Common use of Consideration Clause in Contracts

Consideration. In consideration of Employee’s execution of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.

Consideration. In accordance with the Offer Letter, and in consideration of Employee’s execution of the terms, representations, promises, waivers and releases contained in this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee Executive with the following payments and benefits, conditioned upon (i) Executive’s execution and return to the Company of the Release no earlier than the Separation Date and no later than twenty-one (21) days following the execution date hereof, and (ii) Executive’s not revoking, or attempting to revoke the Release prior to the “Effective Date” (as defined in the Release): a. A severance benefits: payment in the amount of $256,266.00, minus all tax withholdings required by law and other authorized deductions, which amount is equal to nine months of Executive’s base salary, as in effect immediately prior to the Separation Date, to be paid in a Severance Paymentlump sum on February 22, 2013. b. Executive shall receive his annual incentive bonus (the “Annual Bonus”) for 2012 and prorated for 2013 which is in the amount of $235,300.46, minus all tax withholdings required by law and other authorized deductions, to be paid on February 22, 2013. c. Certain Restricted Stock Units (“RSUs”) granted to Executive pursuant to the ▇▇▇▇▇▇ Resources, Inc. 2010 Stock Incentive Plan (the “Plan”) that are unvested and unexpired on the Separation Date and that otherwise would have vested (solely by virtue of your continued employment with the Company) shall vest time-prorated for the period of employment, which vesting shares (“Shares”) total 71,474 shares, and as soon as administratively practicable the Company shall thereupon cause to be issued fully paid and non-assessable Shares of ▇▇▇▇▇▇ common stock to the Executive with respect to the vesting RSUs. The Company will pay Employeewithhold Shares otherwise issuable upon vesting of the RSUs in accordance with prior practice to satisfy tax withholdings required by law and other authorized deductions on account of the vesting of the RSUs and delivery of the shares of common stock to Executive. d. Certain Stock Options granted to you pursuant to the Plan to purchase ▇▇▇▇▇▇ common stock that are unvested and unexpired on the Separation Date and that otherwise would have vested (solely by virtue of your continued employment with the Company) shall vest time-prorated for the period of employment during such year, as severancewhich vesting Stock Options total 18,618 Stock Options exercisable at $2.42 per share granted on March 5, the equivalent of twelve (12) months of Employee’s base salary 2010, such Stock Option are non-forfeitable and immediately exercisable as of the Separation Date continuing until January 25, 2014, at which time all unexercised Stock Options granted to Executive shall expire. e. You shall pay 10% and the Company shall pay 90% of the premiums otherwise payable by you and your eligible dependents under Company provided coverage for health benefits through January 25, 2014 (or until such earlier time as Executive ends his participation in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30such coverage) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued provided you elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation), within the time period prescribed under COBRA. You hereby instruct the Company shall pay to health insurance provider take the full monthly 10% of the premium portion payable by you from the cash severance payment described above in Section 2 a. Commencing January 26, 2014, you will be responsible for the payment of any COBRA premiums. The Company will not reimburse you for any taxable income imputed to you because the Company has paid your COBRA premiums necessary to continue Employeeor those of your eligible dependents. f. Executive’s and Employee’s covered dependents’ health insurance coverage that is in effect 401(k) retirement plan contributions have been or will be made for Employee (and her covered dependents) as of the period ending on the Separation Date. As required by applicable ERISA and 401(k) Plan rules and regulations, the Company’s matching obligations and the Executive’s participation in the Company’s 401(k) Plan will cease on or before February 22, 2013. Executive instructs the Company to take from the severance payment described above in 2 a. the maximum contribution which Executive can make for 2013 and the Company shall make matching contributions by the end of the first quarter of 2013. Nothing in this Agreement is intended to alter or modify Executive’s right to any benefit to which Executive is entitled under the Company’s 401(k) Plan prior to the Separation Date. All such contributions are and shall remain subject to the terms of such plan and Executive’s rights thereunder, as well as all applicable ERISA and Internal Revenue Service statutes, rules and regulations. g. The COBRA coverage benefit will be paid on Company shall retain Executive as a monthly basis until the earliest of: (i) twelve (12) months consultant as an independent contractor after the Separation Date; Date (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Consulting Period”). Notwithstanding the foregoing, if at any time ) to perform such services commensurate with his status and experience as may be reasonably requested in writing by the Company determines that its payment (the “Consulting Arrangement”) for a monthly retainer of COBRA premiums on Employee’s behalf would result $10,000, which shall be payable in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee arrears on the last day of each remaining month. The Executive shall provide consulting services to Company as needed and when reasonably requested, provided that, without his prior consent, Executive shall not be required to devote more than 50 hours in any calendar month to the performance of any consulting services hereunder. The Executive shall also be reimbursed for direct, ordinary and reasonable business expenses accounted to the Company related to travelling to Long Beach, CA from Bakersfield, CA, if necessary during the Consulting Period, with mileage from any use of Executive’s personal vehicle reimbursed at the current rates established by the U.S. Internal Revenue Service. The Company shall use its reasonable best efforts not to require the performance of consulting services in any manner that unreasonably interferes with any other business activity of the COBRA Payment Executive. Either the Company or Executive may terminate the Consulting Arrangement at any time at its option upon 5 days advanced written notice to the other party. During the Consulting Period, the Company will make an office available to Executive on a fully taxable cash payment equal month-to-month basis, which arrangement can be terminated upon 5 days advanced written notice to Executive by the COBRA premium Company. h. Other than as specifically provided for such monthin this Agreement, less applicable federalExecutive represents, state warrants and local payroll taxes and acknowledges that the Company owes Executive no wages, salaries, commissions, bonuses, sick pay, personal leave pay, severance pay, vacation pay or any other withholdings required by lawcompensation, for the remainder benefits, payments or remuneration of the COBRA Payment Periodany kind or nature.

Consideration. In consideration for Employee signing this Agreement and General Release and complying with it and the terms of Employee’s execution of this her Employment Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of CuraGen agrees upon the Separation Date (from Service Date: a) To pay to Employee the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross lump sum amount of $512,500.00, subject to standard payroll deductions 223,660 less applicable taxes and withholdings. This amount will be paid , solely on account of involuntary severance as soon as administratively practicable following satisfaction of the conditions for payment specified in a single lump sum paragraph 3 and 4.c., but no later thirty (30) than sixty days after the Supplemental Release Effective Separation from Service Date, as defined therein. b COBRA. Provided that . b) If Employee properly and timely elects continued to continue coverage under the Consolidated Omnibus Budget Reconciliation Action Company’s group health plan in accordance with the plan’s COBRA continuation requirements, CuraGen will cause the cost of 1985, as amended COBRA coverage for the Employee (“COBRA”) for Employee and her eligible covered dependents following Employee’s separation, dependents) to be adjusted such that the Company shall pay to health insurance provider premiums at the full monthly COBRA premiums necessary to continue same percentage as if the Employee were still then actively employed for a period commencing on the Employee’s Separation from Service Date, and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as ending on the earlier of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) either January 31, 2009, or the date when on which the Employee becomes eligible for substantially equivalent to participate in any other employer sponsored group health insurance coverage in connection with new employment or self-employment; or (iiiplan, all as provided under Paragraph 11(C) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the Employment Agreement. Thereafter, Employee shall be entitled to continue such COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, coverage for the remainder of the COBRA Payment Periodperiod at her own expense. c) The salary continuation and other benefits payable to Employee are conditioned upon the occurrence of the following: 1) the Company’s receipt of Employee’s executed Agreement and General Release; 2) the expiration of the seven day revocation period set forth below; and 3) the Company’s receipt of the letter signed by Employee in the form attached hereto as Exhibit A more than seven (7) calendar days after the execution of the Agreement and General Release. d) In the event that a Change in Control (as defined in Section 10 of the Employment Agreement) occurs within twelve months of the Employee’s Separation from Service Date, then Employee shall be entitled to an additional $223,660 paid ratably over a 12 month period, which shall commence on January 1, 2009, an additional two times the Employee’s target annual bonus, based on her compensation immediately prior to her Separation from Service and paid in a lump sum in January 2009, together with up to an additional 12 months of employer paid COBRA continuation coverage (or if applicable, payments in lieu thereof), all as provided in Section 11(D) of the Employment Agreement. Notwithstanding anything in this Plan to the contrary, CuraGen and Employee may mutually agree to pay all or a portion of the Employee’s severance pay benefits specified in this paragraph 4.d. prior to the time specified in this Agreement, but only to the extent such acceleration is not prohibited under Code Section 409A. e) The provisions of this paragraph 4 shall constitute an election as to form of payment in accordance with Section 3.02 of IRS Notice 2006-79, as subsequently may be modified, and a modification of the applicable provisions of the Employment Agreement to permit such election and to restrict the events on which such severance shall be paid to involuntary severance.

Consideration. In consideration of Employee’s execution of this Agreement and the Release Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will Employer shall provide Employee with the following severance benefits: following: (a) An aggregate of $180,000 (less customary withholdings and deductions) shall be payable as a Severance Payment. The Company will pay lump sum upon Employee, ’s execution and delivery of this Agreement to Employer; (b) An aggregate $180,000 (less customary withholdings and deductions) shall be payable as severance, a lump sum on the equivalent eighth day after Employee’s execution and delivery of twelve the Release Agreement and the expiration of the revocation period (12which is a condition to such payment) months which Release Agreement shall be executed on the Separation Date; and (c) Reimbursement of Employee’s base salary COBRA premiums for 18 months following the Separation Date, plus an additional amount (payable as and when such premiums are due) equal to the cost of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) premiums for Employee and her covered dependents following Employeeto obtain 12 additional months of medical benefits comparable to Employer’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employeebenefit plan as determined by Employer’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) Board of Directors as of the Separation Date. The COBRA Employee shall be required to present Employer with invoices demonstrating payment for continued health care. Employee also shall be obligated to inform Employer if he obtains coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent from another health insurance coverage carrier during this time period in connection with new which case Employer’s obligations under this paragraph 3(c) shall immediately cease. Employee acknowledges that the payments set forth in this paragraph 3 constitute the full satisfaction of Employer’s obligations under the Employment Agreement, the Severance Agreement, or any other oral or written agreement between the parties relating to Employee’s employment or self-employment; or (iii) separation therefrom, including the date payment of severance. Employee ceases further acknowledges that the amount set forth above in this paragraph 3 provides for payments on an accelerated basis as compared to that which Employee would otherwise be entitled, and Employee acknowledges that nothing in this Agreement shall be deemed to be eligible for COBRA continuation coverage for any reason, including plan termination (such period an admission of liability on the part of the Employer that it has done anything wrong. Employee agrees that Employee will not seek anything further from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodEmployer.

Consideration. In consideration of the Employee’s execution promises and undertakings set out in this Agreement, and contingent on the Employee’s acceptance of this Agreement, non-revocation of her acceptance, and provided that Employee signs the Supplemental Release performance of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke itall her obligations under this Agreement, the Company will provide following shall occur: (a) The Employer agrees to pay to the Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount sum of $512,500.00300,000, subject less legally required withholdings and deductions, which is equivalent to standard eighteen months’ base compensation, in equal or nearly installments beginning on the Employer’s first payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) date that is at least five business days after the Supplemental Release Effective DateDate and ending on the last payroll date on or before March 15, as defined therein. b COBRA. Provided that 2008; (b) If Employee timely elects continued coverage under COBRA, the Consolidated Omnibus Budget Reconciliation Action Employer agrees to pay on Employee’s behalf or waive payment of 1985, as amended (“COBRA”) the cost of continuing coverage for Employee under Employer’s group health, dental, and her covered dependents following vision plan in accordance with the Employee’s separationelection, provided that the Company Employer’s obligation shall pay to health insurance provider end on the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as earlier of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; March 10, 2008 or (ii) such time as the date when Employee first becomes employed and eligible for substantially equivalent health insurance any similar type of benefit plan (regardless of the scope of coverage in connection or cost to participate) with her new employment or self-employment; or (iii) employer, provided further that if on March 10, 2008, the date Employee ceases to be is still eligible for COBRA continuation coverage, the Employer shall pay the Employee a lump sum amount equivalent to the monthly cost of continuing coverage for any reason, including plan termination (such period from the Separation Date through number of months remaining in the earlier of (i)-(iii), COBRA eligibility period. Employee understands that the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month value of the COBRA Payment Periodpremiums that are paid or waived by the Employer will be reported by the Employer as compensation to Employee; (c) Holdings agrees to accelerate vesting of all Tier II Options and Tier III Options held by the Employee as of the date hereof as set forth in the Holdings LP Agreement, a such that effective upon the Effective Date all such options shall be fully taxable cash payment equal vested. Holdings agrees not to treat any Incentive Units or Incentive Options (as defined in the COBRA premium for Holdings LP Agreement) held by the Employee as being forfeited by reason of the Employee’s termination of employment. Holdings shall take reasonable actions to carry out the foregoing and document such monthaccelerated vesting as reasonably necessary; and (d) If the Employer declares any bonus to be paid to employees covering any period ending on or before December 31, 2006, the Employee shall be paid her portion of such bonus, as determined in the sole discretion of the board of directors or the compensation committee of the Employer, in accordance with the Employer’s normal bonus practices and shall receive her portion, less applicable federallegally required withholdings and deductions, state and local payroll taxes and at the same time as the other withholdings required by law, for recipients receive the remainder of the COBRA Payment Periodbonus compensation.

