stock, to be provided to the Executive within 60 days after the Termination Date, pursuant to the terms and conditions of the Wyndham Hotels & Resorts, Inc. Equity and Incentive Plan Award Agreement - Restricted Stock Units, dated June 1, 2018, between the Company and Executive. (ii) All of Executive’s stock options which would have otherwise vested within one (1) year following the Termination Date (totaling 18,583 options) will become vested as of the Termination Date and shall remain outstanding and exercisable for a period of two (2) years immediately following the Termination Date, pursuant to the terms and conditions of the Wyndham Hotels & Resorts, Inc. Equity and Incentive Plan Award Agreement - Non-Qualified Stock Options, dated June 1, 2018, between the Company and Executive. (iii) All of Executive’s performance-based long-term incentive awards (“PVRSUs”) held as of the Termination Date (totaling 4738 shares), shall vest and be paid pro-rata based upon the portion of the full performance period during which Executive was employed by the Company plus twelve (12) months, provided only that the performance goals applicable to the PVRSUs are achieved. Payment of any such PVRSUs will occur at the same time that such PVRSUs are paid to actively-employed employees generally, as set forth in your Employment Agreement. The Executive has no other outstanding Company or Released Party (“Released Party” defined throughout the Agreement herein as defined in the Release identified in 2.4 and attached hereto as Exhibit A) incentive awards, equity awards or equity rights, except as set forth in subsection (b) herein. For the avoidance of doubt, Executive is not entitled to any future Company incentive awards or equity rights that may otherwise be provided to officers or employees of the Company after the date of this Agreement (March 31, 2020). Furthermore, for the avoidance of doubt, except as provided for in subsection (b) herein, nothing contained herein shall affect the terms of restricted stock shares or other equity compensation previously awarded to Executive, under the Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive Plan, as amended from time to time (“WHR Plan”) which shall continue to be governed under the terms and conditions of the WHR Plan. (c) The Executive shall continue to be eligible to participate in the Company’s Officer Deferred Compensation Plan and 401(k) Plan up to and including the Termination Date, in accordance with the terms thereof. (d) The Executive shall continue to participate in the medical, dental and vision plan coverage (collectively, “Health Plan”) in which he currently participates through the end of the month in which the Termination Date occurs. Following the Termination Date, the Executive may elect to continue coverage under the Health Plan in accordance with the provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at his own expense; provided that the Company shall provide the Executive with a cash payment of Thirteen Thousand Five-Hundred and Fifty-Six Dollars ($13,556.00) less applicable taxes, withholdings and deductions (the “Health Reimbursement Payment”), which is meant to represent 18 months of the Executive’s estimated COBRA premiums for such coverage, in the first payroll period following the date on which the Agreement becomes effective and non-revocable. The Health Reimbursement Payment shall be paid in a lump sum cash amount equal on or before the 60th day following the Termination Date, subject to Sections 2.3, 2.4 and 4.6 below. (e) To the extent the Executive would otherwise be entitled as an executive of the Company to participate in the Company’s executive health physical program, such entitlement will be provided to the product of Executive through December 31, 2020. (xf) The Executive shall be eligible to continue to use the multiple set forth on ATTACHMENT 1 and (y) vehicle provided to him through the sum of Company’s executive car lease program in which he currently participates, upon the Executive's annual base salary and the Executive's target bonus amount (each, same terms as currently are in effect as of immediately prior to for him, through and until the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent SharesTermination Date. At that time, the Executive will shall have the option to purchase the vehicle in accordance with the terms of such program for use, at his own expense. If the Executive chooses not to purchase the vehicle, the Executive shall relinquish the vehicle to the Company’s Human Resources Department on or before the Termination Date. (g) The Executive shall be paid entitled to outplacement services rendered by a lump sum cash amount within 30 days company selected by the Company, provided the services are utilized no later than 12 months following the date of termination of employment equal Termination Date. (h) The Executive may continue to any amount withheld by use the financial services provided through the AYCO Company through the 2020 tax season ending on April 15, 2021. (i) Executive shall be entitled to keep his Company-issued cell phone (“Cell Phone”) and laptop computer (“Laptop”). Executive will provide the Company’s Information Security and Information Technology Departments with the Cell Phone and Laptop, and the Company in connection shall be permitted to image and erase all information from the Cell Phone and Laptop, and then return the Cell Phone and Laptop to Executive for his personal use. Executive shall assume all financial responsibility associated with the Cell Phone and Laptop as of the Termination Date. (j) Notwithstanding any Section 83(b) election made by other provision of this Agreement or the Employment Agreement, all payments to, vesting, benefits, and other rights of the Executive with respect under this Section 2.1 shall be subject to the New Parent Restricted Shares; PROVIDEDSections 2.3, FURTHER2.4 and 4.6 of this Agreement. In addition, that and without limitation of its rights at law or in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding provisoequity, the Company shall pay reserves the right to suspend payments to, vesting, benefits and other rights of the Executive over if the Company has a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event belief that the Executive is eligible to receive in breach of Section 3 of this Agreement, or otherwise is in breach of any representation, affirmation or acknowledgement by Executive under this Agreement or the severance benefits Release as defined in Section 2.4 herein and attached hereto as Exhibit A. (k) Except as provided for by in this Section 4.4(a)2.1, the Executive shall acknowledges and agrees that he is not be eligible entitled to receive any severance benefits under any other Company severance plan, policyarrangement, agreement or program of the Company or its affiliates, or agreementany of the Released Parties or any Released Party.

Severance. (a) If Executive has a Separation from Service as a result of Executive’s discharge by the Company without Cause or by reason of Executive’s resignation for Good Reason, in either case within sixty (60) days prior to a Change in Control or within eighteen (18) months following a Change in Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below, which, with respect to clause (ii), will be payable in a lump sum on the day that is sixty (60) days following the date of Executive’s Separation from Service: US-DOCS\105966961.2 (i) The Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of Executive’s Separation from Service at the rate then in effect, reimbursement of business expenses incurred prior to the date of Executive’s Separation from Service and properly submitted in accordance with Company policy, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by Section 3(a)(iv) below), health benefits plan or other Company group benefit plan to which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Separation from Service (the “Accrued Obligations”); (ii) Subject to the Section 3(c) and Executive's ’s continued compliance with his obligations Section 4, Executive shall be entitled to receive severance pay in an amount equal to one hundred percent (100%) multiplied by the sum of (x) Executive’s annual base salary as in effect immediately prior to the date of Executive’s Separation from Service, plus (y) Executive’s target annual bonus for the calendar year in which Executive’s Separation from Service occurs; (iii) Subject to Section 3(c) and Executive’s continued compliance with Section 4, for the period beginning on the date of Executive’s Separation from Service and ending on the date which is twelve (12) full months following the date of Executive’s Separation from Service (or, if earlier, the date on which the applicable continuation period under this Agreementthe Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires) (the “COBRA Coverage Period”), the Company shall have no obligation continue to provide Executive and his or her eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Separation from Service with health (including medical and dental) insurance benefits substantially similar to those provided to Executive and his or her dependents immediately prior to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; Separation from Service. If any of the Company’s health benefits are self-funded as of the date of Executive’s Separation from Service, or if the Company cannot provide the foregoing benefits in a manner that is exempt from or otherwise compliant with applicable law or the provision of such benefits may result in the Company incurring penalties under applicable law (iiincluding, without limitation, Section 409A of the Code and Section 2716 of the Public Health Service Act), instead of providing continued health insurance benefits as set forth above, the Company shall instead pay to Executive an amount equal to the monthly premium payment for Executive and his or her eligible dependents who were covered under the Company’s health plans as of the date of Executive’s Separation from Service (calculated by reference to the premium as of the date of Separation from Service) as currently taxable compensation in substantially equal monthly installments over the COBRA Coverage Period (or the remaining portion thereof); (iv) Subject to Section 3(c) and Executive’s continued compliance with Section 4, the vesting and/or exercisability of each of Executive’s outstanding Stock Awards (other than Performance Awards, which will vest as to the “target” number of shares subject to such performance Awards, except to the extent alternative acceleration is specifically provided for pursuant to the grant documents) shall be accelerated in full effective as of the later of (A) the date of Executive’s Separation from Service or (B) the date of the Change in Control (provided that payment or settlement of any deferred bonus, subject such Stock Awards may be delayed as provided in the grant documents to the provisions of extent required by Section 409A of the Code; (iii). Nothing in this Section 3(a)(iv) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid construed to limit any more favorable vesting applicable to Executive’s Stock Awards in the Executive upon Company’s equity plan(s) and/or the first business day following stock award agreements under which the six month anniversary Stock Awards were granted. The foregoing provisions are hereby deemed to be a part of the date of termination of employment each Stock Award and the remainder of which shall be paid to the Executive supersede any less favorable provision in equal installments each month thereafter for six monthsany agreement or plan regarding such Stock Award; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject Notwithstanding any other provision of this Agreement to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Sharescontrary, any Purchased Parent Shares severance benefits payable to Executive under this Agreement shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to reduced by any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld severance benefits payable by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary an affiliate of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits such individual under any other Company policy, US-DOCS\105966961.2 plan, policyprogram, agreement or agreementarrangement, including, without limitation, any severance agreement between such individual and any entity.

