United States Uses in Severance Clause

Severance

Trinity Place Holdings Inc., a Delaware corporation (the "Company"), is pleased to offer you employment with the Company on the terms described below.

Severance. If your employment with the Company is terminated by the Company without Cause (as reasonably determined by the Company), the Company will pay you a minimum severance amount equal to the product of your weekly salary multiplied by 12. Such severance amount shall be paid to you in installments on regular payroll dates. For purposes of this letter, "Cause" means (i) any breach by you of this letter, the Confidential Information and Invention Assignment Agreement , or any other written agreement between you and the Company; (ii) any failure by you to comply with the Company's written policies or rules, as they may be in effect from time to time during your employment, if such failure causes material harm to the Company; (iii) your failure to follow reasonable and lawful instructions from the CEO; (iv) commission by you of a felony under the laws of the United States or any State; (v) your misappropriation of funds or property of the Company; (vi) neglect of your duties; or (vii) any gross or willful misconduct by you resulting in a material loss to the Company or material damage to your reputation or the reputation of the Company; provided however, if any such event described in clause (i), (ii), (iii), (vi) or (vii) occurs and is reasonably curable, no termination for Cause shall be made unless you fail to cure such event promptly and in no event later than ten days after written notice thereof is given to you by the CEO.

Severance

The Wendy's Company (the "Company" or "Wendy's") is pleased to confirm the offer of employment for the position of Chief Communications Officer ("CCO") on the terms stated herein. Your start date will be June 2, 2014.

Severance. In the event the Company terminates your employment without Cause (with "Cause" being hereinafter defined), in exchange for your execution of a general release of any and all claims concerning your employment and termination thereof in favor of the Company (and its subsidiaries, agents, employees, directors, etc.), you shall receive the following:a.One year of salary continuation (at your annual base rate of salary in effect as of the termination) without offset for subsequent employment from date of termination, paid on a biweekly basis. These biweekly payments would also include installments of annual incentive paid for the year prior to the year of termination;b.Second year of salary continuation (at your annual base rate of salary in effect as of the termination), subject to offset for subsequent employment;c.Prorated annual incentive payment for year of termination, payable when annual incentives are paid to other senior executives of the Company;d.Unvested time-vested equity would vest pro rata (on a monthly basis) to the date of termination, unless terms of awards are more favorable. Any performance-based equity would be determined based on plan and award terms. Vested stock options would be exercisable for one year after the date of termination; and e.Lump sum cash payment of $30,000.You shall not be entitled to severance in the event the Company terminates your employment for Cause or in the event you voluntarily resign or terminate your employment with the Company. For the purposes of this agreement, "Cause" may include (i) commission of any act of fraud or gross negligence by you in the course of your employment hereunder that, in the case of gross negligence, has an adverse effect on the business or financial condition of Wendy's or any of its affiliates; (ii) willful misrepresentation at any time by you to Wendy's or the Board; (iii) willful failure or refusal to comply with any of your obligations hereunder or to comply with a reasonable and lawful instruction of the President and/or Chief Executive Officer of Wendy's or the Board; (iv) engagement by you in any conduct or the commission by you of any act that is, in the reasonable opinion of the Board, injurious or detrimental to the substantial interest of Wendy's or any of its affiliates; (v) your commission of or indictment for any felony, whether of the United States or any state thereof or any similar foreign law to which you may be subject; (vi) any failure substantially to comply with any material written rules, regulations, policies or procedures of Wendy's furnished to you; (vii) any willful or negligent failure to comply with Wendy's policies regarding insider trading; (viii) your death; or (ix) your inability to perform all or a substantial part of your duties or responsibilities on aMay 8, 2014Page 5ccount of your illness (either physical or mental) for more than ninety (90) consecutive calendar days or for an aggregate of one-hundred fifty (150) calendar days during any consecutive nine (9) month period. A termination for Cause shall include a determination by the Company within six (6) months following your termination without Cause that circumstances existed during your employment that would have justified a termination by the Company with Cause. In such event, the Company reserves the right to discontinue any severance payments described above and to require you to reimburse the Company any severance amounts already paid to you.

Severance

I am pleased to offer you a position with Vital Therapies, Inc. (Company or we) as its Chief Financial Officer. This is an exempt position with a start date of August 30, 2013.