Consideration. In consideration of Employee’s execution of this Agreement, and provided that a. Provided Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) executes and does not revoke itthis Agreement and continues to comply with all applicable restrictive covenants, the Company Employer will provide Employee with the following severance benefits: a Severance Payment. The Company consideration to Employee: i. Employer will pay Employee severance payments totaling $1,190,000, comprised of the Employee’s annual salary ($700,000) and full target annual bonus for fiscal year 2021 ($490,000), as severanceless all required withholdings and deductions (together, the equivalent of “Severance Payments”), payable generally in ratable installments over a twelve (12) months month period following the Separation Date in accordance with the Company’s regular payroll payment schedule commencing after the Effective Date (as defined herein), subject to any delay required pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (“Severance Period”). The Severance Payments shall be reported on an IRS Form W-2. For the avoidance of doubt, any such payments that are due and payable prior to the Effective Date shall be held back and paid along with the next regularly scheduled payment date after such date. ii. The unvested portion (106,836 shares) of Employee’s base salary Sign-On RSU Award (as defined in the Employment Agreement, dated as of April 30, 2020, between Employee and Employer (the “Employment Agreement”)) granted on May 26, 2020 will vest in full as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions Date. iii. If Employee is eligible for and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued health coverage under pursuant to the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Act (“COBRA”), Employee will only be responsible for paying a portion of the COBRA premium that is equal to Employee’s contribution rate for Employee’s applicable Medical, Dental, and Vision coverage for up to first fifty-two (52) for weeks of COBRA following the Separation Date. If Employee elects COBRA and does not pay the applicable COBRA premium within the time frame stipulated under COBRA, Employee’s coverage will be cancelled, and all costs incurred will be the responsibility of the Employee. Following the aforementioned 52-week period, any continued health coverage pursuant to COBRA shall solely be at Employee’s cost. iv. In addition, and pursuant to the Restricted Stock Unit Agreements between Employee and her covered dependents following Employee’s separationEmployer dated June 8, 2020 and May 10, 2021, if at the Separation Date you have outstanding Restricted Stock Units (as defined therein) (excluding the Sign-On RSU Award) granted to you by the Company which were not then vested by reason of the installment terms thereof, the Company shall pay take such steps as may be necessary or appropriate to health insurance provider vest up to 33,650 and 1,601, respectively, of Restricted Stock Units on the full monthly COBRA premiums originally applicable Vesting Date (as defined therein), subject to the terms and conditions applicable thereto. Pursuant to the Performance Stock Unit Agreements between Employee and Employer dated June 8, 2020 and May 10, 2021, if at the Separation Date you have outstanding Performance Stock Units (as defined therein) granted to you by the Company, the Company shall take such steps as may be necessary or appropriate to continue vest up to 14,422 and 2,402, respectively, of Performance Stock Units following the end of the applicable Performance Period (as defined therein), subject to the terms and conditions applicable thereto, including achievement of the performance-based vesting criteria applicable thereto. The vesting and settlement of such Restricted Stock Units and Performance Stock Units shall be dependent on your compliance with the restrictive covenants contained in your existing agreements with the Company. v. Further, Employee will be paid for nineteen (19) accrued but unused and unpaid vacation days from calendar 2020 and 2021 at Employee’s rate of pay as of the Separation Date. vi. Following the Separation Date, Employer will provide at no charge to Employee a six-month virtual outplacement service program to provide assistance with resume creation, job searches, interview preparation and certain related activities. vii. Although Employer does not guarantee to Employee any particular tax treatment relating to the payments and benefits paid in accordance with the terms and conditions of this Agreement, it is the intent of the parties that payments and benefits under this Agreement are exempt from, or comply with, Section 409A. For purposes of Section 409A, all payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A, each payment shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall Employee’s covered dependents’ health insurance coverage that , directly or indirectly, designate the calendar year of payment of any severance benefits. All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A. If Employee is in effect for Employee (and her covered dependentsa “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the Separation Date. The COBRA coverage , Employee shall not be entitled to any payment or benefit will be paid on pursuant to the Employment Agreement that constitutes nonqualified deferred compensation for purposes of Section 409A and that is payable upon a monthly basis separation from service (within the meaning of Section 409A) until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iiiA) the date which is six (6) months after her separation from service for any reason other than death, or (B) the date of Employee’s death. Any amounts otherwise payable to Employee upon or in the six (6) month period following Employee’s separation from service that are not so paid by reason of such required delay shall be paid (without interest) as soon as practicable (and in any event within thirty (30) calendar days) after the date that is six (6) months after Employee’s separation from service (provided that in the event of Employee’s death after such separation from service but prior to payment, then such payment shall be made as soon as practicable, and in all events within thirty (30) calendar days, after the date of Employee’s death). viii. Employee is eligible at any time to reapply for employment with the Company for roles for which Employee is qualified. Employee agrees, however, that if the Employee is rehired (1) before the Effective Date, this Agreement is null and void and the Employee is not entitled to the consideration set forth in this Agreement; (2) rehired after the Effective Date but before the Severance Period has commenced, then at the sole discretion of the Company, Employee will not receive compensation and benefits under this Agreement, this Agreement will otherwise remain in effect, and Employer shall have no obligation to make Severance Payments; or (3) rehired during the Severance Period, then at the sole discretion of the Company, Employer will cease making any Severance Payments, this Agreement will otherwise remain in effect, and Employer shall have no obligation to make further Severance Payments. b. Employee acknowledges that Employee is not otherwise entitled to receive all the benefit(s) specified above, which represent an enhancement to separation benefits to which Employee would otherwise be entitled, absent Employee’s execution of this Agreement and the fulfillment of the promises contained herein, and acknowledges that nothing in this Agreement shall be deemed to be an admission of liability or wrongdoing on the part of Employer or its affiliates, parent and subsidiaries, their past and present respective officers, directors, members, employees, attorneys, and agents, as well as any predecessors, any future successors or assigns or estates of any of the foregoing (collectively, the “COBRA Payment PeriodCompany”). Notwithstanding the foregoing, if at any time the Company determines Employee agrees that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant Employee is not entitled to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodseek anything further from Company.

Consideration. In consideration exchange for the mutual covenants set forth in this Agreement, the Company agrees to provide you with the following: (a) Continued payment, for a period of Employeenine (9) months, of your gross bi-weekly base salary of $13,461.54, less all applicable federal, state, local and other legally required or authorized deductions (the “Separation Pay”); provided that, you acknowledge and agree that the total amount of Separation Pay that you shall be eligible to receive under this Agreement shall be $262,500.03. The Separation Pay shall be paid in accordance with the Company’s normal payroll practices, with the first such payment being made on the Company’s first payroll date following the Effective Date. Provided that you are otherwise in compliance with the terms of this Agreement, if you die before the entire Separation Pay is paid, the balance will be paid to your spouse, if he is not alive at the time to your estate. (b) By law, and regardless of whether you sign this Agreement, you will have the right to continue your medical and dental insurance pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). The COBRA qualifying event shall be deemed to have occurred on the Separation Date. Upon completion of the appropriate COBRA forms and your execution of this Agreement, and provided subject to all the requirements of COBRA, you will be allowed to continue participation in the Company’s health and dental insurance plans at the Company’s expense (except for your co-pay or your portion of premium payments, if any, which shall be deducted from your Separation Pay to the same extent that Employee signs such deductions are made for persons currently employed by the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date Company), until October 9, 2014 (the “Supplemental ReleaseSeparation Benefits”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment). The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company All other benefits shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) cease as of the Separation Date. The COBRA coverage benefit will be paid Notwithstanding any other provision of this Agreement, this obligation shall cease on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes you become eligible to receive health insurance benefits through any other employer, and you agree to provide the Company with written notice immediately upon securing such employment and upon becoming eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or such benefits. (iiic) In addition to the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the provision of Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this SectionPay and Separation Benefits, the Company shall pay Employee on agrees to instruct its current executive officers, as such term is defined in Rule 16a-1(f) promulgated under the last day Securities and Exchange Act of each remaining month of the COBRA Payment Period1934, a fully taxable cash payment equal not to the COBRA premium for such monthmake any statements, less applicable federalwritten or oral, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodthat disparage you.

Consideration. In consideration of Employee’s execution acceptance of the terms of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company Employer will provide Employee with the following severance benefits: a Severance Payment. The Company consideration, to which Employee would not otherwise be entitled, described in this Section 3. a. Employer will pay EmployeeEmployee five hundred thousand dollars ($500,000.00), as severanceless any required deductions or withholdings, to be paid to Employee in four equal installments with the first payment to be made on Employer’s first payroll period following the Effective Date, and the remaining three payments to be made no later than Employer’s first payroll period in October 2020, January 2021, and April 2021. This amount is equivalent of to twelve (12) months of Employee’s current base salary ($380,839.68) plus an amount Employer determined to provide Employee as additional consideration for the covenants Employee makes in this Agreement and in order to provide Employee a form of incentive based compensation that Employee may have enjoyed given Employee’s participation in Employer’s Annual Incentive Plan (“AIP”) and notwithstanding the Separation Date impact the pandemic has had on achievement of performance metrics set forth in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. 2020 AIP. b. Provided that Employee timely elects continued continuation health insurance coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985COBRA, as amended (“COBRA”) for Employee and her covered dependents following Employer shall pay Employee’s separationfull monthly health and dental insurance premiums (i.e., employer and employee share) from the Separation Date until December 30, 2020 (the “Continuation Period”), subject to the following terms and conditions. Employee agrees and acknowledges that Employer is only obligated to make premium payments for continuation of the same types and levels of coverage and for the same dependents that Employee had as of Employee’s Separation Date and Employee shall remain responsible for all other costs under the plan. If (i) Employee obtains health insurance coverage from a subsequent employer, (ii) Employee discontinues COBRA continuation coverage and/or (iii) that coverage is cancelled at any point during the Continuation Period, the Company shall pay have no further obligations under this subsection. c. Employer will transfer to health insurance provider Employee title to the full monthly COBRA premiums necessary company car that Employer provided to continue Employee (2019 Lincoln Nautilus Reserve, AWD, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ with an approximate value of $38,000)(“Company Car”), provided however that Employer shall include the value of the Company Car in Employee’s taxable wages and Employer shall have the right to deduct any tax and withholding applicable to the taxable value of the Company Car. Upon transfer of title, Employee is required to promptly take all necessary steps to transfer ownership responsibility (to include insurance) from Employer to Employee. d. Employer makes no representations to Employee regarding the taxability and/or tax implications of this Agreement and any payments made under it. Employee is solely responsible for any tax consequences associated with the payments made pursuant to this Agreement, regardless of whether Employer should have contributed and withheld taxes from the amounts paid (including Social Security and Medicare). Employee agrees to defend, indemnify, reimburse and hold Employer harmless for any and all taxes, contributions, withholdings, fees, assessments, interest, costs, penalties and other charges that may be imposed on Employer by the Internal Revenue Service, the New York State Tax Department, or any other federal, state or local taxing authority by reason of the payments made pursuant to this Section 3, the absence of withholdings and deductions made from those payments and/or Employee’s covered dependents’ health insurance coverage non-payment or late payment of taxes due with respect to such payments. Employee alone assumes all liability for all such amounts. The compensation and benefits under this Section 3 are intended to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other official guidance promulgated and issued thereunder, and this Agreement shall be administered and interpreted consistent with that intent. e. Whether or not Employee signs this Agreement, Employer will continue to pay regular wages and employment related benefits through the Separation Date and payout of accrued but unused paid time off in accordance with Employer policy. Except as described below, all employment-related benefits shall cease on June 30, 2020. f. Employee agrees that Employee is not entitled to any other compensation, commissions, bonus, stock award or benefits of any kind or description from Employer, its employees, agents, representatives, successors, assigns, affiliates, parents, or related companies, or from or under any employee benefit plan or fringe benefit plan sponsored by Employer, its successors, assigns, affiliates or related companies, other than as described in effect this Agreement, and except for vested benefits under the any qualified retirement plans in which Employee (participated. g. Employee acknowledges and her covered dependents) as agrees that by executing this Agreement, that upon receipt of payments described in this Section 3, Employee has received regular wages, employment related benefits, accrued and unused paid time off through the Separation Date, all of which were paid in accordance with Employer’s regular payroll schedule and benefit policies and practices. The COBRA coverage benefit will be paid on a monthly basis until compensation Employee receives as part of this Agreement as outlined in this Section 3 includes all compensation, bonus, commissions, and other payments that would have been owed to the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay any incentive plan that Employee on the last day of each remaining month of the COBRA Payment Period, was a fully taxable cash payment equal participant in. Pursuant to the COBRA premium for such monthterms of this Agreement, less applicable federalEmployee is entitled to no other compensation, state and local payroll taxes and commission, bonus, stock award, benefit, or other withholdings required by law, for the remainder form of the COBRA Payment Periodcompensation.

Consideration. In consideration of Employee’s execution of for signing this AgreementAgreement and General Release and complying with its terms.Employer agrees: a. to pay Employee an amount equal to $110,027, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date payable ratably in equal installments over a six month period (the “Supplemental ReleaseSeverance Period”) in accordance with Employer’s regular payroll practices, commencing on the first payroll date after August 8, 2011 (the “Payment Date”); b. if Employee properly and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued to continue medical, dental and vision coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest ofplans: (i) twelve (12) months after the Separation Date; BlueCross BlueShield PPO7200, and (ii) Aetna Passive PPO, in accordance with the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reasonrequirements of COBRA, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company Employer shall pay Employee on the last day of each remaining month same portion of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such monthcoverage that it paid during Employee’s employment for the duration of the Severance Period. Thereafter, less applicable federal, state and local payroll taxes and other withholdings required by law, Employee shall be entitled to elect to continue such COBRA coverage for the remainder of the COBRA period, at Employee’s own expense, subject to the provisions of the American Recovery and Reinvestment Act of 2009. c. to grant to Employee 33,241 shares of common stock, par value $0.005 per share, of Employer (the “Common Stock”) for a purchase price of $0 pursuant to The Cleveland BioLabs, Inc. Equity Incentive Plan within three (3) business days following the Payment PeriodDate (the “Common Stock Grant”); and d. notwithstanding the provision of any option agreement between Employer and Employee to the contrary, to extend the period during which Employee may exercise any non-qualified stock option that has been previously granted to Employee that is fully vested and outstanding (and that has not been previously forfeited or exercised) as of July 31, 2011 until the earlier of July 30, 2014 or the date that the option expires by its terms. Employee acknowledges that Employer may make customary and usual payroll deductions from all amounts paid hereunder. Employee shall make arrangements satisfactory to Employer regarding the payment of any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to the Common Stock Grant. Withholding obligations may be settled with Common Stock, including Common Stock granted pursuant to the Common Stock Grant. In the event that Employee has not provided Employer with notice in writing by August 8, 2011 to the effect that Employee will provide Employer payment of the amount, if any, deemed necessary by Employer in its reasonable discretion to enable Employer to satisfy the minimum federal, foreign or other tax withholding or similar obligations of Employer with respect to the Common Stock Grant or in the event Employee provides such notice but does not deliver payment of the appropriate amount to Employer prior to the Payment Date, then Employer shall satisfy the minimum federal, foreign or other tax withholding or similar obligation of Employer with respect to the Common Stock Grant by withholding the number of whole shares of Common Stock (on and valued as of the Payment Date) sufficient to satisfy such minimum withholding and other obligations. Employee agrees and understands that he is responsible for paying appropriate taxes on the consideration described above. Employee agrees to give Employer prompt notice of any governmental inquiries regarding the tax status of the consideration described above and/or this Agreement and of any government decision or ruling relating to the tax status of this Agreement or the consideration referred to herein. In addition to the consideration, Employee will receive payment for accrued but unused vacation pay and business expenses approved by Employer, less usual and customary payroll deductions, in his final paycheck on July 29, 2011.