Severance. Subject to In the Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other than: (i) the payment event of the Executive's earned and unpaid compensation through ’s Separation From Service with the effective date of such termination; Company pursuant to Subsection 12 (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(bd), (ce) and or (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iiif), the Company shall pay the Executive Executive, as a lump sum cash severance allowance, the greater of (I) any minimum severance payments required under applicable Canadian or Toronto provincial law; or (II) all of the following: (A) an amount equal to twelve (12) months of his then-current Salary plus (B) the product of (xi) one-twelfth of the multiple set forth on ATTACHMENT 1 and Executive’s target amount of bonus in effect for the then-current year times (yii) the sum of the Executive's annual base salary and number of months of the current plan year during which the Executive was employed plus an additional twelve (12) months times (iii) the Executive's target bonus amount ’s individual goal performance score from the previous year, and (eachC) a continuation of Supplemental Benefits for twelve (12) months after the effective date of the Executive’s Separation From Service. These benefits shall be provided at the same cost to the Executive (if any), and at the same coverage level, as in effect as of immediately prior the effective date of the Executive’s Separation From Service. However, in the event the premium cost and/or level of coverage shall change for all management employees with respect to Supplemental Benefits, the Closing)cost and/or coverage level, likewise, shall change for the Executive in a corresponding manner. The amount of the severance allowance provided for in subsections (A) and (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares this Section 13 shall be returned paid out in equal installments over the severance period. Notwithstanding anything to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Sharescontrary contained herein, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior Executive receives (pursuant to the first anniversary operation of Section 9, above) severance benefits following the Executive’s Separation From Service with the Company after a Change in Control of the ClosingCompany, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the then Executive shall not be eligible entitled to receive any payment of a severance allowance pursuant to this Section 13. If the Executive is not entitled severance benefits under any other Company planpursuant to Section 9, policy, or agreementthen the Executive shall continue to be eligible for a severance allowance per this Section 13.

Severance. (a) Except as provided in Section 3(c) below, if Executive has a Separation from Service as a result of Executive’s discharge by the Company without Cause or by reason of Executive’s resignation for Good Reason, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below, which, with respect to clause (ii), will be payable in a lump sum on the day that is sixty (60) days following the date of Executive’s Separation from Service: (i) The Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of Executive’s Separation from Service at the rate then in effect, reimbursement of business expenses incurred prior to the date of Executive’s Separation from Service and properly submitted in accordance with Company policy, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other Company group benefit plan to which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Separation from Service (the “Accrued Obligations”); (ii) Subject to the Section 3(d) and Executive's ’s continued compliance with his obligations Section 4, Executive shall be entitled to receive severance pay in an amount equal to one-hundred percent (100%) multiplied by the sum of (x) Executive’s annual base salary as in effect immediately prior to the date of Executive’s Separation from Service, plus (y) Executive’s target annual bonus for the calendar year in which US-DOCS\74739188.3 Executive’s Separation from Service occurs (which bonus shall be prorated for the portion of the calendar year that has elapsed prior to the date of Executive’s Separation from Service); (iii) Subject to Section 3(d) and Executive’s continued compliance with Section 4, for the period beginning on the date of Executive’s Separation from Service and ending on the date which is eighteen (18) full months following the date of Executive’s Separation from Service (or, if earlier, the date on which the applicable continuation period under this Agreementthe Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires) (the “COBRA Coverage Period”), the Company shall have no obligation continue to provide Executive and his or her eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Separation from Service with health (including medical and dental) insurance benefits substantially similar to those provided to Executive and his or her dependents immediately prior to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; Separation from Service. If any of the Company’s health benefits are self-funded as of the date of Executive’s Separation from Service, or if the Company cannot provide the foregoing benefits in a manner that is exempt from or otherwise compliant with applicable law or the provision of such benefits may result in the Company incurring penalties under applicable law (ii) including, without limitation, Section 409A of the payment Code and Section 2716 of any deferred bonusthe Public Health Service Act), subject instead of providing continued health insurance benefits as set forth above, the Company shall instead pay to Executive an amount equal to the provisions monthly premium payment for Executive and his or her eligible dependents who were covered under the Company’s health plans as of the date of Executive’s Separation from Service (calculated by reference to the premium as of the date of Separation from Service) as currently taxable compensation, in substantially equal monthly installments over the COBRA Coverage Period (or the remaining portion thereof); and (iv) Subject to Section 3(d) and Executive’s continued compliance with Section 4, the vesting and/or exercisability of each of Executive’s outstanding equity awards (excluding any with performance-based vesting, except to the extent such acceleration is specifically provided for pursuant to the grant documents) shall be accelerated as to the number of Stock Awards that would vest over the twelve (12) month period following the date of Executive’s Separation from Service had Executive remained continuously employed by the Company during such period, with such acceleration to be effective as of the date of Executive’s Separation from Service (provided that payment or settlement of such Stock Awards may be delayed as provided in the grant documents to the extent required by Section 409A of the Code; (iii). Nothing in this Section 3(a)(iv) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid construed to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid limit any more favorable vesting applicable to the Executive Executive’s stock awards in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan ’s equity plan(s) and/or the stock award agreements under which the stock awards were granted. The foregoing provisions are hereby deemed to be a part of each stock award and (vi) executive outplacement benefits, except as otherwise required by law to supersede any less favorable provision in any agreement or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that plan regarding such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementstock award.

Severance. Subject In exchange for Employee’s agreement to be bound by the Executive's continued compliance with his obligations terms of this Release, including, but not limited to, the release of claims in Section 3, Employee shall be entitled to receive the following, which shall be the exclusive severance benefits to which Employee is entitled, unless Employee has materially breached the provisions of this Release, in which case the last sentence of Section 4 shall apply: (i) A cash payment in the amount of twelve (12) months’ base salary, or $427,310, payable in a lump sum within ten (10) days following the Effective Date; (ii) For the period beginning on the Separation Date and ending on the date which is twelve (12) full months following the Separation Date (or, if earlier, the date on which the applicable continuation period under this AgreementCOBRA expires), the Company shall have no obligation to the Executive other than: either, at its option, (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; pay directly or (ii) reimburse Employee, for the costs associated with continuation coverage pursuant to COBRA for Employee and his eligible dependents who were covered under the Company’s health plans as of the Separation Date (provided that Employee shall be solely responsible for all matters relating to his continuation of coverage pursuant to COBRA, including, without limitation, his election of such coverage and his timely payment of premiums). If (A) any deferred bonusplan pursuant to which such benefits are provided is not, subject or ceases prior to the provisions expiration of the period of continuation coverage to be, exempt from the application of Code Section 409A of the Code; under Treasury Regulation Section 1.409A-1(a)(5), or (iiiB) the payment Company is otherwise unable to continue to cover Employee under its group health plans under applicable law or the terms of such plans, then, in either case, the Company shall instead pay to Employee an amount equal to the sum of monthly plan premium payment for Employee and his eligible dependents who were covered under the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect Company’s health plans as of the date Separation Date (calculated by reference to Employee’s premiums as of terminationthe Separation Date) as currently taxable compensation in substantially equal monthly installments over the foregoing twelve (12) month period (or the remaining portion thereof), 50% ; plus (iii) the vesting and/or exercisability of which each of Employee’s outstanding stock options shall be paid automatically accelerated as to the Executive upon number of shares subject to such stock options that would have vested over the first business day twelve (12) month period following the six month anniversary Separation Date had Employee remained continuously employed by the Company during such period. Except as modified above, Employee's stock options shall continue to be governed by the terms and conditions of the date of stock option agreements and the Company’s equity plan pursuant to which such stock options were granted. The foregoing benefits shall be the exclusive benefits to which Employee is entitled in connection with his termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (andemployment, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to unless Employee has materially breached the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closingthis Release, in lieu which case the last sentence of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company Section 4 shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementapply.