Severance. With the approval of the Board, you will be permitted to enter into our standard Change of Control and Severance Agreement (the Severance Agreement) applicable to you based on your senior position with the Company, which agreement will become effective upon an initial public offering of the Companys securities. The Severance Agreement will set forth the severance payments and benefits to which you would be entitled in connection with certain terminations of employment, which would be in lieu of any other severance or other benefits you would otherwise be entitled to under any plan, program or policy that the Company may have in effect from time to time. Your employment with the Company will be at will. It is for no specified term, and may be terminated by you or the Company at any time, with or without cause or advance notice. Although the Company may change the terms and conditions of your employment from time-to-time, (including, but not limited to, changes in your position, compensation, and/or benefits), nothing will change the at-will employment relationship between you and the Company. In addition, the compensation terms described herein will not affect your at-will employment status. Page 3 Michael Swanson The Company reserves the right to conduct background investigations and/or reference checks on all of its potential employees. Your job offer, therefore, is contingent upon a clearance of such a background investigation and/or reference checks, if any. For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three (3) business days of your date of hire, or our employment relationship with you may be terminated. As an employee of the Company, you will have access to certain confidential information of the Company and you may, during the course of your employment, develop certain information or inventions that will be the property of the Company. To protect the interests of the Company, you will be expected to sign and comply the terms of the Companys Employee Innovations and Proprietary Rights Assignment Agreement (the Confidentiality Agreement) and other compliance agreements, in each case, in the forms attached hereto as Appendix A. In the event of any dispute or claim relating to or arising out of your employment relationship with the Company, this letter, the Confidentiality Agreement, or the termination of your employment with the Company for any reason (including, but not limited to, any claims of breach of contract, wrongful termination or age, sex, race, national origin, disability or other discrimination or harassment), you and the Company agree to be bound by the arbitration terms set forth on Appendix B attached hereto. This Agreement, along with the Confidentiality Agreement, the Severance Agreement, and the Option Plan and Option Agreement, constitute the entire agreement between you and the Company regarding the subject matters discussed herein, and they supersede all prior negotiations, representations or agreements between you and the Company. This letter agreement may only be modified by a written agreement signed by you and the Companys Chief Executive Officer. To accept the Agreement, please sign in the space indicated and return it to the Company.

Severance

Severance. "Severance" shall mean the termination of an Employee's employment with the Sponsor or an Affiliated Company by reason of such Employee's death, retirement, resignation or discharge, or otherwise. For purposes of determining a Participant's Vesting Years and Benefit Years, such Participant shall not incur a Severance by reason of the following:

Severance

I am pleased to offer you an employment position with GCT Semiconductor, Inc. (the Company or GCT) pursuant to the following terms and conditions:

Severance. If in connection with or immediately following a Change in Ownership or Change in Management (as defined below) of the Company, the Company terminates your employment without cause (a termination for cause shall be any termination as determined by the Board of Directors of the Company as a result of a (i) conviction of, or a plea of guilty or no contest to a felony under the laws of the United States or any state thereof, (ii) committing an act of fraud against, or the misappropriation of property belonging to the Company; or (iii) a material breach of any confidentiality or proprietary information agreement between yourself and the Company), you shall be entitled to the following severance package: (0 payment equal to One (1) Year of base salary and (ii) an acceleration of the vesting of the unvested shares under any Company stock option then held by you such that 50% of the remaining unvested shares granted under such options shall become vested. Change in Ownership shall mean any transaction or series of transactions, including but not limited to merger(s), consolidation(s), and/or other stock transfer(s) or issuance(s), resulting in the transfer of more than fifty percent (50%) of the Companys voting stock to one or more person(s), corporation(s), partnership(s), limited liability company(ies) and/or other entity(ies) acting alone or in concert. Change in Management shall mean the engagement of a new Chief Executive Officer. If the Company terminates your employment due to any other causes than mentioned above, you shall be entitled to the following severance package: (i) payment equal to Six (6) Month of base salary and (ii) an acceleration of the vesting of the unvested shares under any Company stock option then held by you such that 25% of the remaining unvested shares granted under such options shall become vested.