Consideration. a. In consideration of Employee’s execution 's release of this Agreementall claims and other covenants and agreements contained herein, and provided that Employee signs the Supplemental Release of Claims attached hereto has not exercised any revocation rights as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) provided in Section 5 below and does has not revoke itbreached any covenants contained in this Agreement, the Company will shall provide Employee with the following severance benefitspayments and benefits (together, the "Consideration"): (i) The Company shall pay Employee the total sum of $486,000 minus all applicable tax withholding, payable as follows: (A) the amount of $243,000, minus all applicable tax withholding, payable in six (6) equal monthly installments beginning on the date that is one (1) month after the Effective Date (as defined herein) of this Agreement and continuing until the date that is six (6) months after the Effective Date of this Agreement and (B) the amount of $243,000, minus all applicable tax withholding, payable on the date that is one (1) year after the Effective Date of this Agreement (each date specified herein for payment a Severance Payment. The "Payment Date"); (ii) Effective as of the Effective Date, 28,000 shares of Company common stock that are subject to the restricted stock award granted to Employee on November 10, 2005, shall immediately vest and all other shares of company common stock subject to that award or any other restricted stock award granted to Employee which are not yet vested as of that date or with respect to which the restrictions have not lapsed as of that date, shall be forfeited; (iii) If Employee timely elects COBRA continuation coverage the Company will pay Employee, as severance's COBRA premiums (i.e., the equivalent COBRA premiums the Employee would have to pay to continue the medical, dental and/or vision coverage Employee and, if applicable, his eligible dependents had immediately prior to the Separation Date) for the shorter of (A) the period of twelve (12) months of Employee’s base salary as of from the Separation Date, or (B) the period from the Separation Date until such time as Employee becomes eligible for health insurance benefits through a subsequent employer. After such period of Company-paid coverage, Employee (and, if applicable, Employee's eligible dependents) may continue COBRA coverage at Employee's own expense in accordance with COBRA and no provision of this Agreement will affect the gross amount of $512,500.00, continuation coverage rules under COBRA. Amounts paid under this Section 2(a)(iii) will be subject to standard payroll deductions and withholdings. This amount tax withholding as required by applicable law; (iv) The Company will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Dateeither continue Employee's disability insurance coverage or, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, if the Company shall pay to health elects, reimburse Employee for the premiums under an individual disability insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage policy that is approved in effect advance by the Company for Employee the shorter of (and her covered dependentsA) as the period of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after from the Separation Date; , or (iiB) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date until such time as Employee becomes eligible for disability insurance coverage through a subsequent employer; (v) The Company will provide Employee with his Company-issued laptop. The Company will report the earlier current value of the laptop as regular income to Employee. b. This Agreement shall become effective on the eighth (i)-(iii8th) day after the date that Employee delivers this signed Agreement to the Company (the "Effective Date"), conditioned upon Employee not exercising his revocation rights as set forth in Section 5 herein. In the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums event Employee does not sign or revokes this Agreement pursuant to Section 5 herein, the Employee shall have no right to the Consideration. c. Employee must be in full compliance with all of the terms and obligations under this SectionAgreement as of each Payment Date in order to receive the remaining, unpaid Consideration. Employee agrees that in the event he breaches any term of this Agreement, the Company shall pay not be obligated to provide, and Employee shall have no right to receive, the Consideration and any portion of the Consideration already paid to Employee must be returned to the Company immediately. d. Employee acknowledges that he has received all unpaid wages and accrued but unused vacation earned through the Separation Date. Employee acknowledges and agrees that the Consideration is in addition to any sums or benefits otherwise owed to Employee and such Consideration is provided solely in exchange for the waiver and release of all claims and other covenants and agreements contained herein. e. Notwithstanding anything in this Agreement to the contrary, if required by section 409A of the Internal Revenue Code of 1986, as amended, to avoid the imposition of additional taxes, the amounts described in Sections 2(a)(iii) or (iv) hereof, to the extent required to be paid but not yet paid, shall be paid on the last day date that is six months following the date on which Employee's termination of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodemployment occurs.

Consideration. 3.1 In consideration of Employee’s PMBPC and MMBPC granting to OEDCP the Option, OEDCP is paying $100,000 to each of PMBPC and MMBPC contemporaneously with the execution of this Agreement. If the Option is exercised, the $100,000 paid to each of MMBPC and PMBPC shall be applied to the purchase price to be paid to each of MMBPC and PMBPC by OEDCP for the Additional Partnership Interest. 3.2 If the Option is not exercised, PMBPC and MMBPC shall each retain the $100,000 paid to it and OEDCP shall cause its affiliate, DIGC, and DIGC hereby agrees, as additional consideration for the granting of the Option, to assign to (i) PanEnergy Dauphin Island Company, an affiliate of PMBPC ("PDI"), a one percent interest in Dauphin Island Gathering Partners ("DIGP"), to be conveyed out of the interest in DIGP to be received by DIGC on the occurrence of "PDI Payout" (as such term is defined in the Fourth Amended and Restated General Partnership Agreement for Dauphin Island Gathering Partners (the "DIGP PARTNERSHIP AGREEMENT")) and (ii) MCNIC Mobile Bay Gathering Company, an affiliate of MMBPC ("MMBGC"), a one percent interest in DIGP, to be conveyed out of the interest in DIGP to be received by DIGC on the occurrence of "MMBGC Payout" (as such term is defined in the DIGP Partnership Agreement). OEDCP shall not be required to cause DIGC to assign to PDI or MMBGC an interest in DIGP as a result of the termination of the Option on the giving of a Withdrawal Notice by OEDCP. 3.3 Contemporaneously with the execution of this Agreement, DIGC, PDI and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days MMBGC, are negotiating for an amendment of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance PaymentDIGP Partnership Agreement. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as drafts of the Separation Date in amendment to the gross amount DIGP Partnership Agreement that have been circulated to the relevant parties contemplate the admission of $512,500.00, subject to standard payroll deductions additional partners and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as reduction of the Separation Date. The COBRA coverage benefit will interest of DIGC in DIGP both before and after "payout." If additional partners are admitted to DIGP, whether pursuant to an amendment to the DIGP Partnership Agreement substantially similar to the current drafts of such amendment or otherwise, any interest in DIGP that may be paid on a monthly basis until the earliest of: assigned to each of PDI and MMBGC pursuant to Section 3.2 of this Agreement (i) twelve with respect to PDI, shall be assigned only (12A) months out of the increased interest in DIGP that DIGC receives after the Separation Date"payout" with respect to PDI and (B) after "payout" has occurred with respect to all DIGP partners other than MMBGC; (ii) with respect to MMBGC, shall be assigned only (X) out of the date when Employee becomes eligible for substantially equivalent health insurance coverage increased interest in connection DIGP that DIGC receives after "payout" with new employment or self-employmentrespect to MMBGC and (Y) after "payout" has occurred with respect to all DIGP partners other than PDI; or and (iii) shall be reduced in the date Employee ceases same proportion that the 14% interest in DIGP that DIGC will receive after "payout" has occurred with respect to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodall DIGP partners is reduced.

Consideration. (a) In consideration of Employeeexchange for Executive’s execution of transition services contemplated in this Agreement, Executive’s confirmation of the continued effect of Executive’s restrictive covenants, Executive’s full release of Company from any and provided all Claims in the form of the release agreement attached as Exhibit A, and Executive’s agreement to perform the other duties and obligations of Executive contained herein, Company will, subject to ordinary and lawful deductions and Sections 4(b) and (c) below: (i) Pay to Executive two-thirds of Executive’s target fiscal year 2023 short-term incentive bonus under Company’s annual short term incentive plan; and (ii) Ensure that Employee signs (a) 4,369 of Executive’s time-based restricted stock units that are scheduled to vest in 2024 based on Executive’s continued employment (and not any other possible vesting event) will vest on the Supplemental Release Termination Date, and (b) 1,339 of Claims Executive’s time-based restricted stock units that are scheduled to vest in 2025 based on Executive’s continued employment (and not any other possible vesting event) will vest on the Termination Date. For clarity, Executive shall forfeit all other outstanding restricted stock units (whether time-based or performance-based) on the Termination Date. (b) Notwithstanding anything else contained herein to the contrary, no payments shall be made or benefits delivered under this Agreement (other than payments required to be made by Company pursuant to Section 5 below) unless, within sixty (60) days after the Termination Date, (x) Executive has signed and delivered to Company a release agreement in the form attached hereto as Exhibit B on or within five (5) days of the Separation Date A (the “Supplemental Release”), which has been signed by Executive no earlier than the Termination Date; and (y) and does not the applicable revocation period under the Release has expired without Executive having elected to revoke it, the Company will provide Employee with the following severance benefits: a Severance PaymentRelease. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary Release shall be effective as of the Separation Date day following the expiration of the applicable revocation period without Executive having elected to revoke the Release (the “Release Effective Date”). The payment specified in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will Section 4(a)(i) above shall be paid in a single lump sum no later thirty (30) days after in calendar year 2023 on the Supplemental next regularly scheduled payroll date following the Release Effective Date. Executive agrees and acknowledges that Executive would not be entitled to the consideration described herein absent execution of the Release and expiration of the applicable revocation period without Executive having revoked the Release. (c) As a further condition to receipt of the benefits in Section 4(a) above, Executive acknowledges that these benefits are in lieu of any other amounts that Executive may claim to be owed to Executive upon the termination of Executive’s employment relationship with Company, other than those specifically set forth in this Agreement, including without limitation any severance, notice rights, payments (including special or annual bonus), and other benefits, and other amounts to which Executive may be entitled under the Employment Agreement or the laws of Georgia or any other jurisdiction, and Executive agrees not to pursue or claim any of the payments, benefits or rights set forth therein. (d) If BlueLinx Holdings Inc. (“BHI”) is required to prepare an accounting restatement due to the material noncompliance of BHI with any financial reporting requirement under the federal securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “Restatement”), then, unless and to the extent that the Compensation Committee of BHI’s Board of Directors has made a determination in accordance with the then-current applicable listing standards of the New York Stock Exchange that recovery would be impracticable, Executive will promptly reimburse the Company, as defined thereinapplicable, for the amount of any related Erroneously Awarded Compensation. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action For purposes of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest ofthis Agreement: (i) twelve the term “Erroneously Awarded Compensation” means the difference between (12A) months after the Separation amount of all Incentive-Based Compensation received by Executive during the three completed fiscal years immediately preceding the Restatement Date, and (B) the amount of all Incentive-Based Compensation that otherwise would have been received by Executive had it been determined based on BHI’s financial results taking into account the Restatement, computed in each case without regard to any taxes paid, and it being understood that with respect to any Incentive Based Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in or following the Restatement, the amount will be based on a reasonable estimate of the effect of the Restatement on BHI’s stock price or total shareholder return upon which the Incentive-Based Compensation was received; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage term “Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in connection with new employment or self-employmentpart upon the attainment of a Financial Reporting Measure; or (iii) the date Employee ceases to term “Financial Reporting Measure” means a measure that is determined and presented in accordance with the accounting principles used in preparing BHI’s financial statements, and any measures that are derived wholly or in part from such measures, it being understood that stock price and total shareholder return are Financial Reporting Measures, and Financial Reporting Measures need not be eligible for COBRA continuation coverage for any reason, including plan termination presented within BHI’s financial statements or included in a filing with the Securities and Exchange Commission; and (such period from iv) the Separation “Restatement Date through shall mean the earlier to occur of (i)-(iii)A) the date BHI’s Board of Directors, a committee of BHI’s Board of Directors, or the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time officer or officers of the Company determines authorized to take such action if BHI Board of Directors action is not required, concludes, or reasonably should have concluded, that its payment BHI is required to prepare a Restatement, or (B) the date a court, regulator, or other legally authorized body directs BHI to prepare a Restatement. If BHI is required to prepare an accounting restatement due to material noncompliance by the Company, as a result of COBRA premiums on Employee’s behalf would result in a violation of applicable lawmisconduct, then in lieu of paying COBRA premiums pursuant to this Sectionwith any financial reporting requirement under the federal securities laws, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings extent required by law, for Executive will reimburse the remainder Company for: (i) any bonus or other incentive-based or equity-based compensation received by Executive from the Company (including such compensation payable in accordance with this Section 4 and Section 6) during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the COBRA Payment Periodfinancial document embodying that financial reporting requirement, but only to the extent such compensation would not have been earned in accordance with such restated financials; and (ii) any profits realized by Executive from the improper or unlawful sale of BHI’s securities during that 12-month period. Further, Executive acknowledges and agrees that any bonus or other Incentive-Based Compensation received by Executive under this Agreement or any other agreement or arrangement with the Company is subject to BHI’s policy (as in effect and as may be amended from time to time) providing for clawback or recovery of such amounts. Executive agrees that Executive shall be subject to any clawback or recovery of compensation policy adopted by BHI for purposes of giving effect to Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any other requirement under any law, government declaration or stock exchange listing requirement and that any such policy shall expressly supersede this paragraph except to the extent provided otherwise in such policy.

Consideration. (a) In consideration for the release of Employee’s execution claims set forth below and other obligations under the Agreement, the Company agrees to pay Employee two hundred twenty-five thousand dollars ($225,000), less applicable tax withholdings (the “Severance Payment”). The Parties agree that the aforementioned severance pay covers any amounts due under Section 5 of the Employment Agreement signed by Employee and the Company, effective November 30, 2016, a copy of which is attached hereto as Exhibit A (the “Employment Agreement”). For the avoidance of doubt, no bonus of any kind, payable in full or partial, has accrued. The Severance Payment will be paid out in two equal installments with the first half paid with the next regular payroll following the Termination Date and the second half paid on the regular payroll date following the expiration of three months from the Termination Date. If Employee violates Section 7, Section 8, Section 9, Section 10, Section 11 and/or Section 12 of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days Company shall be entitled to repayment of the Separation Date Severance Payment described in Section 2(a) of this Agreement. (the “Supplemental Release”b) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross shall receive an amount of $512,500.0038,460.80 for accrued 320 hours of paid time off, subject to standard payable with the next regular payroll deductions following the Termination Date. (c) Employee shall continue the Company’s health, dental and withholdingsvision plan coverage until and including December 31, 2018 as provided for in Section 2(a) of this Agreement. This amount After December 31, 2018, Employee will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued entitled to health continuation coverage under the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended 1985 (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), if Employee so timely elects and makes the “COBRA Payment Period”). Notwithstanding the foregoingnecessary payments, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings extent required by law. (d) All outstanding equity grants of Employee shall immediately vest on the Termination Date and remain exercisable until January 14, 2019. Employee is responsible for any local, state and/or federal taxes due to such vesting. Should Employee fail to pay such taxes, any such amounts due will be deducted from the remainder Severance Payment. (e) In accord with Section 4.2 of the COBRA Payment PeriodEmployment Agreement, business expenses incurred by Employee through the Termination Date will be reimbursed consistent with Company policy.