Severance. Subject If the Company terminates the Executive's employment without "cause" pursuant to Section 4(c) above (other than following a Change of Control, which is subject to Section 5) or the Executive's employment terminates as a result of a Notice of Non-Extension provided to the Executive by the Company pursuant to Section 2 above, then, subject to the Executive's execution of the Release attached hereto as Exhibit A (or in a substantially similar form as the Company deems necessary in order to comply with then applicable law) (the "Release") and the Release becoming effective in accordance with its terms not later than the sixtieth (60th) day following the Executive's termination of employment, the Executive shall be entitled to receive the following severance benefits: (i) as severance payments, the sum of (A) one (1) year of his then Base Salary and (B) the amount equal to the Executive's Target Bonus for the calendar year in which the Executive's termination of employment occurs, payable over a twelve (12) month period in accordance with the Company's payroll schedule in effect from time to time (the "Severance Payments"), and (ii) to the extent he is then a participant in the Company's health insurance plan and eligible for benefits under plan terms, and only if the benefit under this clause (ii) does not cause the Company to fail to satisfy the requirements of, or be in violation of, Section 2716 of the Public Health Service Act or Section 9815 of the Internal Revenue Code of 1986, as amended (the "Code"), to continued compliance health insurance coverage for one (1) year immediately following such termination at then existing employee contribution rates, which the Executive shall pay (such continued coverage to run concurrently with any continued coverage obligation under the federal law known as COBRA or any state equivalent) (the "COBRA Payments"). If the Company terminates the Executive's employment pursuant to Section 4(a) above, then, subject to the Executive's execution of the Release and the Release becoming effective in accordance with its terms not later than the sixtieth (60th) day following the Executive's termination of employment, the Executive shall be entitled to receive the following severance benefits: (i) one (1) year of his obligations then Base Salary, payable over a twelve (12) month period in accordance with the Company's payroll schedule in effect from time to time (the "Disability Severance Payments"), and (ii) the COBRA Payments. Such Severance Payments, Disability Severance Payments, and COBRA Payments shall be the Executive's sole entitlement upon termination of employment pursuant to Sections 4(a) or 4(c) above, as applicable. Notwithstanding the foregoing, if the Company's payments under Section 4(e)(ii) (and under Section 5(ii) below) would violate the nondiscrimination rules applicable to non-grandfathered, insured group plans under the Affordable Care Act (the "ACA"), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder, the parties agree to reform Section 4(e)(ii) (and Section 5(ii) below) in a manner as is necessary to comply with the ACA. Subject to the last paragraph of this Section 4(e), the Severance Payments or the Disability Severance Payments, and the COBRA Payments or the Enhanced COBRA Payments (as defined in Section 5 below) will commence on the sixtieth (60th) day following the Executive's termination of employment with the first payment inclusive of any payments that would have been otherwise payable during such initial sixty (60)-day period. Subject only to the Executive's delivery of an executed Release and such Release becoming effective within the provided sixty (60)-day period, the Company's obligation under this Section 4(e) shall be absolute and unconditional, and the Executive shall be entitled to such severance benefits regardless of the amount of compensation and benefits the Executive may earn or be entitled to with respect to any other employment he may obtain during the period for which severance payments are payable. If the Executive's employment with the Company is terminated pursuant to Section 4(b) above, if the Company terminates the Executive's employment with "cause" pursuant to Section 4(c) above, if the Executive terminates his employment pursuant to Section 4(d) above, or if the Executive's employment terminates as a result of a Notice of Non-Extension provided to the Company by the Executive, then the Executive shall not be entitled to any further payments under this Agreement, the Company shall have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonusincluding Base Salary, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount Bonus, Employee Benefits, Severance Payments, Disability Severance Payments, COBRA Payments, Enhanced Severance Payment (as defined in effect as of the date of terminationSection 5 below), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; or Enhanced COBRA Payments (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below defined in Section 4.4(b), (c5 below) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by applicable law, including the terms payment of any amounts owed to the Executive and any obligation that the Company may have to offer the Executive continued benefit plan participation. To the extent that any amount payable under this Agreement constitutes an amount payable under a "nonqualified deferred compensation plan" (as defined in Section 409A of the Company's benefit plans Code (excluding severance planshereinafter, "Code Section 409A"); PROVIDED) that is not exempt from Code Section 409A, and such amount is payable as a result of a "separation from service" (as defined in Code Section 409A), including any amount payable under this Section 4 or Section 5 below, then, notwithstanding any other provision in this Agreement to the contrary, such payment will not be made to the Executive until the day after the date that in the event that such termination is within six (6) months following his separation from service (the Closing, (A) in lieu of the benefit set forth in clause (iii"Specified Employee Payment Date"), but only if, as of his separation from service, he is a "specified employee" under Code Section 409A and any relevant procedures that the Company shall pay may establish. For the Executive a lump sum cash amount equal to avoidance of doubt, on the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent SharesSpecified Employee Payment Date, the Executive will be paid in a single lump sum cash amount within 30 days following all payments that otherwise would have been made to him under this Agreement during the date six (6)-month period but were not made because of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or this paragraph. This paragraph will not be applicable after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementdeath.

Severance. Subject to the Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other than: (i) If, in connection with a Change of Control, Feltheimer's employment by Lions Gate is terminated for any reason, excepting only termination for cause (as set forth in Paragraph 12(a)(iii) below) or termination at Feltheimer's election (pursuant to Paragraph 7(c)(ii) below), then notwithstanding anything to the contrary in Paragraph 12 below Feltheimer shall be entitled to the payment of US$2,500,000 within five (5) business days of such termination and shall continue to be entitled to the Executive's earned and unpaid compensation continued payment of Base Salary through the normal expiration of the Term; (ii) For a period of thirty (30) days following the effective date of the Change of Control (i.e., the date of the formal closing of the transaction), Feltheimer shall have the right, exercisable in his sole discretion, to terminate his employment hereunder by giving written notice thereof to Lions Gate within such thirty (30) day period, in which event Feltheimer shall be entitled to the payment of US$2,500,000 within five (5) business days of such termination; (ii) provided, however, that Feltheimer shall not be entitled to the further payment of Base Salary beyond any deferred bonus, subject to the provisions of Section 409A of the Codesuch amounts that are then accrued but unpaid; and (iii) To the payment of an amount equal extent that Lions Gate would be unable to the sum deduct as a business expense all or a portion of the ExecutiveSeverance payable to Feltheimer pursuant to Paragraph 7(c)(i) or 7(c)(ii) above in connection with Lions Gate's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as tax returns and/or if Feltheimer would be subject to an excise tax on all or a portion of the date of termination)Severance, 50% of which then Lions Gate and Feltheimer shall be paid to the Executive upon the first business day following the six month anniversary promptly negotiate in good faith an allocation of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) Severance as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, between (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 severance payment and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect a consulting fee for Feltheimer's post-Term non-exclusive consulting services to any Purchased Parent Shares, any Purchased Parent Shares shall be returned Lions Gate. Subject to the Company in exchange for parties' agreement on the allocation of Severance between a refund of the full purchase price within 30 days following such return severance payment and (C) in lieu of the benefit set forth in clause (iv) with respect a consulting fee to any Purchased Parent Sharesminimize what Lions Gate would not be able to deduct as a business expense, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company Lions Gate shall pay the Executive over any excise tax payable by Feltheimer up to a 24-month period in equal monthly installments the product maximum of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementUS$150,000.

Severance. Subject In the event of a termination of this Agreement by the Company without Just Cause, due to Total Permanent Disability or due to the death of the Executive's continued compliance with his obligations under this Agreement, or by the Company shall have no obligation Executive for Good Reason, then the Executive or the Executive’s heirs will be entitled to: (a) unpaid compensation and benefits described in Section 2 earned up to the Executive other than: termination date to be paid within 10 days of termination; (b) a lump sum payment (less all deductions required by law such as income taxes) equal to the then current Base Salary set out in Section 2.1 multiplied by two to be paid within 10 days of termination; (c) the continuation of health and welfare benefits described in Section 2.4, for a period terminating on the earlier of (i) the payment of date the Executive's earned and unpaid compensation through the effective date of such termination; Executive obtains employment with another company, and (ii) two years from the payment date of any deferred bonustermination. (d) despite anything to the contrary set out in The Bonus Stock and Bonus Stock Option Incentive Plan (Schedule “A”): (i) all restrictions, including escrow restrictions, satisfaction of milestones on Bonus Stock issued to the Executive will cease and the Executive will have clear title to the Bonus Stock subject to the provisions of Section 409A of the Code; no further restrictions or contingencies, and (iiiii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum all Bonus Amount (as in effect Stock Options granted as of the date of terminationtermination will immediately vest in the Executive (and all milestones shall be deemed satisfied), 50% of which shall and may be paid to the Executive upon the first business day following the six month anniversary of exercised on any date between the date of termination of employment and the remainder of a date which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six 36 months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of from the date of termination. (e) The Company shall reimburse within 10 days of incurrence, to the full extent provided by law, all legal fees and expenses that the Executive, the Executive’s legal representatives or the Executive’s family may reasonably incur or face arising out of or in connection with this Agreement (but this Agreement only). In , including any litigation concerning the event validity or enforceability of, or liability under, any provision of this Agreement or any action by the Executive, the Executive’s legal representatives or the Executive’s family to enforce his or their rights under the Agreement (but this Agreement only), provided that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementprevails in such litigation.

Severance. Subject to You shall be eligible for the Executive's continued compliance with his obligations under severance benefits described in this Agreement, Section 8. a. In the Company shall have no obligation to the Executive other than: event (i) the payment of the Executive's earned Company terminates your employment without Cause (as defined below and unpaid compensation through the effective date of such termination; other than due to your death or disability), or (ii) you terminate your employment for Good Reason (as defined below), and provided in either case of (i) or (ii) such termination or resignation constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) (such termination or resignation, an “Involuntary Termination”), then, in addition to the payment of any deferred bonusAccrued Obligations, subject to the provisions of Section 409A of the Code; (iii) the payment of your obligations below, you shall be entitled to receive an amount equal to twelve (12) months of your then current base salary (ignoring any decrease in base salary that forms the sum basis for Good Reason), less all applicable withholdings and deductions, paid on the schedule described below (the “Severance Pay”). b. The Severance Pay is conditional upon (i) your continuing to comply with your obligations under your PIIA (as defined below); and (ii) your delivering to the Company an executed separation agreement and general release of claims in favor of the Executive's annual Base Salary plus Company, in a form attached hereto as EXHIBIT A, within the Executive's Maximum Bonus Amount (as time period set forth therein, which becomes effective in effect as of the date of termination)accordance with its terms, 50% of which shall be paid to no later than sixty (60) days following your Separation from Service (the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall “Release”). The Severance Pay will be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under on the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by ’s regular payroll schedule over the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days period outlined above following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Sharesyour Separation from Service; PROVIDEDprovided, FURTHERhowever, that in the event that such termination is on or after the date that is six months after the Closing but no payments will be made prior to the first anniversary of sixtieth (60th) day following your Separation from Service. On the Closing, in lieu of the benefit set forth in clause sixtieth (iii60th) and the benefits set forth in clause (A) in the immediately preceding provisoday following your Separation from Service, the Company shall will pay you in a lump sum the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum amount of the Executive's annual Base Salary plus Severance Pay that you would have received on or prior to such date under the Executive's Maximum Bonus Amount original schedule but for the delay while waiting for the sixtieth (as in effect as 60th) day, with the balance of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementSeverance Pay being paid as originally scheduled.