Severance

I am pleased to offer you an employment position with GCT Semiconductor, Inc. (the Company or GCT) pursuant to the following terms and conditions:

Severance. If in connection with or immediately following a Change in Ownership or Change in Management (as defined below) of the company, the Company terminates your employment without clause (a termination for cause shall be any termination as determined by the Board of Directors of the Company as a result of a (i) conviction of, or a plea of guilty or no contest to a felony under the laws of United States or any state thereof; (ii) committing an act of fraud against, or the misappropriation of property belonging to the Company; or (iii) a material breach of any confidentiality or proprietary information agreement between yourself and the Company), you shall be entitled to the following severance package: (i) payment equal to One (I) Year of base salary and (ii) an acceleration of the vesting of the unvested shares under any Company stock option then held by you such that 60% of the remaining unvested shares granted under such options shall become vested. Change in Ownership shall mean any transaction or series of transactions, including but not limited to merger(s), consolidation(s), and/or other stock transfer(s) or issuance(s), resulting in the transfer of more than fifty percent (50%) of the Companys voting stock to one or more person(s), corporations(s), partnership(s), limited liability company(ies) and/or other entity(ies) acting alone or in concert. Change in Management shall mean the engagement of a new Chief Executive Officer. If the Company terminates your employment due to any other causes than mentioned above, you shall be entitled to the following severance package: (i) payment equal to Six (6) Months of base salary and (ii) an acceleration of the vesting of the unvested shares under any Company stock option then held by you such that 25% of the remaining unvested shares granted under such options shall become vested.

SEVERANCE

I am pleased to offer you the following position with Sassy, Inc. (Sassy), a wholly-owned subsidiary of Kid Brands, Inc. (the Company, and together with each subsidiary of the Company, the Employer Group). Your employment with Sassy will include the following:

SEVERANCE. In the event that you are terminated from Sassy for reason other than cause or other than your own voluntary resignation, you will be eligible to receive severance in accordance with the Companys severance policy for Domestic Vice Presidents (and above), a copy of which is attached hereto as Exhibit A (the VP Policy). References in the VP Policy to (i) Company shall be read as references to Sassy, (ii) the New York metropolitan area shall be read as references to the United States until your initial relocation on behalf of Sassy, and shall thereafter be read as references to the area located within an approximate one hour driving distance from your principal place of employment immediately following such initial relocation, and (iii) the Change-in-Control Severance Plan shall be disregarded, as such plan has been terminated. Cause shall be defined as (A) refusal or repeated failure by you to perform your duties as an employee of Sassy, which is not fully remedied (to the extent reasonably possible to be remedied) within 15 days after Sassy gives you notice thereof; (B) gross negligence or willful misconduct by you in connection with your employment by Sassy; (C) misappropriation or fraud with regard to Sassy, the Employer Group or its assets; or (D) conviction of, or the pleading of guilty or nolo contendere to, a felony or, to the extent involving the assets or business of Sassy or the Employer Group, a misdemeanor or other criminal offense.

SEVERANCE

I am pleased to offer you the following position with Sassy, Inc. (Sassy), a wholly-owned subsidiary of Kid Brands, Inc. (the Company, and together with each subsidiary of the Company, the Employer Group). Your employment with Sassy will include the following:

SEVERANCE. In the event that you are terminated from Sassy for reason other than cause or other than your own voluntary resignation, you will be eligible to receive severance in accordance with the Companys severance policy for Domestic Vice Presidents (and above), a copy of which is attached hereto as Exhibit A (the VP Policy). References in the VP Policy to (i) Company shall be read as references to Sassy, (ii) the New York metropolitan area shall be read as references to the area within the United States east of the Mississippi River until your initial relocation on behalf of Sassy, and shall thereafter be read as references to the area located within an approximate one hour driving distance from your principal place of employment immediately following such initial relocation, and (iii) the Change-in-Control Severance Plan shall be disregarded, as such plan has been terminated. Cause shall be defined as (A) refusal or repeated failure by you to perform your duties as an employee of Sassy, which is not fully remedied (to the extent reasonably possible to be remedied) within 15 days after Sassy gives you notice thereof; (B) gross negligence or willful misconduct by you in connection with your employment by Sassy; (C) misappropriation or fraud with regard to Sassy, the Employer Group or its assets; or (D) conviction of, or the pleading of guilty or nolo contendere to, a felony or, to the extent involving the assets or business of Sassy or the Employer Group, a misdemeanor or other criminal offense. By way of supplement to the VP Policy, in the event Sassy breaches the last sentence of paragraph 2 hereof, you shall be entitled to terminate your employment for good reason, in which event such termination shall be deemed to be a termination without cause for purposes of the VP Policy.