Consideration. In consideration exchange for the promises made herein, the Parties agree that: a. As the Executive’s Final Compensation and Final Bonus pursuant to the Employment Agreement, the following described in clauses 1(a)(i) through 1(a)(iv) of Employeethis Agreement shall be paid or provided by the COMPANY to the EXECUTIVE: (i) On the effective date of this Agreement, which is the eighth (8th) day after the EXECUTIVE signs this Agreement (“Effective Date”), the COMPANY shall pay EXECUTIVE the amount of Base Salary as of such date that has been earned through the Separation Date but has not been paid; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to the terms of the Employment Agreement with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay EXECUTIVE $1,050,000 representing the full amount of the EXECUTIVE’s execution Management Bonus for calendar year 2014 within one week of the Separation Date; (iv) The COMPANY shall pay EXECUTIVE $950,000 representing the full amount of the EXECUTIVE’s Discretionary Bonus within one week of the Separation Date; and (v) The COMPANY shall reimburse EXECUTIVE, no later than February 27, 2015, for the EXECUTIVE’s business expenses which have been incurred but not reimbursed by the Separation Date, subject to substantiation prior to such date by the EXECUTIVE in accordance with the COMPANY’s expense reimbursement policies. b. The COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal income and payroll taxes, deductions and withholdings, totaling thirty-six (36) months of Base Salary provided EXECUTIVE complies with Sections 7 (as amended herein), 8, 9 and 10 of the Employment Agreement (the “Severance Payment”). Payments shall be paid in accordance with the following schedule: (i) the first $1,000,000 of the Severance Payment will be payable in four (4) equal payments, with (A) the first payment being at the Company’s next regular payroll period after the Separation Date which is at least five (5) business days following the Effective Date of this Agreement, and (B) each of the remaining three (3) payments (the “Quarterly Payments”) being paid on the next payroll period following the third, sixth and ninth month anniversary dates of the first payment; and (ii) the remaining amount of the Severance Payment will be payable in nine (9) equal monthly payments with the first of such payments being paid on the first payroll period coinciding with or next following one (1) month after the last Quarterly Payment, and each of the remaining eight (8) payments being paid monthly thereafter. c. Upon the Separation Date, EXECUTIVE shall have the right, but not the obligation, to request that the COMPANY pay a Real Estate Keep Whole Amount related to his primary residence in Frisco, Texas as described in Section 4.8 of the Employment Agreement provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or such request be made in writing and accompanied with a fair market appraisal within five thirty (530) days of the Separation Date (Date. d. EXECUTIVE may have the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as right to continue certain benefits pursuant to Section 4980B of the Separation Date in the gross amount Internal Revenue Code of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 19851986, as amended (“COBRA”) for Employee after the Separation Date and her covered dependents following Employee’s separationwill receive a notification of COBRA rights under separate cover. Provided EXECUTIVE validly and timely elects COBRA continuation coverage, to the extent permitted by law, the Company shall COMPANY agrees to pay up to 100% of the COBRA premiums to continue medical, dental, and vision insurance coverage under the COMPANY’s group health insurance provider plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the full monthly COBRA premiums necessary to continue Employeeterms of the COMPANY’s and Employee’s covered dependents’ group health insurance coverage that is in effect plan, as it may be amended from time to time (the “Health Benefits”) for Employee a period of up to thirty-six (and her covered dependents36) as of months or such shorter period allowed by COBRA from the Separation Date. The EXECUTIVE understands and agrees that payments made pursuant to this Paragraph 1(d) shall be included in his taxable income to the extent required to avoid adverse tax consequences on the COMPANY or EXECUTIVE with respect to reimbursements under the COMPANY’s group health insurance plan for EXECUTIVE and/or his qualified beneficiaries. EXECUTIVE and the COMPANY agree that the foregoing period of COMPANY-paid COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reasonshall count against, including plan termination (such period from the Separation Date through the earlier of (i)-(iii)and reduce, the otherwise applicable period during which the EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) would be entitled to receive COBRA Payment Period”)coverage that is not so paid by the COMPANY. Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf payments made pursuant to this Paragraph 1(d) would violate the nondiscrimination rules applicable to non-grandfathered plans, or would result in a violation the imposition of applicable law, then in lieu of paying COBRA premiums penalties as determined under final regulations promulgated pursuant to this Sectionthe Patient Protection and Affordable Care Act of 2010 (“PPACA”), the Company shall reform Paragraph 1(d) in a manner as is necessary to comply with PPACA. e. The COMPANY agrees to pay Employee 100% of the monthly premiums on the last day following life insurance policies: (i) North American Company for Life and Health Insurance Buy Sell Policy Number LB00294670, (ii) North American Company for Life and Health Insurance Buy Sell Policy Number LB02941240, (iii) MetLife Life Insurance Policy #210165127, (iv) AXA Insurance Life Insurance Policy #110009595, (v) current COMPANY-provided Basic Life and AD&D Life Insurance Policy, (vi) current COMPANY-provided Voluntary Employee Life and AD&D Life Insurance Policy, (vii) current COMPANY-provided Spouse Voluntary Life and AD&D Life Insurance Policy and (viii) current COMPANY-provided Child Voluntary Life Insurance Policy (collectively, the “Respective Policies”) for a period of each remaining month up to thirty-six (36) months or such shorter period as allowed by the Respective Policy from the Separation Date, to the extent permitted by law and subject to EXECUTIVE validly electing to continue such coverage. The COMPANY agrees to change the beneficiaries of the COBRA Payment PeriodRespective Policies listed in (iii) and (iv) above to Cayenne G▇▇▇▇▇▇. After the 36 month period expires, a fully taxable cash payment equal to the COBRA extent permitted by law and the Respective Policy, EXECUTIVE may elect, in his sole discretion, to continue to pay the monthly premiums himself in accordance with the Respective Policy. If any one or more of the Respective Policies expire, the COMPANY shall procure a substantially similar policy to replace each such expired policy for EXECUTIVE and pay 100% of the monthly premium for on such month, less applicable federal, state and local payroll taxes and other withholdings required by law, policy for the remainder of the COBRA Payment 36 month period. EXECUTIVE understands and agrees that payments made pursuant to this Paragraph 1(e) shall be included in his taxable income to the extent required by applicable law. Notwithstanding the foregoing, if the payments made pursuant to this Paragraph 1(e) would violate the nondiscrimination rules applicable to non-grandfathered plans, or would result in the imposition of penalties as determined under final regulations promulgated pursuant to PPACA, the Company shall reform Paragraph 1(e) in a manner as is necessary to comply with PPACA. f. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant to Section 4.3 or Section 4.9 of the Employment Agreement, on and following the Effective Date, any outstanding stock options with respect to the COMPANY’s stock held by EXECUTIVE on the Separation Date (i) shall be fully vested with EXECUTIVE and exercisable to the extent not previously vested and exercisable; and (ii) may be exercised until the earlier of (a) the expiration date of the original “Option Period” as defined under such Stock Option Award Agreements (or such comparable defined term relating to the period of exercisability of the stock options), or (b) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to execute such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may reasonably determine should be executed to effectuate the foregoing provisions. g. EXECUTIVE represents that, as of the Effective Date, he has returned to the COMPANY all assets and equipment provided to him for the performance of his employment duties as requested by the COMPANY. EXECUTIVE shall have the right to purchase, at book value, EXECUTIVE’s office furniture, company issued computers, iPads, and mobile phones provided to EXECUTIVE by the COMPANY. h. The COMPANY grants EXECUTIVE a one-time put right to sell to the COMPANY up to $2,700,000 of EXECUTIVE’s equity interests in the COMPANY (the “Put Repurchase”), determined based on the fair market value of such equity interests on the date EXECUTIVE exercises the put right with such fair market value being determined by the COMPANY’s Board of Directors in its good-faith discretion. The Put Repurchase can only be requested in writing at any time by the EXECUTIVE between January 1, 2016 and December 31, 2018 and may only be requested one time. The purchase price for the Put Repurchase shall be paid in a single sum cash payment on the closing date, which shall be on a business day within fifteen days after the date of exercise. This put right may only be exercised by EXECUTIVE if (i) the COMPANY is permitted at such time of exercise to complete the requested Put Repurchase pursuant to law, (ii) the COMPANY receives a capital adequacy opinion satisfactory to the COMPANY’s Board of Directors prior to the closing of the Put Repurchase, and (iii) such Put Repurchase would not be in violation of any contract, agreement, instrument, arrangement, commitment, understanding or undertaking to which the COMPANY is a party or otherwise bound. i. The EXECUTIVE grants the COMPANY a one-time call right to purchase from EXECUTIVE up to $2,700,000 of EXECUTIVE’s equity interest in the COMPANY (the “Call Repurchase”), determined based on the fair market value of such equity interests on the date the COMPANY exercises its right with such fair market value being determined by the COMPANY’s Board of Directors in its good-faith discretion. The Call Repurchase can be exercised in writing at any time by the COMPANY between January 1, 2016 and December 31, 2018 and may only be exercised one time. The purchase price for the Call Repurchase shall be paid in a single sum cash payment on the closing date, which shall be on a business day within fifteen days after the date of exercise. This call right may only be exercised by the COMPANY if (i) the COMPANY is permitted at such time of exercise to complete the Call Repurchase pursuant to law, (ii) the COMPANY receives a capital adequacy opinion satisfactory to the COMPANY’s Board of Directors prior to the closing of the Call Repurchase, and (iii) such Call Repurchase would not be in violation of any contract, agreement, instrument, arrangement, commitment, understanding or undertaking to which the COMPANY is a party or otherwise bound. j. While EXECUTIVE is a member of the COMPANY’S Board of Directors, EXECUTIVE shall receive compensation and reimbursement of expenses pursuant to the Company’s standard practices and procedures. For a period of 36 months after the Separation Date, subject to the COMPANY’s Board of Directors right to exercise its fiduciary duties with regard to nominations for the COMPANY’s Board of Directors, the COMPANY will use its commercially reasonable efforts to have its Board of Directors nominate EXECUTIVE as a nominee for election to the COMPANY’s Board of Directors by the COMPANY’s shareholders. k. EXECUTIVE acknowledges that the foregoing consideration recited in this Agreement is adequate consideration for this Agreement.

Consideration. In consideration of Employee’s execution of the promises agreed to by you and Viisage in this Letter Agreement, and provided that Employee signs contingent on the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days expiration of the Separation Date (the “Supplemental Release”) and does not revoke itseven day revocation period described in Exhibit A, the Company will provide Employee with each of the following shall occur: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ July 26, 2006 Page 2 A. On the Termination Date, Viisage shall pay you aggregate severance benefits: in a Severance Payment. The Company will lump sum amount of $225,000, which is equal to 12 months of your current base salary, less applicable tax deductions, other withholdings required by law, and authorized deductions. B. On the Termination Date, Viisage shall pay Employeeyou a prorated bonus payment for 2006 based on your current target bonus of $100,000, as severanceless applicable tax deductions, other withholdings required by law, and authorized deductions. C. Viisage shall pay you on the equivalent first pay period following the Transaction Date, your earned Integration Incentive Bonus of $20,000, less applicable tax deductions, other withholdings required by law, and authorized deductions. D. Provided that you elect to continue to participate in the Company’s group medical and dental insurance plans under COBRA, which entitles you to continue your coverage under those plans for up to eighteen (18) months following the Termination Date, Viisage shall, for the first twelve (12) months of Employee’s base salary as your COBRA period, pay the same percentage of your monthly premiums that it pays for active employees with the same coverage. For the remainder of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount COBRA period you will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. solely responsible for payment of your full monthly premiums. E. Provided that Employee timely elects continued coverage you remain eligible under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as terms of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) Company’s disability and life insurance plans and applicable law, you may continue to participate in such plans for up to twelve (12) months after following the Separation Termination Date; (ii) , during which period the date when Employee becomes eligible Company will pay the same percentage of your monthly premiums that it pays for substantially equivalent health insurance coverage active employees. F. Because the Transaction constitutes a “Change in connection with new employment or self-employment; or (iii) Control” as defined in your outstanding stock option agreement, all of such stock options shall immediately become vested in full on the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”)Transaction Date. Notwithstanding the foregoingprovisions of your stock option agreement, if effective upon the Termination Date, you will have the right to exercise those vested options at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable lawor prior to February 20, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month 2007. All other provisions of the COBRA Payment Period, a fully taxable cash payment equal option agreement shall remain in full force and effect. G. Viisage shall permit you to the COBRA premium for such month, less applicable federal, state retain at no charge your cellular telephone and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodlaptop computer.

Consideration. In consideration of (a) The parties agree that the Employee’s gross accrued and unpaid wages and vacation pay total $5,076.92 and the Company will pay such amount to Employee in cash subject to normal withholding taxes simultaneously with the execution of this Agreement, and provided that . (b) Company will pay Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date $30,000.00 (the “Supplemental ReleaseSeparation Payment”). Funds representing the Separation Payment will be immediately forwarded by the Company and held in escrow by Johnson, Pope, ▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇, LLP, attention ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq. (“Escrow Agent”) by wire transfer upon execution of this Agreement by all parties, execution of the Tax Indemnity and Stock Escrow Agreement by all parties and receipt of the Escrowed Shares of the Employee by the Escrow Agent, as more fully described in the Tax Indemnity and stock Escrow Agreement. If the Employee does not revoke itthis Agreement during the seven (7) day revocation period as described in Section 14 below and further provided that the Employee has delivered the Escrowed Shares to the Escrow Agent pursuant to the Tax Indemnity and Stock Escrow Agreement, the Escrow Agent will promptly remit the Separation Payment to Employee upon expiration of the seven (7) day revocation period. (c) Employee will be issued a W-2 at the end of the year for the Separation Payment. Employee agrees to pay all taxes on the $30,000.00 and agrees to defend, indemnify and hold harmless Company from any tax liability imposed by the IRS or any other taxing body on the $30,000.00 Employee agrees that but for the promises and releases he is making in this Agreement he is not otherwise entitled to the Separation Payment. (d) Employee will be released from all duties, obligations and responsibilities to the Company, including the restrictive covenants, as set forth in the Employment Agreement attached as Exhibit 1 and Company will provide be released from all duties, obligations and responsibilities to Employee and the Employment Agreement is hereby terminated upon execution of this Agreement. (e) For the 90 days after the Termination Date, Employee shall make himself reasonably available to consult with Company on such matters regarding Company business as may be reasonably requested by the following severance benefits: a Severance PaymentCompany. The Company shall use its best efforts to give the Employee reasonable advance notice of any need for such consultation and understands and agrees that any obligations of Employee to and responsibilities with any new employer or business endeavor will pay Employee, as severance, the equivalent of twelve (12) months of take precedence over and may significantly limit Employee’s base salary ability to make himself available to consult with Company under this Agreement. The parties also agree that Employee’s consulting obligations to the Company under this Agreement, to the greatest extent practicable, may be fulfilled via telephone or email. Employee agrees that other than the compensation set forth in (a) above, he will not be entitled to additional compensation for any time spent consulting under (c) so long as the time spent is reasonable. (f) It is expressly understood and agreed that the consideration paid and other promises and releases by the Company provided under this Agreement are in addition to amounts to which the Employee is otherwise legally entitled, and that except for the amounts and representations, warranties and covenants set forth in this Agreement, Company is not otherwise indebted to Employee for any other wages, benefits, or reimbursements arising out of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodrelationship.