Severance. Subject (a) Upon termination of your employment hereunder pursuant to the Executive's continued compliance with his this letter agreement, all obligations under this Agreement, of the Company shall have no obligation cease, except the Company’s obligations to the Executive other than: (i) pay the payment of the Executive's earned and unpaid compensation set forth in Section 2 hereof through the effective date of such termination; , (ii) provide the benefits set forth in Section 4 hereof through the date of such termination and to comply with all state and federal laws and regulations applying to such benefits and (iii) pay the severance benefits, if applicable, to you pursuant to the terms and conditions set forth in Section 5(b) below. (b) In connection with your separation from the Company, you shall be entitled to (i) an amount equal to twelve (12) months’ severance pay at the monthly rate of your current Base Salary of $280,000, payable in twelve (12) equal monthly installments commencing with the first month after your date of termination, (ii) continued medical coverage through COBRA for you and your family for twelve (12) months following your date of termination on the same terms and conditions (including cost sharing) made available to senior executives of the Company; PROVIDED THAT such coverage shall terminate if you become eligible for employer-provided medical coverage during such twelve (12) month period, (iii) immediate vesting of an amount equal to 50% of the Applicable Percentage (as defined below) of your outstanding unvested options, stock appreciation rights, restricted stock, deferred stock or other similar equity awards granted by the Company, with all outstanding options and stock appreciation rights being exercisable under the earlier of the expiration of the original term of such awards or for three (3) months following your date of termination, (iv) a pro rata bonus (the “Pro Rata Bonus”) equal to $21,587 (v) an aggregate amount (the “Termination Bonus”) equal to $154,000. “Applicable Percentage” means 55%. The Pro Rata Bonus shall be paid at such time as bonuses are paid to other senior executives (scheduled for February 2010) and the Termination Bonus shall be paid in 12 equal monthly installments in accordance with the provisions of clause (i), above. (c) Notwithstanding anything to the contrary contained herein, you shall be entitled to the benefits described in Section 5(b) if and only if (i) you have executed and delivered to the Company within 30 days of your separation a mutual general release of all claims against you, on the one hand, and the Company and its directors, officers and affiliates, on the other hand, which general release shall be in the form of EXHIBIT B attached hereto (with such modifications as may be necessary to comply with then-existing legal requirements), and (ii) subsequent to your separation, you shall not have (A) revoked or breach the provisions of such general release or breached or otherwise failed to comply with the provisions of Sections 7, 8 or 9 of this letter agreement, or (B) applied for unemployment compensation chargeable to the company during such severance period. (d) Notwithstanding anything herein to the contrary, if, at the time any payment is payable to you pursuant to the provisions of this letter agreement as a result of your “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated thereunder), the Company or any deferred bonuscompany in the affiliated group in which the Company’s financial statements are consolidated in accordance with generally accepted accounting principles has a class of equity securities traded on an established domestic or foreign securities market or otherwise including, subject without limitation, trading on an American exchange only as American Depositary receipts and you are then designated a “specified person” (as such term is defined in Section 409A of the Code and the regulations promulgated thereunder) on a list prepared by the Company periodically pursuant to Section 409A of the Code and the regulations promulgated thereunder, then, to the extent required by Section 409A of the Code and the regulations promulgated thereunder, during the six month period from and after the date of your “separation from service” the amount payable to you pursuant to the provisions of Section 409A 5 of this letter agreement shall not exceed the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product lesser of (x) two and times your annual base compensation or (y) two times the sum amount determined pursuant to Section 401(a)(17) of the Executive's annual Base Salary plus Code, and any excess amount which accrues to you during such period shall be withheld during such period and paid to you in a lump sum upon the Executive's Maximum Bonus Amount (as in effect as expiration of six months after the date of termination“separation from service” (or, if earlier than the end of such six month period, upon your death). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.

Severance. Subject If the Employment Period ends as a result of either (A) Executive’s employment by the Company being terminated by the Company without Cause (as defined in Section 4(d)) or (B) Executive resigning from Executive’s employment by the Company for Good Reason (as defined in Section 4(d)), then, subject to the Executive's continued compliance with his obligations under this AgreementSection 4(c) hereof, the Company shall have no obligation shall, in addition to paying Executive any amounts due and payable pursuant to Section 4(a), pay or provide Executive with the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonusfollowing, subject to the provisions of Section 409A of the Code; 11 hereof: (iiii) the payment of an amount equal to the lesser of (A) $1,000,000 and (B) the sum of the (x) Executive's ’s annual Base Salary plus in effect on the Executive's Maximum Employment Termination Date and (y) the average of the Year End Bonuses (if any) paid to Executive for the two calendar years preceding the Employment Termination Date, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect (such lesser amount, the “Cash Severance”) (provided that, notwithstanding the foregoing, if the Employment Termination Date occurs prior to Executive having received a Year End Bonus Amount for calendar year 2014, then the Cash Severance shall be $1,000,000), with fifty percent (50%) of the Cash Severance payable to Executive in a lump sum as soon as reasonably practical after the date of which the General Release (as defined in effect Section 4(c)) is signed and delivered by Executive and has become irrevocable (the “General Release Effective Date”) and the remaining 50% of the Cash Severance payable to Executive in twelve equal monthly installments commencing as soon as reasonably practical after the General Release Effective Date; provided that if the Employment Termination Date occurs during the 365 day period commencing on the occurrence of a Change in Control (as defined in the LCC Omnibus Incentive Plan) or if, as of the date of termination)the Employment Termination Date, 50% of which LCC Corporation has previously entered into a definitive binding agreement with a buyer that would result in a Change in Control and such definitive binding agreement remains in effect, then the Cash Severance shall be paid to Executive in a lump sum as soon as reasonably practical after the Executive upon General Release Effective Date, further provided that such lump sum payment does not result in a violation of Code Section 409A; and further provided that to the extent that the payment of any Cash Severance constitutes “nonqualified deferred compensation” for purposes of Code Section 409A, any such payment scheduled to occur during the first business sixty (60) days following the Employment Termination Date shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following the six month anniversary Employment Termination Date and shall include payment of any amount that was otherwise scheduled to be paid prior thereto and provided further that if the Employment Termination Date occurs after Executive having received a Year End Bonus for calendar year 2014 and prior to Executive having received a Year End Bonus for calendar year 2015, the reference to “the average of the date Year End Bonuses (if any) paid to Executive for the two calendar years preceding the Employment Termination Date, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect” as contemplated in subclause (B)(y) above shall be replaced with “the greater of termination (X) Executive’s Year End Bonus for calendar year 2014, including any amounts deferred pursuant to a deferred bonus program that the Company may have in effect, and (Y) Executive’s target Year End Bonus for calendar year 2015 (with such target Year End Bonus being as determined by the Compensation Committee, in consultation with the Chief Executive Officer)”; and (ii) a pro-rata portion (determined by multiplying the amount of employment Executive’s target Year End Bonus for the year in which the Employment Termination Date occurs by a fraction, the numerator of which is the number of days that Executive is employed by the Company during the calendar year in which the Employment Termination Date occurs and the remainder denominator of which shall be paid to is 365) of Executive’s target Year End Bonus for the Executive in equal installments each month thereafter for six months; calendar year (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefitswith such target Year End Bonus being, except as otherwise required expressly specified in Section 3(d) hereof, as reasonably determined by the Compensation Committee, in consultation with the Chief Executive Officer, based on the Ladder Companies’ performance as of the Employment Termination Date relative to the hurdles set) in which the Employment Termination Date occurs payable at the same time performance bonuses for such calendar year are paid to other senior executives of the Company; provided that, notwithstanding the foregoing, in no event will any such pro-rata Year End Bonus determined pursuant to this clause (ii) exceed an amount equal to $1,000,000 minus the amount of Cash Severance; and if the amount of Cash Severance is equal to $1,000,000 then no pro rata Year End Bonus will be payable pursuant to this clause (ii); and (iii) subject to (A) Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and (B) Executive’s continued copayment of premiums at the same level and cost to Executive as if Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company’s group health plan (to the extent permitted under applicable law or by and the terms of such plan) which covers Executive (and Executive’s eligible dependents) during the Company's benefit plans Health Care Reimbursement Period (excluding severance plansdefined below); PROVIDED, provided that in Executive is eligible and remains eligible for COBRA coverage. The Company shall until the event that such termination is within six months following the Closing, (A) in lieu conclusion of the benefit set forth in clause Health Care Cost Reimbursement Period (iii)as defined below) reimburse Executive for COBRA premiums, the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned subject to the Company in exchange for a refund determining that reimbursement of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect premiums would not reasonably be expected to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that result in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary imposition of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.excise