Severance

On behalf of Atari, Inc. (Atari or the Company), I am very pleased to extend to you an offer of employment with our Company, with a start date of June 9, 2008 (the Employment Date). We believe that you will be a tremendous addition to the team, and we are all very excited about the prospect of you joining us. The purpose of this letter is to confirm the terms and conditions of our offer of employment to you.

Severance. Notwithstanding Section 8, above, if your employment with Atari is terminated, you will be eligible for severance in accordance with the Companys policies (currently one year for Senior Vice Presidents) but for the purposes of clarity you will not receive severance if you are terminated for cause or you resign. 10. Conditions of Employment: As a condition of your employment, you agree to sign and abide by all of the provisions of the enclosed standard Proprietary Information and Inventions Agreement, as well as the Code of Ethics, Standards and Conduct. You agree to hold in confidence any proprietary or confidential information received as an employee of Atari, and you agree that, as your employer, Atari shall own any and all of the products, proceeds and results of your services, including all ideas or suggestions and other intellectual property (collectively. IP) related to Ataris business, including any game, media or the electronic entertainment business that you create or make while employed by Atari. To the extent Atari is not deemed the owner of such IP by virtue of the employment relationship, you hereby irrevocably assign each such IP and all rights therein to Atari as if each such IP were a work-for-hire commissioned by and for Atari. We wish to impress upon you that we do not wish you to bring to Atari any confidential materials and/or proprietary from any of your former employers; nor do we want you to violate any other obligations to any of your former employers. 11. Legal Right To Work: Federal law requires that you provide satisfactory proof of eligibility for employment within the United States, by completing the USCIS Employment Eligibility Verification Form I-9. Please bring in original documentation with you on your first day of employment. 12. Governing Law. This letter and all matters related to your employment with Atari will be governed by and construed according to the laws of the State of New York as applied to agreements entered into and to be performed within the State of New York. Venue for any action arising under this letter agreement shall be New York, New York. Tim, we at Atari are delighted to welcome you as a member of our team. We have achieved our outstanding reputation largely through the efforts of our employees and believe that you will play an important role in our continued success. In return, we believe that you will be both challenged and rewarded by your job opportunities during your employment with us.

Severance

As we have previously discussed, in accordance with the notice dated September 28, 2005 that was provided to you, Annuity and Life Re (Holdings), Ltd. (the Company) and Annuity and Life Reassurance, Ltd. (the Operating Subsidiary) will not be renewing your Employment Agreement dated January 2, 2002 (Employment Agreement). While the Company and the Operating Subsidiary are not in a position to renew your Employment Agreement, we would very much like you to continue working for the Company on the terms set forth in this letter. If you choose not to accept these terms, your employment will continue under the terms of your existing Employment Agreement until the expiration of its current term.

Severance. If you are terminated by the Company at any time for any reason other than Cause (as defined below), you terminate your employment because of a reduction in your base salary or housing allowance that you did not agree to or you terminate your employment for any other reason within the period commencing 90 days and ending 180 days following the effective time of (a) the acquisition of all of the outstanding equity securities of the Company or (b) the merger of the Company with another entity, other than a direct or indirect wholly owned subsidiary of the Company, then, in each case, you shall receive a severance payment of $620,000 plus reasonable relocation expenses from Bermuda to the United States, provided that, at that time, you execute and deliver an unconditional release of all claims, charges, complaints and grievances, whether known or unknown to you, against the Company or any of its affiliates, through the date of your termination of employment. If you are terminated at any time for Cause, you shall not be entitled to any severance payment. For purposes of this letter agreement, Cause shall include the following: fraud, theft or misappropriation or embezzlement of funds; willful violation of any express direction or any rule or regulation established by the Board; neglect of, or insubordination, incompetence or misconduct in the performance of, your duties hereunder; conduct contrary to the best interests of Company or its subsidiaries; use of alcohol or other drugs which interferes with the performance of your duties.