Consideration. In consideration of Employee’s execution of Provided EMPLOYEE does not revoke his signature within the permissible seven (7) day period described in Paragraph 15 below, and provided EMPLOYEE otherwise complies with his obligations under this Agreement, EMPLOYEE will receive the following payments and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five benefits from SNB in consideration for signing this Agreement: (5a) days of the Separation Date SNB will pay EMPLOYEE $178,461.54 representing 32 weeks’ base pay at EMPLOYEE’s current pay rate, less all deductions required by law (the “Supplemental ReleaseSeparation Payments”) ). The Separation Payments shall be paid on a bi-weekly basis in accordance with SNB’s normal payroll procedures and does not revoke it, the Company will provide Employee commence with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, first full payroll period that occurs after SNB’s receipt of an original of this Agreement signed by EMPLOYEE and the equivalent of twelve (12) months of Employee’s base salary as expiration of the Separation Date seven-day revocation period addressed in Paragraph 15 below; and (b) SNB will continue to pay the employer’s portion of the premium for continued group health, vision, and dental insurance in the gross amount of $512,500.00plan in which EMPLOYEE is currently enrolled, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty for coverage through October 31, 2016 (30the “Separation Benefits”), provided that, after his termination, (i) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee EMPLOYEE timely elects continued coverage to continue such group health, vision, or dental insurance under the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended 1985 (“COBRA”), (ii) EMPLOYEE pays the EMPLOYEE’s portion of the premium for Employee such continued group insurance, and her covered dependents following Employee’s separation, (iii) EMPLOYEE remains eligible for such coverage during the Company shall pay period for which the Separation Benefits are to health insurance provider the full monthly COBRA premiums necessary be paid. If EMPLOYEE chooses to continue Employeehis group health, vision or dental insurance after October 31, 2016, EMPLOYEE will be solely responsible to pay all premiums for such insurance. The period during which SNB continues to pay the employer’s portion of the premium shall be part of EMPLOYEE’s 18-month eligibility period under COBRA (or such longer period for which EMPLOYEE may be deemed eligible under the terms of the applicable plan document(s)). All terms of coverage will be in accordance with the provisions of COBRA as described in the separate COBRA notification form that will be given to EMPLOYEE, and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (the terms of the applicable plan document(s). EMPLOYEE acknowledges and her covered dependents) agrees that, if he accepts an offer of reemployment by SNB as a full-time regular employee before the Separation Payments and Separation Benefits described above are fully paid, his right to continue to receive those Separation Payments and Separation Benefits will end as of the Separation Datedate such offer of reemployment is accepted. The COBRA coverage benefit will be paid on a monthly basis until In the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reasonevent EMPLOYEE is rehired by SNB, including plan termination (such period from the Separation Date through the earlier all other terms of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company Agreement shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state remain binding and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodeffective.

Consideration. In consideration of Employee’s execution of Provided that you execute and do not revoke this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee you with the following severance payments and benefits: : a. For a Severance Payment. period of two (2) years following the Date of Resignation, the Company will continue to pay you your Annual Base Salary in accordance with its regular payroll practices for similarly situated executives and continue to pay for your existing health insurance benefits; b. The Company will pay Employee, you a bonus award in the amount of $150,000 for the 2009 calendar year in lieu of the pro rated bonus award provided for under Paragraph 5(c)(ii) of the Employment Agreement. Such payment will be made within 30 days of the Effective Date of this Agreement (as severance, the equivalent provided for in Paragraph 14(g)). c. Any unvested portions of twelve (12) months of Employee’s base salary your Stock Option and Restricted Shares as of the Separation Date of Resignation shall vest pro rata based upon your services to the Company as Chief Executive Officer during the 2009 calendar year. Any remaining unvested portions of your Restricted Shares and Stock Option that do not vest upon such pro rata basis will be immediately and permanently forfeited to the Company by you for no consideration. Subject to the terms of the Company’s 2007 Incentive Compensation Plan and the Stock Option Award, the vested portion of your Stock Option (including any portion that vested on a pro rata basis as described above) will remain exercisable for a period of ninety (90) days following the Date of Resignation and there are no limitations on your exercise of the vested portion of your Stock Option, the sale of the common stock underlying your Stock Option or the sale of your vested Restricted Shares other than those related to insider information. During this ninety (90) day period you agree to notify ▇▇▇▇ ▇▇▇▇▇▇▇▇, Chairman of the Company, prior to engaging in any transaction in the gross amount Company’s securities so as to consult about the potential applicability of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ restrictions. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium window for such monthsales is scheduled to open on or about August 7, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder 2009. We will promptly notify you of the COBRA Payment Periodany change in such date.

Consideration. a. In consideration of Employee’s execution 's release of this Agreementall claims and other covenants and agreements contained herein, and provided that Employee signs the Supplemental Release of Claims attached hereto has not exercised any revocation rights as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) provided in Section 6 below and does not revoke ithas complied with all obligations and covenants contained in this Agreement, the Company will shall provide Employee with the following severance benefits: a Severance Payment. The payments and benefits (together, the "Consideration"): (i) Subject to Employee's compliance with the consulting obligation set forth in Section 12 of this Agreement and the other terms, conditions and covenants provided herein, the Company shall pay Employee an aggregate amount of $234,150, subject to all applicable tax withholding, payable over seventeen (17) semi-monthly installments on the Company's regular payroll schedule beginning on the first regular Company payroll date following the Effective Date (as defined herein) of this Agreement (the "Payment Period"); (ii) Subject to Employee's compliance with the consulting obligation set forth in Section 12 of this Agreement and the other terms, conditions and covenants provided herein, the stock option exercise period for any options to purchase Company common stock previously granted to Employee that are fully vested as of the Separation Date will be extended through the Payment Period; and (iii) If Employee timely elects COBRA continuation coverage the Company will pay Employee, as severance's COBRA premiums (i.e., the equivalent COBRA premiums the Employee would have to pay to continue the medical, dental and/or vision coverage Employee and, if applicable, his eligible dependents had immediately prior to the Separation Date) for the shorter of (A) the period of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of from the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: , or (i) twelve (12) months after the Separation Date; (iiB) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date until such time as Employee becomes eligible for health insurance benefits through a subsequent employer. After such period of Company-paid coverage, Employee (and, if applicable, Employee's eligible dependents) may continue COBRA coverage at Employee's own expense in accordance with COBRA and no provision of this Agreement will affect the earlier of continuation coverage rules under COBRA. Amounts paid under this Section 3(a)(iii) will be subject to tax withholding as required by applicable law. b. This Agreement shall become effective on the eighth (i)-(iii8th) day after the date that Employee delivers this signed Agreement to the Company (the "Effective Date"), conditioned upon Employee not exercising his revocation rights as set forth in Section 6 herein. In the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums event Employee does not sign or revokes this Agreement pursuant to Section 6 herein, the Employee shall have no right to the Consideration. c. Employee must be in full compliance with all of the terms and obligations under this SectionAgreement as of each Payment Date in order to receive the remaining, unpaid Consideration. Employee agrees that in the event he breaches any term of this Agreement, the Company shall pay not be obligated to provide, and Employee on shall have no right to receive, the last day of each remaining month Consideration and any portion of the COBRA Payment Period, a fully taxable cash payment equal Consideration already paid to Employee must be returned to the COBRA premium Company immediately. d. Employee acknowledges that he has received all unpaid wages and accrued but unused vacation earned through the Separation Date. Employee acknowledges and agrees that the Consideration is in addition to any sums or benefits otherwise owed to Employee and such Consideration is provided solely in exchange for such month, less applicable federal, state the waiver and local payroll taxes release of all claims and other withholdings covenants and agreements contained herein. e. Notwithstanding anything in this Agreement to the contrary, if required by law, for the remainder section 409A of the COBRA Payment PeriodInternal Revenue Code of 1986, as amended, the amounts described in Section 3(a) hereof shall not be paid prior to the date that is six (6) months following the Separation Date.

Consideration. (a) In consideration of Employee’s execution of : (i) signing, returning, not timely revoking and complying with the other terms, conditions, covenants and promises in this Agreement, Agreement and provided that Employee signs the Supplemental Release of Claims release attached hereto as Exhibit B on or within five (5) days of the Separation Date A (the “Supplemental Release”) and does not revoke itthe Lock-Up Agreement attached hereto as Exhibit B; and (ii) complying with all terms, conditions, covenants and promises in the Employment Agreement (including, without limitation Section 5 thereof), the Company will provide (A) pay Employee with severance in the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent aggregate amount of twelve $550,000 (12) months of which reflects Employee’s annual base salary as of in effect immediately prior to the Separation Date Date), payable in equal installments over a period of 12 months in accordance with the gross amount of $512,500.00Company’s normal payroll practices, subject to standard commencing with the first payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after period following the Supplemental Release Effective Date, (B) accelerate the vesting of the Accelerated Vesting Performance RSAs (as defined therein. b COBRA. Provided that Employee timely elects in Section 5), Accelerated Vesting Performance Top-Up Options (as defined in Section 5), Accelerated Vesting Time RSAs (as defined in Section 5) and Accelerated Vesting Time Top-Up Options (as defined in Section 5), and (C) allow the continued coverage vesting eligibility for the Continued Eligible Vesting Performance RSAs (as defined in Section 5) and Continued Eligible Vesting Performance Top-Up Options (as defined in Section 5). (b) All payments and consideration under the Consolidated Omnibus Budget Reconciliation Action of 1985this Agreement are subject to applicable taxes, as amended withholding and deductions. (“COBRA”c) for Employee and her covered dependents following Without prejudice to Employee’s separationentitlement to accrued vested benefits, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) effective as of the Separation Date, Employee’s participation in Company benefit plans will cease in accordance with the terms of such plans unless continuation of participation is specifically provided for under the terms and provisions of such plans. The COBRA coverage benefit Employee will be paid on a monthly basis until have the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent right to elect to continue health insurance coverage under COBRA in connection accordance with new employment the Company’s standard practices and policies, at Employee’s expense. Information about Employee’s right to continue health coverage under COBRA will be sent under separate cover. (d) Employee represents and warrants that, except as otherwise provided herein, Employee has been paid and/or received all vacation, compensation, wages, bonuses, overtime, termination pay, awards, commissions, and/or benefits to which Employee may have been entitled and that no other remuneration, payments, or self-employment; or (iii) the date benefits are due to Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii)Parent, the “COBRA Payment Period”)Company, or any direct or indirect subsidiary of Parent. Notwithstanding the foregoing, if at any time the Company determines Employee further represents and warrants that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant she has been granted all leave (paid or unpaid) to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less which she may have been entitled under applicable federal, state state, and local payroll taxes laws, including the federal Family and other withholdings required by lawMedical Leave Act, for and that she has not been discriminated or retaliated against due to her exercise of rights, if any, under the remainder of the COBRA Payment Periodstate and/or federal Family and Medical Leave Act. Employee further affirms that she has no known workplace injuries or occupational diseases.

Consideration. In consideration Pursuant to the terms of Employee’s execution the CEO Severance Plan, subject to the remainder of this Agreement, and provided that the Employee signs and returns this Agreement to the Supplemental Release of Claims attached hereto as Exhibit B on or Company within five twenty-one (521) days of the Separation Date after his receipt thereof, does not revoke this Agreement within seven (7) days after signing it in accordance with Section 20 below, and complies with its terms: (a) The Employee shall be entitled to a severance payment (the “Supplemental ReleaseSeverance Payment”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of FOUR MILLION FIFTY THOUSAND DOLLARS AND ZERO CENTS ($512,500.004,050,000.00) (constituting two (2) times the sum of (A) the Employee’s base salary, subject as in effect on the Separation Date and (B) an amount equal to standard payroll deductions and withholdingsthe Employee’s short-term incentive bonus target percentage for 2022 times the Employee’s base salary, as in effect on the Separation Date). This amount Subject to the foregoing, this Severance Payment will be paid in substantially equal installments over the twelve (12)-month period immediately following the Separation Date; provided, however, (i) any monthly payments otherwise due during the six (6)-month period immediately following the Separation Date shall be accumulated and paid in a single lump sum no later thirty (30without interest) days on the first regularly-scheduled payroll date on or following the date that is one day after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage day that is in effect for six (6) months following the Separation Date and (ii) the balance of any such payments due to be paid to the Employee under this Section 2(a) shall continue to be paid monthly over the remainder of the twelve (and her covered dependents) as of 12)-month period following the Separation Date. The COBRA coverage benefit All applicable withholdings from these payments will be paid made on the basis of a monthly basis until the earliest of: miscellaneous payroll period of 365 days. (ib) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on The Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, equity awards will be governed by the Company shall pay Employee on individual equity award agreements. Per the last day of each remaining month terms of the COBRA Payment Periodagreements, a fully taxable cash payment equal all vested stock options must be exercised within ninety (90) days of Employee’s termination. The Employee acknowledges and agrees that the foregoing payments and benefits each provide the Employee with valuable consideration to which the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for Employee would not otherwise be entitled if the remainder of the COBRA Payment PeriodEmployee had not signed this Agreement.

Consideration. In consideration The Company agrees to provide Employee the severance pursuant to Section 8 of the Employment Agreement. For the avoidance of doubt, such severance includes the payment to Employee of a lump sum equivalent to 6 months of Employee’s execution base salary, for a total of One Hundred Seventy Nine Dollars ($179,000), less applicable withholdings. This payment will be made to Employee within ten (10) business days after the Effective Date of this Agreement, but in all cases will be paid no later than March 15 of the year following the Termination Date (assuming this Agreement becomes effective by such date). Company further agrees to reimburse Employee for COBRA coverage for Employee and his or her covered dependents from the Effective Date of this Agreement through September 22, 2013 or until Employee and his or her covered dependents are covered by similar plans of Employee’s new employer, whichever occurs first, provided that Employee signs timely elects COBRA coverage. In addition if Employee has elected coverage for Employee or Employee and Employee’s covered dependents under the Supplemental Release Company’s high deductible health plan as of Claims attached hereto as Exhibit B on or immediately prior to employee’s termination of employment, Employee shall be paid an amount equal to fifty percent (50%) of the full amount of healthcare savings account contributions the Company intended to make in the year in which Employee terminated employment, without regard to any amount the Company has already made to Employee’s healthcare savings account for such year, such payment to be made in a cash lump sum, less applicable withholding. COBRA reimbursements shall be made monthly by the Company to Employee consistent with the Company’s normal expense reimbursement policy. Pursuant to this Agreement, Employee is obligated to notify the Company within five (5) business days of the Separation Date (the “Supplemental Release”) date Employee and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months his or her covered dependents are covered by similar plans of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodemployer.