Severance. Subject (a) If prior to the Executive's continued compliance completion of a full calendar year of employment with his obligations under this Agreementthe Company, the Company shall have no obligation to terminates the employment of the Executive or demotes the Executive for any reason other than: (i) the payment Cause or Disability as defined in Section 3 of the Executive's earned and unpaid compensation through the effective date of such terminationthis Agreement; or (ii) the payment of any deferred bonus, subject to the provisions of Section 409A death of the Code; (iii) Executive, the payment of Company will pay the Executive an amount equal to the sum of: (a) three times the Executive's starting annual base salary; and (b) three times the Executive's target annual cash bonus (the target annual incentive bonus being two hundred percent (200%) of the Executive's starting annual Base Salary plus base salary). (b) If the Company thereafter terminates the employment of the Executive or demotes the Executive for any reason other than: (i) Cause or Disability as defined in Section 3 of this Agreement; or (ii) the death of the Executive, the Company will pay the Executive an amount equal to the sum of: (a) three times the Executive's Maximum Bonus Amount base salary for the immediately preceding full calendar year; and (as b) three times the annual cash bonus received by the Executive for the immediately preceding full calendar year. The Executive must notify the Company in effect as writing within thirty (30) days after the occurrence of any action, event or circumstance, or any failure to act by the Company, upon which the Executive bases a claim for severance under this Agreement. Failure to notify the Company in writing within such thirty (30) day period will constitute a waiver of the date claim, but will not bar or hinder subsequent claims by the Executive arising out of terminationother actions, events, circumstances or failures to act by the Company. The Executive will not receive multiple severance payments under this Agreement, and will be entitled only to one severance payment under Subsection 2(a) or (b), 50% as the case may be. The severance amounts described above, net of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall any applicable withholding, will be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to within thirty (30) days following the product of (x) receipt by the multiple set forth on ATTACHMENT 1 and (y) the sum Company of the Executive's annual base salary and written notice from the Executive's target bonus amount (each; provided, as in effect as of immediately prior however, that if the parties proceed to the Closing), (B) in lieu arbitration of the benefit set forth in clause (iv) with respect claim pursuant to any Purchased Parent SharesSection 5 of this Agreement, any Purchased Parent Shares shall the severance amount awarded by the arbitrators will be returned to paid by the Company in exchange for a refund within thirty (30) days after the award. Upon termination of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Sharesemployment, the Executive will be paid a lump sum cash amount within 30 days following the date remain vested in any and all shares of restricted stock or restricted stock equivalents in which he was vested immediately prior to termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementemployment.

Severance. Subject In exchange for the general release of all claims pursuant to Section 6 and the Release (as defined below), the provisions of Section 3 hereof, and the other promises, covenants and agreements by Executive set forth herein, subject to Executive’s execution and delivery of the Release as provided in Section 6 below (a) during the 24-month period commencing on the Termination Date (the “Severance Period”), Employer shall pay Executive severance at a rate equal to $280,000 per annum (subject to withholdings for taxes) (“Base Severance”), payable in equal installments on the Company’s regular salary payment dates, (b) notwithstanding that Executive will resign her employment effective on the Termination Date, Executive shall be entitled to receive any bonus for the fiscal year ending on the Termination Date to which she would otherwise be entitled pursuant to the terms and conditions of The Mentor Executive Leadership Incentive Plan (as amended, the “Bonus Plan”), any such bonus to be paid at the time(s) provided in the Bonus Plan or, if such time(s) are not set forth in the Bonus Plan, at the time(s) that other officers of Employer are paid bonuses for fiscal year 2005 under the Bonus Plan, and (c) on or about the date of the Closing (as defined in the Repurchase Agreement), Employer shall pay to Executive in cash a special bonus in the amount of $56,944.26 (subject to withholdings for taxes) (clauses (a) through (c), collectively, the “Severance Payments and Benefits”). During the 25-month period commencing on the Termination Date (the “Benefits Continuation Period”), at Executive's continued compliance with his obligations ’s option, Executive shall continue to participate in Employer’s group health and dental benefit plan(s) (excluding, for the avoidance of doubt, any bonus or incentive compensation plans) on substantially the same terms and conditions as apply from time to time to Employer’s then employed senior executives; provided that Executive shall pay all costs for coverage under such plans (including, without limitation, Executive’s costs and Employer’s and its affiliates’ costs under such plans), which costs shall be substantially the same as the applicable premium rates that would be paid by an employee receiving such benefit plan coverage following a termination of employment pursuant to COBRA (as defined below); provided further that Employer shall be entitled to withhold any amounts owed by Executive pursuant to this sentence from any amounts otherwise owed to Executive pursuant to this Agreement. In addition to the foregoing, Employer may, at its option and in its sole discretion and subject to the approval of the Company’s board of directors, award an additional cash bonus to Executive, any such additional bonus to be paid on or about December 20, 2005. Following the Benefits Continuation Period, to the extent permitted by the continuation coverage provisions of Section 4980B of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Executive shall be offered the opportunity to elect continuation coverage under Employer’s group medical and dental benefit plan(s) (“COBRA coverage”). Employer shall provide Executive with the appropriate COBRA coverage notice and election form, if any, for this purpose. If Executive is permitted to and elects COBRA coverage, Executive shall pay 100% of Executive’s (and her dependents’) health and dental insurance premiums under COBRA, for up to 18 months following the end of the Benefits Continuation Period; provided that Executive shall notify Employer immediately of any change in her circumstances that would warrant discontinuation of her COBRA coverage and benefits (including but not limited to Executive’s receipt of group medical, dental or vision benefits from any other employer). The existence and duration of Executive’s COBRA rights and/or the COBRA rights of any of Executive’s eligible dependents shall be determined in accordance with Section 4980B of the Code. Except as set forth in this Section 2, Executive agrees that she is not entitled to any other salary, bonus, severance, reimbursement, benefit or expectation of remuneration or other monies from the Company shall have no obligation or Employer or any of their respective subsidiaries or Affiliates (as defined in the Release) except as required by law and except for the distribution of amounts to Executive pursuant to the Executive other than: terms of (i) the payment Executive Plan in the aggregate amount of $120,307.18 (the Executive's earned and unpaid compensation through the effective date of such termination; “Executive Plan Balance Amount”), (ii) the payment Deferral Plan in the aggregate amount of any deferred bonus, subject to $19,282.11 (the provisions of Section 409A of the Code; “Deferral Plan Balance Amount”) and (iii) amounts payable pursuant to the Repurchase Agreement; provided that, for the avoidance of doubt, Executive may continue as a participant in the 401(k) Plan to the extent permitted under the terms thereof. For purposes of the Stock Option Agreement, the payments set forth in this Section 2 shall constitute severance payments and the Noncompetition Period (as defined therein) shall continue until the end of the Severance Period. Within 15 days following the Termination Date, pursuant to the terms and conditions of the Executive Plan, Executive shall be distributed her full balance under the Executive Plan in a lump-sum payment of (subject to withholdings for taxes) in an aggregate amount equal to the sum Executive Plan Balance Amount. Within 15 days following the Termination Date, pursuant to the terms and conditions of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination)Deferral Plan, 50% of which Executive shall be paid to distributed her full balance under the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive Deferral Plan in equal installments each month thereafter for six months; a lump-sum payment (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (Awithholdings for taxes) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash an aggregate amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.Deferral Plan Balance