Consideration. In consideration of Employee’s execution of for your releases, promises, and representations in this Agreement, the Company agrees that if you (i) sign, and provided that Employee signs do not revoke, this Agreement within the Supplemental Release of Claims attached hereto Revocation Period (as Exhibit B on or within five defined below); and (5ii) days of the Separation Date (the “Supplemental Release”) and does not revoke itcomply with restrictive covenants set forth in this Agreement, the Company will provide Employee you, subject to Section 10, with the following severance benefits: (the “Severance Benefits”), which you acknowledge is more than you would be entitled to receive if you did not sign this Agreement: ▇. ▇▇▇▇▇▇▇▇▇ pay in a Severance Payment. The Company will pay Employee, as severance, the equivalent total amount equal to twenty-four (24) weeks of twelve (12) months of Employee’s your current base salary as with the Company, minus any applicable taxes and withholdings and other amounts required by law to be withheld, payable in accordance with the Company’s regular payroll practices over a twenty-four (24) week period (the “Severance Period”), beginning on the first payroll date that follows the expiration of the Separation Date Revocation Period but in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum any event no later thirty than sixty (3060) days after the Supplemental Release Effective Separation Date (it being understood that payments shall not commence until after the expiration of the Revocation Period and that the first payment shall include all payments that would otherwise have been made after the Separation Date); B. provided that you elect, as defined therein. b COBRA. Provided and to the extent that Employee timely elects continued you are and remain eligible for, continuation coverage under the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended 1985 (“COBRA”) for Employee and her covered dependents following Employeethe Company’s separationgroup health plan, payment of that part of the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance for such continued coverage that is in effect for Employee of you (and her covered dependents) and, if applicable as of the Separation Date. The COBRA , your dependents) that exceeds the amount that you would pay for such coverage benefit will be paid if you were an active employee of the Company, starting on a monthly basis until the earliest of: first day following the date on which your coverage under that plan as an employee of the Company ends, and ending on the earlier of (i) twelve the date as of which twenty-four (1224) months after the Separation Dateweeks of such subsidized COBRA premiums have been paid; or (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases on which your right to be eligible for COBRA continuation coverage under COBRA ends. You agree and acknowledge that for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iiiso long as you are covered by COBRA and receiving severance pay under Section 4(A), the “COBRA Payment Period”). Notwithstanding amount that you would pay for coverage under the foregoing, Company’s group health plan if at any time the Company determines that its payment you were an active employee of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on be deducted from such severance payments, and that this coverage under the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal Company’s group health plan shall run concurrently with such plan’s obligation to the COBRA premium for provide continuation coverage pursuant to COBRA. You further agree and understand that this Section 4(B) shall not limit such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.plan’s obligation to provide continuation coverage under COBRA; and

Consideration. In Unless Executive revokes as described below, the Company shall provide the following consideration for this Agreement: (a) Initial severance pay. The Company shall pay Executive initial severance pay equal to eight (8) weeks of Employeecompensation at Executive’s base salary rate at the time of execution of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on less all lawful or within five required deductions (5) days of the Separation Date (the “Supplemental ReleaseInitial Severance Pay”) and does not revoke it, the Company will provide Employee with the following severance benefits: a ). Initial Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will Pay shall be paid in a single lump sum no later thirty (30) days on the next regularly scheduled payroll day after the Supplemental Release later of the expiration of the Revocation Period described below (the “Effective Date”) or the Termination Date. Executive agrees that the Initial Severance Pay is something of value and a benefit to which Executive is not otherwise entitled. The lump sum payment described in this Section 2(a) shall be treated as a separate payment from the additional severance payments described in Section 2(b) for purposes of Section 409A of the Internal Revenue Code of 1986, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985amended, as amended including any regulations and other guidance issued thereunder (“COBRASection 409A”), and particularly including the short-term deferral exception to Section 409A described in Treasury Regulation Section 1.409A-1(b)(4). (b) for Employee Severance pay subject to mitigation. To assist Executive in transitioning to new employment, and her covered dependents following Employee’s separationas a benefit to which Executive agrees he is not otherwise entitled, the Company shall pay to health insurance provider Executive additional severance pay as described in this Section 2(b). On the full monthly COBRA premiums necessary to continue EmployeeCompany’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as regular payroll dates, starting from the later of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until Effective Date or the earliest of: Termination Date for twenty-two (i22) twelve bi-weekly pay periods (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii“Payment Period"), the Company will pay Executive ratably based on Executive’s annual base salary at the time of termination of $350,000, less all lawful or required deductions (“COBRA Payment PeriodSeverance Pay”). Notwithstanding This Severance Pay will be offset, as described herein, by any compensation for services earned during the foregoingPayment Period. Beginning on the Termination Date and continuing through the Payment Period, if at Executive agrees to use reasonable best efforts to seek other employment and to take other reasonable actions to mitigate the amounts payable under this Section 2(b). If Executive obtains other employment or earns compensation during the Payment Period, such earnings shall be offset against the Severance Pay described in this Section 2(b). Executive agrees to refund any time Severance Pay already provided, to the extent necessary to offset compensation earned during the Severance Period. This offset requirement does not apply to Initial Severance Pay under Section 2(a). For purposes of this Section 2(b), Executive agrees to promptly inform the Company determines that its payment regarding his employment status (and any changes thereto) and the amount of COBRA premiums on Employee’s behalf would result in a violation any compensation he earns during the Payment Period. Each of applicable law, then in lieu of paying COBRA premiums the individual severance payments made pursuant to this SectionSection 2(b) shall be treated as a separate payment, the Company shall pay Employee on the last day rather than as a part of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by lawsingle payment, for purposes of Section 409A, including the remainder of the COBRA Payment Periodshort-term deferral exception to Section 409A described in Treasury Regulation Section 1.409A-1(b)(4).

Consideration. In consideration of Employee’s execution Provided the Employee satisfies the conditions of this AgreementAgreement (including returning all Company property as provided in Paragraph 9 below, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days complying with all restrictive covenants of the Separation Date (the “Supplemental Release”Employment Agreement) and does not revoke itthis Agreement, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months will: a. Make lump-sum payment equal to 50% of Employee’s base salary as of the Separation Date in the gross total amount of $512,500.00112,500, subject plus an additional sum of $37,501.50 (together, the “Lump Sum Payment”) less applicable withholdings and deductions; the Company shall also be entitled, and Employee hereby authorizes the Company to standard payroll deductions and withholdingsoff-set any amounts owed by Employee to the Company from the Lump Sum Payment. This amount will The Lump Sum payment shall be paid in a single lump sum no later than thirty (30) days following the expiration of any applicable revocation period. b. The Company shall pay 100% of the Employee’s and his eligible dependents’ health care coverage under COBRA, for a period six (6) months. If the Employee obtains other healthcare coverage during this six (6) month period, the Employee will notify the Company in writing and the Company will discontinue these COBRA payments. Because the Employee is no longer employed, the Employee’s rights to any particular employee benefit will be governed by applicable law and the terms and provisions of the Company’s various employee benefit plans and arrangements. The Employee’s Separation Date will be the date use in determining benefits under all Company employee benefit plans. c. Pay the Employee’s accrued, but unused vacation as of the employment termination date, less applicable withholdings and deductions. The Company and the Employee agree that the Employee has 136 hours of accrued, but unused vacation, which entitles the Employee to a cash payment of $ 14,711.12. d. Not contest any claim by Employee for unemployment compensation related to Employee’s separation from employment with the Company. e. Pay Employee’s actual business expenses incurred as part of the ordinary course of employment with the Company within 15 days after receipt of proper documentation. f. The Company agrees that Section 7 of the Supplemental Release Effective DateEmployment Agreement shall survive such that Employee will be entitled to the payments and other benefits provided for in said Section 7 of the Employment Agreement if a Change in Control, as defined thereinin Exhibit A of the Employment Agreement, shall occur on or before October 20, 2007. b COBRAEmployee acknowledges that the right to receive any payments or other benefits as provided for in Section 7 of the Employment Agreement shall cease and the Company shall have no further obligation with regard to said provision after October 20, 2007. Provided In addition to the foregoing, provided that Employee timely elects continued coverage under satisfies the Consolidated Omnibus Budget Reconciliation Action conditions of 1985this Agreement (including returning all Company property as provided in Paragraph 9 below, as amended (“COBRA”and complying with all restrictive covenants of the Separation Pay Agreement) for Employee and her covered dependents following Employee’s separationdoes not revoke this Agreement, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (acknowledge and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reasonagree that, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal notwithstanding anything to the COBRA premium for such monthcontrary in any applicable documents evidencing a grant of an award under the Lodgian, less applicable federalInc. 2002 Stock Incentive Plan or any similar plan, state any awards of options to purchase Company stock held by Employee shall be immediately exercisable in full, and local payroll taxes and other withholdings required all vesting restrictions upon any restricted stock held by law, for the remainder of the COBRA Payment PeriodEmployee shall lapse.

Consideration. In The Company shall pay you a total amount of FOUR MILLION EIGHT HUNDRED THIRTY EIGHT THOUSAND FOUR HUNDRED EIGHT DOLLARS ($4,838,408) with the exception of the COBRA payments identified in Paragraph 3(c), which shall be calculated prior to and paid on October 31, 2011. (a) The Company agrees to pay you a separation allowance payment in the total amount of THREE MILLION FIVE HUNDRED SEVENTY EIGHT THOUSAND FOUR HUNDRED EIGHT DOLLARS ($3,578,408), less state, federal, FICA and other applicable withholding and authorized deductions (the “Separation Allowance Payment”). Five percent (5%) of the total amount of the Separation Allowance Payment shall be consideration for the Release of Employee’s execution Age Discrimination Claims by you, set forth in Paragraph 12 of this Agreement, and provided that Employee signs ninety five percent (95%) of the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days total amount of the Separation Date Allowance Payment shall be for consideration for the General Release and Discharge by you as set forth in Paragraph 11 of this Agreement, and for your other promises in this Agreement. The Separation Allowance payment shall be made on the date, which is the later of the expiration of the seven (7) day, right to revoke this agreement, as specified in Paragraph 12, or October 31, 2011. These payments are in lieu of any payments you might have otherwise received under the “Supplemental Release”) and does not revoke itNiSource Inc. 2010 Omnibus Incentive Plan. 1 You will be eligible to continue to participate in the Company’s plans concerning medical benefits, dental benefits, vision benefits, EAP, life insurance, the Company will provide Employee with the following severance benefits: a Severance PaymentCompany’s pension plan, 401(k) plans, Pension Restoration Plan, Savings Restoration Plan, Sick Pay Plan, Vacation Plan, Long Term Disability Plan, and NiSource Inc. Executive Deferred Compensation Plan. The Company will pay EmployeeFor purposes of each of these plans, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount your termination date will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective your Separation Date, and all payments under these plans will be based upon the terms and conditions of these plans. (b) In consideration for your agreement not to compete as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action set forth in Paragraph 10 of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separationthis Agreement, the Company shall pay to health insurance provider you a payment in the full monthly COBRA premiums necessary total amount of ONE MILLION TWO HUNDRED SIXTY THOUSAND AND NO/100 DOLLARS ($1,260,000.00), (the “Non-Compete Payment”). The Non-Compete Payment shall be paid to continue Employee’s and Employee’s covered dependents’ health insurance coverage that you in two (2) installments. The first installment of ONE HUNDRED EIGHTY THOUSAND AND NO/100 DOLLARS ($180,000.00) shall be made on the date, which is in effect for Employee (and her covered dependents) as the later of the Separation Dateexpiration of the seven (7) day, right to revoke this agreement, as specified in Paragraph 12, or October 31, 2011. The COBRA coverage benefit second installment of ONE MILLION EIGHTY THOUSAND AND NO/100 DOLLARS ($1,080,000.00) shall be made on January 2, 2012. Unless agreed to in writing by the parties to this agreement prior to October 31, 2011, all applicable state, federal, FICA and other mandated tax withholdings will be paid on withheld from the Non-Compete Payments. Notwithstanding anything herein to the contrary, in the event of a monthly basis until breach by you of any of the earliest ofprovisions contained in Paragraph 10 of this Agreement, and such breach is not otherwise cured within five (5) business days following your receipt of written notice of the breach from the Company, you shall immediately: (i) twelve (12) months after be obligated to repay any portion of the Separation DateNon-Compete Payment received by you; and (ii) shall forfeit the date when Employee becomes eligible for substantially right to receive any and all remaining installments of the Non-Compete Payment. (c) In addition, on October 31, 2011, you will receive a lump sum payment equivalent health insurance coverage to 130% of 104 weeks of COBRA (as described in connection with new employment or self-employment; or (iiiParagraph 5) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Sectionany continued medical, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Perioddental, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes vision and other withholdings required welfare benefits offered by law, for the remainder of the COBRA Payment PeriodCompany.

Consideration. In consideration of Employee’s execution of this Agreement, (a) You will be entitled to the following payments and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or benefits (subject to applicable deductions and withholdings) within five ten (510) business days of the Separation Date Date. Terms not defined in the Agreement and the Release attached as Exhibit A hereto (the “Supplemental Release”) and does not revoke it, shall have the Company will provide Employee meanings assigned to the terms in your employment agreement with the following severance benefits: a Severance Payment. The Company will pay EmployeeCompany, dated May 5, 2008, as severance, amended (the equivalent of twelve “Employment Agreement”): (12i) months of Employee’s base Your unpaid salary as through the Separation Date. (ii) Your accrued and unused vacation time through the Separation Date. (iii) Reimbursement for any unreimbursed expenses to which you are entitled pursuant to Section 3(d) of the Separation Date in Employment Agreement. (b) You will be entitled to the gross amount of $512,500.00, following payments and benefits (subject to standard payroll applicable deductions and withholdings) contingent upon your execution and delivery, within twenty-one (21) days following your Separation Date, of the Release and non-revocation of the same as set forth in the Release: (i) A lump sum payment of $450,000 on the thirtieth day following the Separation Date, and a lump sum payment of $4,550,000 on February 1, 2011. (ii) A lump sum cash payment on February 1, 2011 equaling the fair market value for 114,426 unvested shares of Knight Capital Group, Inc. (“KCG”) common stock related to your 2009 bonus (the “bonus shares”). This amount For purposes of establishing fair market value for the restricted shares, the fair market value will be paid in a single based on the average of the high and low sales price on the New York Stock Exchange for KCG common stock as of July 30, 2010. In exchange for the lump sum no later thirty payment for your bonus shares, your unvested bonus shares shall be forfeited. (30iii) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee Subject to your timely elects continued election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, your continued copayment of premiums at the same level and cost to you as if you were an employee of the Company shall (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 health insurance provider the full monthly COBRA premiums necessary to continue Employee’s extent permitted under applicable law and Employee’s covered dependents’ health insurance coverage that is in effect the terms of such plan) which covers you, your spouse and your dependents for Employee (and her covered dependents) as a period of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after at the Company’s expense, provided that you are eligible and remain eligible for COBRA coverage. (iv) The Company will directly or through one or more affiliated entities, invest up to $12,500,000 in a hedge fund that you create, subject to terms and conditions to be agreed by you and Knight, which will include (x) concurrently with Knight’s investment, your investment of at least $10,000,000 and the investment by one or more other investors of the difference between $12,500,000 and the amount invested by you; (y) the hedge fund is created within two (2) years of the Separation Date; and (iiz) the date when Employee becomes eligible for substantially equivalent health insurance coverage Knight being provided with investment terms at least as favorable as all other similarly situated investors investing similar or lesser amounts in connection with new employment or self-employment; or (iii) the date Employee ceases such hedge fund. Your formation of and involvement in a hedge fund will be deemed not to be eligible competitive for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month purposes of the COBRA Payment Periodnon-compete provisions set forth in Section 8 of this Agreement, provided you do not act as a fully taxable cash payment equal to broker-dealer or engage in the COBRA premium for such month, less applicable federal, state origination and local payroll taxes and other withholdings required by law, for the remainder securitization of the COBRA Payment Periodmortgages.