Severance. Subject Should your employment be involuntarily terminated by the Company other than for "Cause" (as defined below), you will be eligible to receive the following severance benefits: • Lump sum cash payment equal to your annual base salary in effect on the date of termination; • Lump sum cash payment equal to a portion of your target bonus, prorated based on the date of termination, multiplied by the “Company Performance Factor” (or equivalent ratio in any successor incentive plan) and payable at the same time as the annual incentive bonus is paid to then-current executive officers; and • COBRA subsidy for the first twelve (12) months following the month of termination; provided that such benefits shall be taxable to you to the Executive's continued compliance with his obligations extent advisable under Section 105(h) of the Internal Revenue Code of 1986, as amended (the "Code"). • Lump sum cash payment equal to your annual base salary in effect on the date of termination; • Lump sum cash payment equal to your annual target bonus in effect on the date of termination; • In the year of termination, lump sum cash payment equal to your annual target bonus in effect on the date of termination, prorated based on the date of termination; • Full acceleration for RSUs, options, and PSUs (PSUs paid at target); and • COBRA subsidy for the first twelve (12) months following the month of your termination; provided that such benefits shall be taxable to you to the extent advisable under Section 105(h) of the Code. Notwithstanding any other provision under this Agreementagreement, in the event that the amount of payments or other benefits payable to you under this agreement, together with any payments or benefits payable under any other plan, program, arrangement or agreement maintained by the Company or one of its affiliates, would constitute an “excess parachute payment” (within the meaning of Section 280G of the Code), the Company payments under this agreement shall have no obligation be either (a) provided in full pursuant to the Executive terms of this agreement or any other than: applicable agreement, or (b) reduced in a manner determined by the Company (by the minimum possible amounts) until no amount payable to you under this agreement constitutes an “excess parachute payment” (within the meaning of Section 280G of the Code), whichever of the foregoing amounts, taking into account the applicable federal, state, local and foreign income, employment and other taxes including any excise tax imposed by Section 4999 of the Code (including without limitation, any interest or penalties on such taxes), results in your receipt, on an after-tax basis, of the greatest amount or payments and benefits provided for hereunder or otherwise. To be entitled to the benefits under this agreement, you must agree to be bound by the terms and conditions outlined herein, including all restrictions applicable to you which includes the execution of a general release waiving all claims against the Company, which release will be provided to you in sufficient time to allow you to review and execute the release, and for any revocation period to expire, so that such benefits (other than the COBRA subsidy) can be paid to you by the short-term deferral deadline referred to in the following paragraph. Notwithstanding anything to the contrary set forth herein, all payments and benefits described in this agreement that are not otherwise exempt from Section 409A of the Code (“Section 409A”) shall be fully paid no later than the short-term deferral deadline set forth in Treasury Regulation Section 1.409A-1(b)(4). Notwithstanding anything to the contrary set forth herein, in the event that any change to this agreement or any additional terms are required to comply with Section 409A (or an exemption therefrom), you hereby agree that the Company may make such change or incorporate such terms (by reference or otherwise) without your consent. To the extent (i) any payments to which you become entitled under this agreement, or any agreement or plan referenced herein, in connection with your termination of employment with the Company constitute deferred compensation subject to Section 409A and (ii) you are deemed at the time of such termination of employment to be a “specified” employee under Section 409A, then such payment or payments shall not be made or commence until the earlier of (i) the payment expiration of the Executive's earned and unpaid compensation through six (6)-month period measured from the effective date of your “separation from service” (as such terminationterm is at the time defined in Treasury Regulations under Section 409A with the Company; or (ii) the payment date of any deferred bonusyour death following such separation from service; provided, subject however, that such deferral shall only be effected to the provisions of extent required to avoid adverse tax treatment to you, including (without limitation) the additional twenty percent (20%) tax for which you would otherwise be liable under Section 409A 409A(a)(1)(B) of the Code; (iii) Code in the payment absence of an amount equal to such deferral. Upon the sum expiration of the Executive's annual Base Salary plus applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the Executive's Maximum Bonus Amount (as in effect as absence of the date of termination), 50% of which this paragraph shall be paid to you or your beneficiary, as applicable, in one lump sum. For purposes of this agreement, no payment that is subject to (and not exempt from Section 409A) will be made to you upon termination of your employment unless such termination constitutes a “separation from service” within the Executive upon the first business day following the six month anniversary meaning of Section 409A, and Section 1.409A-1(h) of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementTreasury Regulations thereunder.

Severance. Subject In the event that Employee is subject to a Change in Control Involuntary Termination, Employee shall be entitled to receive severance benefits as follows: (A) a lump sum cash severance payment equal to [one and a half (1.5) times (if Employee is not the CEO)] [three (3) times (if Employee is the CEO)] the higher of (1) the base salary which Employee was receiving immediately prior to the Executive's continued compliance with his obligations under this Agreement, Change in Control or (2) the Company shall have no obligation base salary which Employee was receiving immediately prior to the Executive other than: (i) the Change in Control Involuntary Termination, which payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to on the Executive upon the first business sixtieth (60th) day following the six month anniversary Change in Control Involuntary Termination; (B) a lump sum cash payment equal to [one and a half (1.5) times (if Employee is not the CEO)] [three (3) times (if Employee is the CEO)] Employee’s Target Annual Bonus; and (C) payment by the Company of the date full cost of termination of employment the health insurance benefits provided to Employee and the remainder of which shall be paid Employee’s spouse and dependents, as applicable, immediately prior to the Executive Change in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject Control pursuant to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (excluding severance plans“COBRA”) or other applicable law through the earlier of the end of the [eighteen (18) month (if Employee is not the CEO)] [thirty-six (36) month (if Employee is the CEO)] period following the Change in Control Involuntary Termination date or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law. The benefits to be provided under clauses (a)(i) and (a)(ii) shall be paid on the sixtieth (60th) day following Employee’s termination of employment ; PROVIDEDexcept that any payments under clause (a)(ii)(C) shall be paid on a monthly basis commencing on the sixtieth (60th) day following Employee’s termination of employment (subject in all cases to Employee’s release of claims against the Company as set forth in Section 1(a)). Notwithstanding the foregoing, that in the event the Board of Directors concludes in its reasonable judgment that such termination the provision of subsidized COBRA benefits to Employee is within six months following likely to cause the Closing, (A) in lieu Company to become subject to excise tax as a result of the benefit set forth in clause Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (iiithe “Healthcare Reform Act”), the Company shall pay the Executive Employee a lump sum monthly amount in cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum amount of the Executive's annual base salary and COBRA subsidy during the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to period the Company in exchange is obligated to provide subsidized COBRA benefits to Employee. In addition, Employee shall receive payment(s) for a refund of the full purchase price within 30 days following such return all salary, bonuses and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect unpaid vacation accrued as of the date of terminationEmployee’s termination of employment and up to three (3) months of outplacement services not to exceed $5,000 per month (with a provider and in a program selected by the Employee. provided Employee commences such services within ninety (90) days of Employee’s Change in Control Involuntary Termination date). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.

Severance. Subject (a) If the Employment Period is terminated by the Company without Cause (whether during or at the expiration of the Employment Period) or if the Employment Period is terminated by Executive for Good Reason, Executive shall be entitled to receive (i) an amount equal to his Base Salary for a one-year period after such termination, (ii) immediate vesting of all unvested stock options and extension of the period of exercise of such options to the end of the term of the grant (but as to both vesting and extension of exercise, excluding any options or stock granted as provided in Section 3(e)), and (iii) payment by the Company of all health insurance premiums for Executive and his eligible dependents with respect to Executive's continued compliance continuation coverage rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, (i.e., "COBRA payments"), or any similar statute or regulation then in effect, for the one-year period after such termination or such shorter period until Executive and his eligible dependents obtain coverage under the medical plans of any subsequent employer or otherwise fail to be eligible for continuation coverage with his obligations respect to the Company's medical plans under COBRA (for purposes of this Agreement, collectively the "Severance Period"), so long as Executive has not breached and does not breach the provisions of any of paragraphs 6, 7, 8, 9, 10, or 12 below during the time period set forth therein or breached the provisions of any agreement referenced thereby. Within thirty (30) days following the termination of the Employment Period under circumstances to which this Section 5(a) applies, the Company shall have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of deposit an amount equal to the sum of the Executive's annual Base Salary plus with an escrow agent reasonably acceptable to Executive to be (i) held by such escrow agent pursuant to an escrow agreement reasonably satisfactory to the Executive's Maximum Bonus Amount Company and Executive and (as in effect as of the date of termination), 50% of which shall be ii) paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to Executive complying with the provisions of Section 409A the Protective Covenants) in twelve (12) equal monthly installments on the first day of each month commencing on the first month immediately following the termination of the CodeEmployment Period. (b) If the Employment Period is terminated as a result of Executive's Disability, immediate payout of Executive and/or his estate or beneficiaries, as the case may be, shall be entitled to receive benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except employee benefit programs as otherwise required by law or by in effect on the terms date of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following to the Closingextent permitted thereunder and under applicable law and, in addition, shall be entitled to receive (Ai) in lieu of an amount equal to Executive's Base Salary at the benefit times set forth in clause this Agreement for the lesser of the terminated portion of the Employment Period or the one-year period after such termination, (ii) immediate vesting of all unvested stock options and extension of the period of exercise of such options to the end of the term of the grant, (but excluding as to both vesting and extension of exercise any options or stock granted as provided in Section 3(e)), (iii) COBRA payments and (iv) the pro rata amount of any Annual Bonus payable to the Executive pursuant to 3(b) above for the then current fiscal year of the Company (calculated by multiplying the maximum Annual Bonus by a percentage, the numerator of which shall equal the number of days that have elapsed prior to the termination date during such fiscal year and the denominator of which shall equal 365) ("Pro Rata Annual Bonus"); provided that to the extent that the Company establishes and maintains disability insurance providing to Executive and/or his estate or beneficiaries, as the case may be, a disability income benefit, the Company shall pay be relieved on a dollar for dollar basis of its obligation to make such payments pursuant to this paragraph 5(b). (c) If the Employment Period is terminated as a result of Executive's death Executive and/or his estate or beneficiaries, as the case may be, shall be entitled to receive benefits under the Company's employee benefit programs as in effect on the date of such termination to the extent permitted thereunder and under applicable law and, in addition, shall be entitled to receive (i) immediate vesting of all unvested stock options and extension of the period of exercise of such options to the end of the term of the grant, (but excluding as to both vesting and extension of exercise any options or rights granted as provided in Section 3(e)), and (ii) the Pro Rata Annual Bonus. (d) The Agreement Regarding Compensation on Change of Control dated April 9, 2003 between Executive and the Company is terminated as of the Effective Date. In the event of a lump sum cash Change of Control, this subsection (d) shall apply to the exclusion of all other provisions of this Section 5 if the events described in (i) or (ii) below occur and Executive shall be entitled as follows: In the event of a Change of Control without termination of the Employment Period by the Company or its successor, Executive may resign and receive (A) an amount equal to the product 150% of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's his annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing)Base Salary, (B) in lieu immediate vesting of all unvested stock options and\or restricted stock and extension of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned period of exercise of such options and\ or restricted stock to the Company in exchange for a refund end of the full purchase price within 30 days following such return term of the grant, and (C) in lieu COBRA payments; provided that the resignation is not effective until the conclusion of a six month transitional period following the effective date of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date Change of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementControl.