Consideration. (a) In consideration of Employeefor Executive’s execution of this agreement to terminate the Employment Agreement, to fully release Company from any and provided that Employee signs all Claims as described below, and to perform the Supplemental Release other duties and obligations of Claims attached hereto Executive contained herein, and to fully release all claims set out in the Compromise Agreement at Exhibit C by signing the Compromise Agreement and procuring a certificate in the form set out at Schedule 1 to the Compromise Agreement from his Legal Adviser (as Exhibit B on or within five defined in the Compromise Agreement), Company will, subject to ordinary and lawful deductions (5) days including normal withholdings consistent with Company’s practice for equalization of the Separation Date (the “Supplemental Release”Executive’s tax liability) and does not revoke it, Sections 4(b) and (c) below: (i) Pay severance to Executive in the Company will provide Employee with form of salary continuation for the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months immediately following the Termination Date (“Severance Period”). Such payments shall be made in accordance with Company’s standard pay practices in an amount equal to Twelve Thousand Four Hundred and Twenty Three Dollars ($12,423) per bi-weekly pay period for twenty-six (26) pay periods following Executive’s Termination Date, except that no payments shall be made during the period that begins immediately after the Termination Date and ends on the earlier of Employee(i) Executive’s base salary death or (ii) the date that is six months after the Termination Date. The payments that would otherwise have been made in such period shall be accumulated and paid in a lump sum on the first bi-weekly pay period after the end of such period. (ii) Continue after the Termination Date any health care (medical, dental and vision) plan coverage, other than under a flexible spending account, provided to Executive and Executive’s spouse and dependents at the Termination Date for the Severance Period, on a monthly or more frequent basis, on the same basis and at the same cost to Executive as available to similarly-situated active employees during such Severance Period, provided that such continued coverage shall terminate in the event Executive becomes eligible for any such coverage under another employer’s plans. (iii) Pay an amount equal to Executive’s actual earned full-year bonus for calendar year 2009, pro rated based on the number of days Executive was employed for such year on and before the Termination Date, payable at the time Executive’s annual bonus for such year otherwise would have been paid had Executive continued employment. Fifty percent (50%) of Executive’s target bonus hereunder is dependent upon the Company’s achievement of a certain level of 2009 consolidated Company adjusted EBITDA established by the Compensation Committee and the remaining fifty percent (50%) of Executive’s target bonus is dependent upon the Europe-Asia Pacific business’ achievement of a certain level of 2009 adjusted EBITDA established by the Compensation Committee. Fifty percent (50%) of Executive’s maximum bonus hereunder is dependent upon the Company’s achievement of a certain higher (than target) level of 2009 consolidated Company adjusted EBITDA established by the Compensation Committee and the remaining fifty percent (50%) of Executive’s maximum bonus is dependent upon the Europe-Asia Pacific business’ achievement of a certain higher (than target) level of 2009 adjusted EBITDA established by the Compensation Committee. (iv) Vest in full Executive’s outstanding unvested options, restricted stock and other equity-based awards that would have vested based solely on the continued employment of Executive. Additionally, all of Executive’s outstanding stock options shall remain outstanding until the earlier of (i) one year after the Termination Date or (ii) the original expiration date of the Separation Date options (disregarding any earlier expiration date provided for in any other agreement, including without limitation any related grant agreement, based solely on the gross amount termination of the Executive’s employment). (v) Payment of one year of outplacement services from Executrak or an outplacement service provider of Executive’s choice, limited to $512,500.00, subject to standard payroll deductions and withholdings20,000 in total. This amount outplacement services benefit will be paid forfeited if Executive does not begin using such services within 60 days after the Termination Date. (vi) Pay to Executive in cash in a single lump sum an amount equal to Forty-Five Thousand Dollars ($45,000) on the thirty-first (31st) day after the Termination Date as set forth in the Compromise Agreement. (b) Notwithstanding anything else contained herein to the contrary, no later payments shall be made or benefits delivered under this Agreement (other than payments required to be made by Company pursuant to Section 5 below) unless, within thirty (30) days after the Supplemental Release Effective Termination Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve Executive has signed and delivered to Company a Release in the form attached hereto as Exhibit A (12) months after the Separation Date“Release”); (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employmentapplicable revocation period under the Release has expired without Executive having elected to revoke the Release; or (iii) Executive has signed and delivered to Company the date Employee ceases Compromise Agreement; and (iv) Executive has procured and delivered to Company a certificate signed by his Legal Adviser in the form of Schedule 1 to the Compromise Agreement. Executive agrees and acknowledges that Executive would not be entitled to the consideration described herein absent execution of the Release and the Compromise Agreement. Any payments to be eligible for COBRA continuation coverage made, or benefits to be delivered, under this Agreement (other than the payments required to be made by Company pursuant to Section 5 below) within the thirty (30) days after the Termination Date shall be accumulated and paid in a lump sum on the first bi-weekly pay period occurring more than thirty (30) days after the Termination Date, provided Executive delivers the signed Release and Compromise Agreement to Company and the revocation period thereunder expires without Executive having elected to revoke the Release. (c) As a further condition to receipt of the payments and benefits in Section 4(a) above, Executive also waives any and all rights to any other amounts payable to him upon the termination of his employment relationship with Company, other than those specifically set forth in this Agreement, including without limitation any severance, notice rights, payments, benefits and other amounts to which Executive may be entitled under the laws of England and Wales, and Executive agrees not to pursue or claim any such payments, benefits or rights. (d) Executive agrees to vacate the Company-provided apartment in the United Kingdom no later than June 30, 2009 and to indemnify Company for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal damages to the COBRA premium apartment, except for such month, less applicable federal, state any ordinary wear and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodtear.

Consideration. In consideration Effective upon the expiration of Employee’s execution the revocation period provided in Section 8 hereof and subject to the condition that this Agreement is not revoked by Duerden pursuant to such Section 8 prior to the expiration of this Agreementsuch revocation period (such expiration date, the “Effective Date”) and provided that Employee signs Duerden does not breach his obligations under Sections 4, 5, 6, 7 and 14 of the Supplemental Release Employment Agreement or Section 10 below (such sections collectively, and together with Section 15 and Sections 16(a) through (e) of Claims attached hereto the Employment Agreement, the “Surviving Terms”), the Company agrees to: (a) pay to Duerden a lump sum amount equal to $70,833; (b) pay to Duerden a lump sum amount equal to $850,000, which amount equals one year of Duerden’s base salary in effect as Exhibit B on or within five (5) days of the Separation Date Date; (the “Supplemental Release”c) and does not revoke itpay to Duerden a lump sum amount equal to $850,000, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent which amount equals Duerden’s annual incentive compensation equal to 100% of twelve (12) months of EmployeeDuerden’s base salary as of the Separation Date in Date; (d) accelerate the gross amount of $512,500.00vesting and exercisability, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, of the unvested options to purchase Company common stock and the unvested restricted stock awards listed on Exhibit A hereto, which would have vested and become exercisable had Duerden remained employed for 12 months after the Separation Date. Except as defined therein. b COBRA. Provided provided in this Section 1(d), all stock options and restricted stock awards that Employee timely elects continued coverage under are unvested as of the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee Separation Date shall be terminated and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) cancelled as of the Separation Date. The COBRA , and Duerden shall have no further rights with respect to such awards; and (e) pay the employer portion of premiums for group health insurance coverage benefit will be paid on a monthly basis until the earliest of: earlier of (i) twelve (12) months after the Separation Date; February 28, 2011 or (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be that Duerden and his dependents are no longer eligible for COBRA continuation coverage coverage, provided, that Duerden (and/or Duerden’s covered dependents) is eligible for and properly elects to continue group health insurance coverage, as in place immediately prior to the Separation Date, and Duerden continues to pay the employee portion of such health coverage. The amounts (if any) payable pursuant to Sections 1(a), (b) and (c) above shall be paid to Duerden in full on the first regular payroll date of Crocs, Inc. to occur after September 1, 2010. Duerden acknowledges that he will not be entitled to any reasonannual incentive compensation for fiscal year 2010. Pursuant to the terms of the applicable stock option agreements between the Company and Duerden, including plan termination (such period from all vested and exercisable stock options held by Duerden as of the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if and any stock options that vest pursuant to Section 1(d) above may be exercised by Duerden at any time within three months after the Separation Date in accordance with the terms and conditions set forth in the stock option agreements. Duerden acknowledges that the aggregate fair market value of the shares of common stock (determined as of the respective date or dates of grant) for which one or more stock options granted to him may for the first time become exercisable as “incentive stock options,” within the meaning of Section 422 of the Internal Revenue Code, during any one calendar year shall not exceed the sum of $100,000, and that any options (or portion thereof) that exceed such limit shall be treated as options that are not incentive stock options but only to the extent of such excess. For purposes of this Section 1, the parties confirm that the Separation Date is the date of Duerden’s separation from service with the Company determines within the meaning of Section 409A(a)(2)(A)(i) of the Code. Notwithstanding anything in this Agreement or elsewhere to the contrary, Duerden shall have no duties or responsibilities after the Separation Date that its payment of COBRA premiums on Employee’s behalf would result in are inconsistent with his having a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee “separation from service” on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodSeparation Date.

Consideration. (a) In consideration of EmployeeExecutive’s execution full release of this Agreement, Company from any and provided that Employee signs all Claims as described below and in the Release attached as Exhibit A and in the Supplemental Release of Claims attached hereto as Exhibit B B, which must be signed by Executive on or within five the Separation Date, and Executive’s agreement to perform the other duties and obligations of Executive contained herein, Company will, subject to ordinary and lawful deductions and the terms in Sections 3(b) and (5c) days of below: (i) Pay to Executive an amount equal to $410,025, which is one (1) times the Executive’s annual Base Salary in effect immediately prior to the Separation Date (the “Severance Amount”). The Severance Amount shall be paid in a lump sum in cash at the time specified in subsection (b) below (except as otherwise provided in this Agreement); (ii) Pay to Executive her annual bonus (the “Bonus Amount”) based on any actual achievement in fiscal year 2024 under the terms of Company’s annual bonus plan for fiscal year 2024. The Bonus Amount shall be payable at the time that bonuses for fiscal year 2024 are paid to other Company senior executives; and (iii) Ensure that 226 of the remaining unvested time-based restricted stock units granted to Executive in 2023 and 350 of the remaining unvested time-based restricted stock units granted to Executive in 2024 shall vest on the Separation Date and be settled in shares of Company common stock as soon as administratively practicable following the Supplemental Release Effective Date (and in any event within 30 days following the Separation Date). Executive shall forfeit all other time-based and performance-based restricted stock units outstanding to Executive on the Separation Date. (b) Notwithstanding anything else contained herein to the contrary, no payments shall be made or benefits delivered under this Agreement (other than payments required to be made by Company pursuant to Section 4 below) unless: (i) at the time she signs this Agreement, (x) Executive also signs and delivers to Company a release in the form attached hereto as Exhibit A (the “Release”); and (y) the applicable revocation period under the Release has expired without Executive having elected to revoke the Release. The Release shall be effective as of the day following the expiration of the applicable revocation period without Executive having elected to revoke the Release; and. (ii) on the Separation Date, (x) Executive signs and delivers to Company the Supplemental Release Agreement (“Supplemental Release”) attached hereto as Exhibit B; and does not (y) the applicable revocation period under the Supplemental Release has expired without Executive having elected to revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary Supplemental Release shall be effective as of the Separation day following the expiration of the applicable revocation period if no revocation has occurred (the “Supplemental Release Effective Date”). Any payments scheduled to be made prior to the Supplemental Release Effective Date specified in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will clause (a)(ii) above shall be paid in a single lump sum no later thirty (30) days after on the first scheduled monthly pay date for the payment of base salary to executives that follows the Supplemental Release Effective Date, except as defined thereinprovided otherwise in this Agreement. b COBRA. Provided Executive agrees and acknowledges that Employee timely elects continued coverage under she would not be entitled to the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as consideration described herein absent execution of the Separation Date. The COBRA coverage benefit will be paid on Release and Supplemental Release and expiration of the applicable revocation periods without Executive having revoked the either the Release or the Supplemental Release. (c) As a monthly basis until further condition to receipt of the earliest of: (ibenefits in Section 3(a) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reasonabove, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines Executive acknowledges that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then these benefits are in lieu of paying COBRA premiums pursuant any other amounts that she may claim to be owed to her upon the termination of her employment relationship with Company, other than those specifically set forth in this SectionAgreement, including without limitation any severance, notice rights, payments (including special or annual bonus), and other benefits, and other amounts to which Executive may be entitled under the Company shall pay Employee on the last day laws of each remaining month Georgia or any other jurisdiction, and Executive agrees not to pursue or claim any of the COBRA Payment Periodpayments, benefits or rights set forth therein. (d) If Company is required to prepare an accounting restatement due to material noncompliance by Company, as a fully taxable cash payment equal result of misconduct, with any financial reporting requirement under the federal securities laws, to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings extent required by law, Executive will reimburse Company for (i) any bonus or other incentive-based or equity-based compensation received by Executive from Company (including such compensation payable in accordance with this Section 3 and Section 4) during the remainder 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the COBRA Payment Periodfinancial document embodying that financial reporting requirement; and (ii) any profits realized by Executive from the sale of Company securities during that 12-month period.