Severance. Subject Notwithstanding any other provision of this Agreement: (A) If the Employee's employment with the Company terminates pursuant to either Section 4(c) (by the Company without Cause) or Section 4(d) (by the Employee for Good Reason) (other than a Termination upon Retirement) during the Designated Term, then the Company shall, upon delivery to the Executive's continued compliance with his obligations under this Agreement, Company of a release of any claims of the Employee against the Company shall have no obligation and its stockholders, directors, officers, employees, agents or other affiliates arising out of his employment relationship (other than claims to any compensation or benefits payable under or to be provided pursuant to this Section 5, or any rights of the Employee under Sections 6 or 7 hereof) executed by the Employee and reasonably satisfactory in form and substance to the Executive other than: Company (ia "Severance Release"), --------- ------- continue to pay and provide to the Employee (A) the compensation payable to him pursuant to Section 3(a) hereof, and (B) the benefits provided to him pursuant to Section 3(c) hereof (the compensation and benefits described in clauses (A) and (B), together, such Employee's "Base Severance Compensation"), and, unless --------------------------- such Termination of Employment was a Termination for Under-Performance, (C) any bonus accrued or earned by the Employee pursuant to the Bonus Plan and attributable to the Employee's performance for the portion of the year prior to his Termination of Employment, on a one-time only basis payable at the time of payment of bonuses to other executive employees under the Executive's earned Bonus Plan, and unpaid compensation through the effective date of such termination; (iiD) the payment of any deferred bonusfor each year, subject to the provisions of Section 409A of the Code; (iii) the payment 50% of an amount equal to the sum of compensation payable to the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of terminationEmployee pursuant to Section 3(a), 50% multiplied by a fraction, the numerator of which shall be paid to equals the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target aggregate bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive actually payable with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that preceding year to the Company's other executive employees in the event that such termination is on or after same bonus pay-out range as the date that is six months after the Closing but Employee was in prior to his Termination of Employment, and the first anniversary denominator of which equals the aggregate salary of such other executive employees for such preceding year (the compensation described in clauses (C) and (D) together, such Employee's "Variable Severance Compensation") for a period ------------------------------- (the "Initial Severance Period") equal to the longer of (i) the remainder of the Closing------- --------- ------ Designated Term, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.and

Severance. Subject In no way limiting the Company’s policy of employment at will: (a) If Employee’s employment with the Company is terminated by the Company without Cause or by Employee with Good Reason, and provided that all of the following have occurred within 60 days following the termination of Employee’s employment with the Company: (i) Employee first signs and delivers to the Executive's continued compliance with Company a Confidential Severance and Release Agreement in substantially the same form as that attached hereto as Exhibit B (the “Release Agreement”), (ii) any revocation right of the Employee under such Release Agreement shall have expired, and (iii) such Release Agreement shall have become effective, (the date that all of the conditions set forth in (i), (ii) and (iii) above are met to be referred to as the “Release Date”), Employee shall be entitled to receive: (i) An amount equal to one-half of the sum of his annual Base Salary and Target Bonus in effect for the year in which the Termination Date occurs, subject to required withholding, payable at the end of the first full calendar month following the Release Date; and (ii) An amount equal to one-twelfth of the sum of his annual Base Salary and Target Bonus in effect for the year in which the Termination Date occurs, subject to required withholding, payable at the end of each of the next thirteen full calendar months following the first full calendar month following the Release Date; (iii) An amount equal to five-twelfths of the sum of his annual Base Salary and Target Bonus in effect for the year in which the Termination Date occurs, subject to required withholding, payable at the end of the fifteenth full calendar month following the Release Date; and (iv) Coverage at Company expense under the employee health insurance plan of the Company for period of twenty four (24) months following the Release Date, or, if less, the maximum time period permitted under COBRA. (b) Notwithstanding anything to the contrary herein contained, Company shall not be required to pay any amounts under this Section 5 or elsewhere in this Agreement if Employee is in breach of any of its obligations under this Agreement or any other Agreement with the Company, including without limitation, any obligation relating to the treatment of Company confidential information and any non-compete obligation. (c) If Employee’s employment with the Company is terminated for Cause or death or Disability, or Employee resigns without Good Reason, Employee shall be entitled to receive only: (i) Employee’s Base Salary earned and payable through the Termination Date; (ii) any accrued but unused vacation/time off to the extent required under applicable law; (iii) reimbursement for all incurred but unreimbursed expenses to the extent Employee is entitled to be reimbursed; and (iv) any other earned but unpaid compensation, if applicable, as of the Termination Date. (d) For purposes of this Agreement, the Company following terms shall have no obligation to the Executive other than: (i) the payment of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit meanings set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement.below:

Severance. Subject (a) If Employee’s employment is terminated by the Company without Cause or by Employee for Good Reason within twenty-four (24) months following a Change in Control, then subject to the Executive's requirements of this Section 2 and Employee’s continued compliance with his obligations Section 3, Employee shall be entitled to receive, in lieu of any severance benefits to which Employee may otherwise be entitled, including under this Agreementany Other Arrangement (as defined below), the Company shall have no obligation to the Executive other than: benefits provided below: (i) The Company shall pay to Employee (A) his or her fully earned but unpaid base salary, when due, through the payment date of termination at the rate then in effect, (B) his or her accrued but unpaid vacation or paid time off through the date of termination, when due, plus (C) all other amounts or benefits to which Employee is entitled under any compensation, retirement or benefit plan or practice of the Executive's earned and unpaid compensation through Company at the effective date time of termination in accordance with the terms of such termination; plans or practices, including, without limitation, any continuation of benefits required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or applicable law (the “Accrued Obligations”); (ii) the payment of any deferred bonus, subject Employee shall be entitled to the provisions of Section 409A of the Code; (iii) the payment of receive severance pay in an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount of: (A) Employee’s monthly base salary as in effect immediately prior to the date of termination for the twelve (12) month period following the date of termination, plus (B) An amount equal to the greater of (1) Employee’s maximum target bonus for the fiscal year during which the date of termination occurs or (2) Employee’s maximum target bonus for the fiscal year during which the Change in Control occurs, payable, in the case of both clauses (A) and (B), in a lump sum within ten (10) days following the effective date of Employee’s Release, but in no event later than two and one-half (2 ½) months following the last day of the calendar year in which the date of Employee’s termination of employment occurs; (iii) Employee shall be entitled to receive a lump sum cash payment equal to (A) twelve (12) multiplied by (B) the monthly premium Employee would be required to pay for continuation coverage pursuant to COBRA for Employee and his or her eligible dependents who were covered under the Company’s health plans as of the date of Employee’s termination such that Employee’s premiums are the same as for active employees (calculated by reference to the premium as of the date of termination) (provided that Employee shall be solely responsible for all matters relating to his or her continuation of coverage pursuant to COBRA, including, without limitation, his or her election of such coverage and his or her timely payment of premiums), 50% of which payment shall be paid to the Executive upon the first business day within ten (10) days following the six month anniversary effective date of Employee’s Release, but in no event later than two and one-half (2 ½) months following the last day of the calendar year in which the date of Employee’s termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six monthsoccurs; and (iv) treatment The vesting and/or exercisability of any outstanding unvested portions of Employee’s Stock Awards the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) vesting of which is solely time-based and (d); (v) not subject to the provisions satisfaction of Section 409A a performance condition shall be automatically accelerated on the effective date of Employee’s Release. In ||| addition, Employee’s Stock Awards may be exercised by Employee (or Employee’s guardian or legal representative) until (A) the Codedate that is nine (9) months following the date of termination, immediate payout or (B) such longer period as may be specified in the applicable stock award agreement; provided, however, that in no event shall any Stock Award remain exercisable beyond the original outside expiration date of benefits previously accrued under such Stock Award; provided, however, that, any Stock Awards that vest in whole or in part based on the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or attainment of performance-vesting conditions shall be governed by the terms of the applicable Stock Award agreement. Employee’s vested Stock Awards shall be governed by the terms and conditions of the Stock Award agreements and the Company's benefit plans (excluding severance plans); PROVIDED’s equity plan under which such Stock Awards were granted. Notwithstanding the foregoing, that in the event that the Stock Award agreement or the equity plan pursuant to which the Stock Awards were granted provides for more favorable treatment of Employee’s Stock Awards, nothing in this Agreement is intended to limit Employee’s right to such termination is within six months following the Closing, (A) more favorable treatment as provided in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on Stock Award agreement or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company equity plan, policy, or agreement.

Severance. Subject to (a) If at any time during the Employment Period the Executive's continued compliance with his obligations under this Agreement, the Company shall have no obligation to the Executive other than: employment (i) is terminated by the payment Corporation for reasons other than Cause (as it is defined in subsection (c), or the reasons specified in subsection (b) herein), or (ii) the Corporation and Executive do not agree to renew Executive's employment at the end of the Employment Period upon terms at least similar to the terms of this Agreement; then Executive shall be entitled to receive: (1) monthly base salary at the annual rate then in effect for eighteen months after termination of employment, (2) a prorated portion of the then current year's cash bonus opportunity and the Long Term Incentive Plan bonus targets as calculated below, (3) an acceleration and lapse of all the restrictions on exercisability of all outstanding stock options previously granted to Executive, (4) an acceleration and lapse of all restrictions on all stock previously awarded and in escrow under the Corporate Development Incentive ("CDIP") Plan, so that said stock is released and delivered to Executive, and (5) a prorated portion of the then current year's CDIP dollar amount opportunity. For purposes of determining bonuses for each respective plan mentioned in subsections (2) and (5) above, the attainment of the performance goal shall be determined by reference to the Corporation's actual performance through the end of the month in which termination occurs, extrapolated in a straight line over the uncompleted portion of the performance period. The resulting award amount shall be prorated by comparing the period from the beginning of each performance period through the end of the month in which termination occurs versus each total performance period. Five bonus calculations will be made for Executive, although actual performance will determine if a bonus will be paid. All bonuses earned shall be paid in equal installments over the 18 months. (b) The respective sections cited below explain what payments are due to Executive after termination of employment if at any time during the Employment Period a termination occurs as a result of: (1) death (Section 1(f)), or (2) Change in Control (Section 1 (d)), or (3) disability (Section 1(e)). (c) If at any time during the Employment Period, (1) this Agreement terminates as a result of the Executive voluntarily resigning, or (2) the Corporation terminates the Executive for Cause, then all of the Executive's earned and unpaid compensation through the effective date of such termination; (ii) the payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination), 50% of rights under this Agreement which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares shall be returned to the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days would accrue following the date of that termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreementcease.

Severance. Subject (a) In the event CEO resigns with good reason, CEO's employment is terminated without cause, or Sound Transit elects to exercise its option not to renew the Executive's continued compliance with his obligations under this AgreementAgreement pursuant to Section 2, CEO shall be eligible for the Company shall have no obligation to the Executive other than: following severance pay and benefits: (i) the payment Payment of the ExecutiveCEO's earned and unpaid compensation through then-current Base Salary for a period of six (6) or twelve (12) months (180 or 365 days), per sub-section (b) below, measured from the effective date of such termination; resignation with good reason, termination without cause, or non-renewal (the "Severance Period"), together with all scheduled contributions, if any, to CEO's 401(a) and 457(b) plans for the Severance Period. (ii) the payment Payment of any deferred bonus, subject to the provisions of Section 409A of the Code; (iii) the payment of an a single lump sum in a net amount equal to the sum aggregate cost of the Executivepremiums for COBRA continuation coverage for CEO and/or CEO's annual Base Salary plus dependents during the Executive's Maximum Bonus Amount Severance Period, provided that CEO timely elects such coverage. (as in effect as iii) Payment of the date cash value of terminationone hundred percent (100%) of CEO's accrued, unused vacation, and twenty-five percent (25%) of CEO's accrued, unused sick leave, subject to routine payroll deductions and withholding. (b) During the initial Term of this Agreement (December 1, 2018 through December 31, 2021) and the first renewal Term (calendar year 2022), 50% of which the Severance Period shall be paid to twelve (12) months (365 days). During the Executive upon second and third renewal Terms (calendar years 2023 and 2024, respectively), the first business day following the six month anniversary of the date of termination of employment and the remainder of which Severance Period shall be paid to the Executive in equal installments each month thereafter for six months; (iv6) treatment of the New Parent Restricted Shares months (and, if applicable, Purchased Parent Shares) as described below in Section 4.4(b180 days), . (c) There is no automatic renewal of the Agreement after calendar year 2024 and expiration of the last automatically renewed Term shall not entitle CEO to severance pay and/or benefits. (d) All payments and contributions described at sub-sections (a) and (db); , above, shall be subject to payroll taxes and required withholding, any additional withholding to which CEO has Page IS of9 agreed, and any outstanding obligations owed by the CEO to Sound Transit, and shall be made in accordance with Sound Transit's regular payroll policies and practices, as currently in effect or hereafter modified at Sound Transit's discretion. (ve) All payments and contributions described at sub-sections (a) and (b), above, shall be conditioned on CEO's execution, and non-revocation, of a comprehensive release of claims substantially in the form attached hereto as Exhibit B. (t) The foregoing provisions are intended to be exempt from or comply with the requirements of Internal Revenue Code Section 409A, and the final regulations and any guidance promulgated thereunder (collectively, "Section 409A"), so that none of the severance payments and benefits to be provided hereunder will be subject to the provisions additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Sound Transit and CEO agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of Section 409A of the Code, immediate payout of benefits previously accrued under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law any additional tax or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal to the product of (x) the multiple set forth on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately income recognition prior to actual payment to CEO under Section 409A. Notwithstanding the Closing)foregoing, (B) in lieu of the benefit set forth in clause (iv) Sound Transit makes no representation or warranty to CEO with respect to any Purchased Parent Sharestax, economic or legal consequences of any Purchased Parent Shares payments or benefits provided hereunder, including without limitation under Section 409A, and no provision of the Agreement shall be returned interpreted or construed to the Company in exchange transfer any liability for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) failure to comply with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on 409A from CEO or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, individual to Sound Transit or agreementany of its affiliates.

Severance. Subject to In consideration for the Executive's continued compliance with his obligations under promises made by Executive in this Agreement, the Company shall have no obligation provide Executive: [ (1) monthly reimbursement of Executive’s COBRA health insurance premium costs for him and his eligible dependents at the coverage levels in place as of the Separation Date, assuming he is eligible for and timely and properly applies for the benefit, until the earlier to occur of twelve (12) months from the Separation Date and the date upon which Executive becomes eligible to receive coverage under a group health plan sponsored by another employer; (2) immediate one hundred percent (100%) vesting of any phantom units previously awarded to the Executive other than: under the Partnership’s Long-Term Incentive Plan which are not yet vested on the Separation Date, not to exceed 13,768 phantom units, which the Compensation Committee of the Board of Directors of the Company has heretofore approved to be paid to Executive in accordance with the Transition Agreement and in accordance with the terms of the Partnership’s Long-Term Incentive Plan; (3) free and clear title to Executive’s Company vehicle and a cash payment to Executive in an amount that will fully offset the income taxes incurred by Executive through the transfer of ownership of the vehicle to him; (4) compensation for any fully-vested phantom units in the Calumet GP, LLC Executive Deferred Compensation Plan in accordance with the terms of that plan; and (5) $_____________________________________________________] [sum of (i) the continued payment of his salary (which is based on an annual base salary of Three Hundred Fifty-Three Thousand Sixty-Seven Dollars and Zero Cents ($353,067.00)) on a semimonthly basis until the Executive's earned earlier of _______ and unpaid compensation through the effective date Project End Date (as that term is defined in the Employment and Transition Agreement between Company and Executive dated April 17, 2017), Initial if such salary continuance is applicable pursuant to the terms of such termination; the Transition Agreement, and (ii) the payment of any deferred bonus, subject to the provisions of Section 409A amount of the Code; (iii) the payment of an amount equal to the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination)SAP Bonus, 50% of which shall be paid to the Executive upon the first business day following the six month anniversary of the date of termination of employment and the remainder of which shall be paid to the Executive in equal installments each month thereafter for six months; (iv) treatment of the New Parent Restricted Shares (andor any part thereof, if applicable, Purchased Parent Shares) as described below in Section 4.4(b), (c) and (d); (v) subject to the provisions of Section 409A of the Code, immediate payout of benefits previously accrued such SAP Bonus has been earned under the Company's Supplemental Executive Retirement Plan and (vi) executive outplacement benefits, except as otherwise required by law or by the terms of the Company's benefit plans (excluding severance plans); PROVIDED, that in the event that such termination is within six months following the Closing, (A) in lieu of the benefit set forth in clause (iii), the Company shall pay the Executive a lump sum cash amount equal Transition Agreement]. These payments to the product of (x) the multiple set forth and on ATTACHMENT 1 and (y) the sum of the Executive's annual base salary and the Executive's target bonus amount (each, as in effect as of immediately prior to the Closing), (B) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, any Purchased Parent Shares ’s behalf shall be returned jointly referred to herein as the Company in exchange for a refund of the full purchase price within 30 days following such return and (C) in lieu of the benefit set forth in clause (iv) with respect to any Purchased Parent Shares, the Executive will be paid a lump sum cash amount within 30 days following the date of termination of employment equal to any amount withheld by the Company in connection with any Section 83(b) election made by the Executive with respect to the New Parent Restricted Shares; PROVIDED, FURTHER, that in the event that such termination is on or after the date that is six months after the Closing but prior to the first anniversary of the Closing, in lieu of the benefit set forth in clause (iii) and the benefits set forth in clause (A) in the immediately preceding proviso, the Company shall pay the Executive over a 24-month period in equal monthly installments the product of (x) two and (y) the sum of the Executive's annual Base Salary plus the Executive's Maximum Bonus Amount (as in effect as of the date of termination). In the event that the Executive is eligible to receive the severance benefits provided for by this Section 4.4(a), the Executive shall not be eligible to receive severance benefits under any other Company plan, policy, or agreement“Severance Package.”