Consideration. In consideration 1. Sandler's employment with Herbalife will terminate effective May 19, 2002 ("the Termination Date"). Sandler's compensation, benefits and perquisites of Employee’s employment will cease as of the Termination Date. 2. Sandler shall be paid severance in the amount of Two Million, Six-Hundred and Twenty-Two Thousand and Five Hundred Dollars ($2,622,500.00) ("Severance") in a lump sum, less applicable withholdings, within ten days after execution of this Agreement without prior revocation of the Agreement by Sandler pursuant to paragraph 26 of this Agreement. (a) Notwithstanding anything to the contrary contained in the Plan, Sandler's Stock Options will vest and provided that Employee signs the Supplemental Release of Claims be exercisable in accordance with Sandler's August 20, 2000 Employment Agreement (attached hereto as Exhibit B on "A"). Sandler and the Company represent and agree that the number and strike price of vested and unvested stock options Sandler holds are currently set forth in the attached schedule, which is made a part of this Agreement as Exhibit "B." (b) Herbalife will provide safe transport of artwork, and other personal property owned by Sandler currently located at Herbalife, to be delivered to Sandler's personal residence or within five (5an alternative local location designated by Sandler, at no expense to Sandler. 4. The release set forth at paragraph 24(a) days herein is not a waiver of Sandler's rights to payments of monies to which he is entitled by virtue of the Separation Date Company's Senior Executive Reimbursement Plan (the “Supplemental Release”) and does not revoke it"SERP"), the Company will provide Employee with the following severance benefits: a Severance PaymentDeferred Compensation Plan, 401K Plan or paid vacation policy. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount These monies will be paid to Sandler in a single lump sum accordance with the Company's SERP, Deferred Compensation and 401K plan documents, Company policy, and the law. 5. Sandler has been relieved of his obligations and duties as General Counsel, Corporate Secretary and Executive Vice President and Sandler agrees that he has no later thirty (30) days authority to act as an officer or employee of Herbalife. 6. Sandler agrees that after his departure, he will fully cooperate with Herbalife in an orderly transfer of his work to others, and that he will be available to respond to inquiries about his work. Sandler further agrees, on behalf of himself and his legal successors and assigns, to execute such additional documents and instruments and to take such additional actions as Herbalife may request from time to time after the Supplemental Release Effective Datedate hereof, as defined thereinin order to complete, effectuate, perfect and better evidence the agreements of the parties set forth in this Agreement. b COBRASandler will also reasonably cooperate with Herbalife in the defense of any legal, administrative or other action brought by any third party against Herbalife after his departure, in which event, Herbalife will pay the reasonable cost of legal representation for Sandler in connection therewith. 7. Provided that Employee timely elects continued coverage under Sandler's entitlement to the Consolidated Omnibus Budget Reconciliation Action consideration described herein is expressly contingent upon his execution and delivery of 1985this Agreement to Herbalife. The consideration set forth in this Agreement fully satisfies and extinguishes any and all rights Sandler may have pursuant to any other Herbalife plan, as amended (“COBRA”) for Employee agreement or policy, including, but not limited to all agreements, plans, policies and her covered dependents following Employee’s separationother arrangements provided by Herbalife or any of its subsidiaries or trusts sponsored, established or maintained by any of such entities, including, without limitation, the Company shall pay to health insurance provider Employment Agreement dated August 20, 2000, the full monthly COBRA premiums necessary to continue Employee’s Senior Executive Change of Control Plan, the 1994 Performance-Based Annual Incentive Compensation Plan, the 1992 Executive Incentive Compensation Plan, the 1991 Stock Option Plan, the Management Deferred Compensation Plan and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iiirelated trust(s), the “COBRA Payment Period”Senior Executive Compensation Plan and related trust(s), the Supplemental Executive Retirement Plan and related trust(s), the Executive Medical Plan and all other health insurance and benefit plans, the Executive Long-Term Disability Plan, the Executive Life Insurance Plan, Herbalife's expense reimbursement plans and policies, and Herbalife's vacation plan. Notwithstanding Although Sandler expressly waives all rights or claims with respect to compensation, remuneration, payments or consideration due to him now or in the foregoingfuture under his Employment Agreement, if at any time Sandler's obligations under the Company determines that its payment of COBRA premiums on Employee’s behalf would result Employment Agreement shall remain in a violation of applicable lawfull force and effect, then in lieu of paying COBRA premiums including, but not limited to Sandler's obligations pursuant to this Sectionparagraph 6, the Company shall pay Employee on the last day of each remaining month subparts (a) - (c) of the COBRA Payment PeriodEmployment Agreement, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required which provisions are incorporated herein by law, for the remainder of the COBRA Payment Periodreference.

Consideration. In consideration of Employee’s execution of this AgreementContemporaneously with the Effective Time, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) conditioned upon Executive having fulfilled his duties and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage obligations under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Employment Agreement (“COBRA”including without limitation Section 4 thereof) for Employee up to and her covered dependents following Employee’s separationuntil the Effective Time, the Company shall pay Executive consideration consisting of (a) cash, by wire transfer of immediately available funds, in the amount of Eight Hundred Fifty Thousand and No/100 Dollars ($850,000) (the "Closing Payment"), together with (i) the amount of any accrued but unpaid salary and expenses to health insurance provider the full monthly COBRA premiums necessary date thereof, (ii) a cash payment of Twenty-Five Thousand and No/100 Dollars ($25,000) (the "Quarterly Payment") per calendar quarter, payable in advance on the first day of each quarter from the date of this Agreement to continue Employee’s and Employee’s covered dependents’ health insurance coverage the first to occur of the Effective Time or the Early Termination Date; provided, that is the Quarterly Payment made on the first day of the calendar quarter in effect which the Effective Time occurs shall be prorated for Employee (and her covered dependents) such quarter as of the Separation Date. The COBRA coverage benefit will date of the Effective Time and the difference between the Quarterly Payment and such prorated Quarterly Payment shall be paid on a monthly basis until deducted from the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or Closing Payment, but excluding (iii) any other bonuses to which Employee may be entitled under the date Employee ceases Employment Agreement or otherwise except to be eligible the extent payment thereof has been declared by the Board of Directors of the Company but not made prior to the Effective Time and is permitted by Item 5 of Section 4.01 (a)(xvii) of the Company Disclosure Schedule to the Merger Agreement, and (b) forgiveness of the loans listed on Schedule A hereto aggregating Four Hundred-Fifty Thousand and No/100 Dollars ($450,000). The parties agree and acknowledge that the consideration provided under this Section 5 is inclusive of any and all consideration that may become due and payable to Executive upon his exercise of any options or any other rights that Executive may have to purchase shares of capital stock of the Company (except for COBRA continuation coverage for any reason, including plan termination (such period from amounts payable pursuant to Section 2.03 of the Separation Date through the earlier of (i)-(iiiMerger Agreement), the “COBRA Payment Period”)receipt of which consideration Executive hereby waives and relinquishes. Notwithstanding the foregoing, if at any time If Executive's employment is terminated by the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable lawprior to the Effective Time, then Executive shall, in lieu of paying COBRA premiums pursuant to this Sectionthe payments stated herein, receive such compensation as would be required under the Company shall pay Employee on the last day applicable terms of each remaining month Section 14 of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodEmployment Agreement.

Consideration. In consideration of Employee’s execution of this Agreement, and provided that Employee signs for the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days signing of the Separation Date (Release attached as Schedule B as well as the “Supplemental Release”) promises and does not revoke itcovenants including the Non-Competition and Non-Solicitation provision set forth herein, the Company will provide Employee with agrees to the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, treatment of the equivalent portions of twelve (12) months of Employeethe Executive’s base salary outstanding equity grants which remain unvested as of the Separation Date in the gross amount of $512,500.00, Retirement Date; provided that such treatment shall be subject to standard payroll deductions Section 2 hereof and withholdings. This amount will be paid full compliance by the Executive with Section 4 hereof: a) Any unvested, time-based restricted stock units granted before 2019 shall continue to vest during the Non-Competition Period; b) Any unvested, time-based restricted stock units granted in 2019 prior to the Retirement Date shall continue to vest during the Non-Competition Period in a single lump sum no later thirty (30pro-rated amount based on the number of days that the Executive was employed during 2019; c) Any unvested stock options granted before 2019 shall continue to vest and become exercisable during the Non-Competition Period; d) Any unvested stock options granted in 2019 prior to the Retirement Date shall continue to vest and become exercisable during the Non-Competition Period in a pro-rated amount based on the number of days after that the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”Executive was employed during 2019; e) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) Any vested stock options as of the Separation Date. The COBRA coverage benefit will Retirement Date or stock options that become vested during the Non-Competition Period may be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, exercised for the remainder of the COBRA Payment Periodgenerally applicable term of such option, which in all cases is no later than seven (7) years from the respective dates of grant; f) Any unvested, performance-based restricted stock units awarded more than 365 days prior to the Retirement Date shall vest on the date the amount of shares underlying the performance-based restricted stock units are determined at the end of the three-year performance period at the performance level determined by the Board as set forth in the applicable performance-based restricted stock unit agreement; and g) Any unvested, performance-based restricted stock units awarded less than 365 days prior to the Retirement Date shall vest on the date the amount of shares underlying the performance-based restricted stock units are determined at the end of the performance period (i) in a pro-rated amount of shares based on the number of days that the Executive was employed during the 365 calendar day period following the grant date, and (ii) at the performance level determined by the Board as set forth in the applicable performance-based restricted stock unit agreement. Schedule A attached hereto and incorporated herein is a complete list of the Executive’s outstanding equity grants from the Company as of the Retirement Date. The parties agree that, except as otherwise provided herein, the terms of the Executive’s existing equity award agreements shall continue in effect and that any portion of the Executive’s outstanding equity grants which are not vested by reason of the application of Section 1(a), (b), (c), (d), (f) and (g) shall be forfeited as of the last day of the Non-Competition Period or on such earlier date pursuant to Section 2 or Section 4. Notwithstanding anything to the contrary herein, the settlement date for equity grants that become vested by reason of the application of Section 1(a), (b), (f) and (g) shall occur no later than December 31 of the year in which such vesting occurs. Executive acknowledges that he is not and would not be entitled to the consideration described in this Section 1 absent his execution and non-revocation of this Agreement and the release. The consideration described in this Section 1 is in addition to other retirement and/or pension benefits to which the Executive may be entitled associated with the Executive’s retirement. The parties acknowledge that Executive shall not be entitled to any severance or separation payment or benefit associated with his retirement, other than all accrued wages and unused vacation time as of the Retirement Date. The Executive acknowledges and agrees that his termination of employment with the Company shall not be considered a retirement for purposes of his unvested equity grants which are outstanding as of the Retirement Date and that the settlement or exercise of rights under such grants shall not be accelerated.

Consideration. In The Company agrees to pay Executive the following consideration of Employee(the “Separation Compensation”), contingent upon Executive’s execution of this Agreement, Agreement and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days A, and Executive’s continued full compliance with the terms of the Separation Date (the “Supplemental Release”) and does not revoke itthis Agreement: a. In consideration for valuable consideration provided under this Agreement, the Company will provide Employee continue to pay Executive her existing base salary, payable in biweekly installments during the Transition Period consistent with the following severance benefits: a Severance PaymentCompany’s current payroll practices. The In addition, at the end of the Transition Period, the Company will pay EmployeeExecutive any accrued but unused Paid Time Off. b. In consideration for Executive agreeing to the covenants set forth in Sections 3, 5, 7, 8 and 9 of this Agreement and the Release attached hereto as severanceExhibit A (the “Release”): i. the Company will continue to pay Executive her existing base salary, the equivalent payable in biweekly installments, over a period of twelve (12) months following the expiration of Employee’s base salary the Transition Period, beginning on the first payroll date after the Effective Date of the Release; ii. any outstanding and unvested stock options held by Executive shall become fully exercisable as of the Separation Effective Date of the Release, and such stock options shall thereafter continue or lapse in accordance with the other provisions of the applicable plan and award certificate; iii. any outstanding restricted stock units held by Executive shall become fully vested as of the Effective Date of the Release and shall immediately convert to shares of Company common stock as of the Effective Date of the Release; iv. Executive’s health insurance benefits with the Company shall continue on the same terms and conditions during the Transition Period, and cease to be effective at the conclusion of the Transition Period. Following the Transition Period, in the gross amount event that Executive chooses to exercise her rights under COBRA to continue her participation in the Company’s health insurance plan, in compliance with the American Recovery Act of $512,500.002021, subject the Company shall cover the costs for such coverage from the end of the Transition Period through September 30, 2021. If Executive continues to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (elect COBRA after September 30) days after , 2021, the Supplemental Release Effective DateCompany shall directly pay, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under or reimburse Executive for, the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) premium for Employee Executive and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iiiA) September 30, 2022, and (B) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s), the “COBRA Payment Period”). Notwithstanding the foregoing, provided that if at any time the Company determines that its payment it cannot provide the foregoing benefit without potentially violating applicable law (including, without limitation, Section 2716 of COBRA premiums on Employee’s behalf would result in a violation of applicable lawthe Public Health Service Act) or incurring an excise tax, then then, in lieu of paying COBRA premiums pursuant the foregoing benefit, a taxable amount equal to this Sectioneach remaining Company subsidy payment will thereafter be paid to Executive in substantially equal monthly installments; v. The Company will provide Executive with a letter of reference written by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (CEO) that Executive may provide to prospective employers; and vi. provided Executive completes all that is asked of her relating to the Transactions to the reasonable satisfaction of the CEO, the Company shall will pay Employee on Executive an additional lump sum payment in the last day amount of each remaining month $40,000, less taxes and withholdings; provided, however that in the case of both (ii) and (iii) above, if Executive breaches any of the COBRA Payment Periodcovenants set forth in Sections 3, a fully taxable cash payment equal 5, 7, 8 or 9 of this Agreement in any material respect, her outstanding stock options shall terminate immediately and automatically upon such breach and shall not be exercisable following such breach regardless of the vested status of such stock options, and Executive’s unvested restricted stock units shall be immediately and automatically forfeited upon such breach, in each case without further consideration or any act or action by Executive, and in the case of (i) above, if Executive breaches any of the covenants set forth in Sections 3, 5, 7, 8 or 9 of this Agreement in any material respect, the Company’s obligation to continue making the COBRA premium payments specified hereunder shall immediately stop. c. The payments and other consideration described in Sections 2(a) and 2(b) shall be minus the deductions the Company considers appropriate for such month, less applicable federalany local, state and local payroll taxes federal income taxes, Social Security, Medicare and other withholdings required by lawanalogous withholdings. The Company’s agreement to make the payments described in Sections 2(a) and 2(b) is specifically contingent upon Executive executing this Agreement, for not revoking the remainder Agreement, as set forth in Section 11(f) below, and complying with its terms, and Executive’s agreement to execute the Release attached hereto as Exhibit A, and not revoking the Release, at the end of the COBRA Payment Transition Period.. To the extent the Separation Compensation becomes payable pursuant to the terms of this Agreement, the Company will begin to make such payments within five (5) business days (or, if later, on the first payroll date) after the Effective Date of the Release attached hereto as Exhibit A.

Consideration. In consideration for signing this Agreement and General Release, the expiration of the seven (7) day revocation period without Employee’s revocation of the Agreement and General Release, Employee’s execution of this Agreement, and provided that Employee signs the Supplemental Release of Claims Reaffirmation Provision attached hereto as Exhibit B A on or within five (5) days May 14, 2011, and Employee’s compliance with the terms of the Separation Date this Agreement and General Release and Reaffirmation Provision, Gerber agrees: a. to pay to Employee salary continuation at Employee’s base rate of pay, less lawful deductions, in accordance with Gerber’s regular payroll practices, for 12 months (the “Supplemental ReleaseSalary Continuation Period”) to commence after May 13, 2011. This consideration is subject to the limitations stated in Section (C)(4) and does not revoke itSection (D) of the Severance Policy for Senior Officers of Gerber Scientific, the Company will provide Inc., which is incorporated by reference and attached as Exhibit B; b. to pay to Employee with the following severance benefits: one year of his annual base salary, $255,000 (two hundred fifty five thousand dollars); c. to pay to Employee a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months pro rata portion of Employee’s base salary as annual incentive bonus (pro rated through April 30, 2011) under Gerber’s Annual Incentive Bonus Plan (“Plan”), less lawful deductions. Employee agrees that the pro rata portion may be a percentage of 0 depending on whether a bonus is earned under the Separation Date Plan. Gerber will pay this pro rated annual incentive bonus when payments are made to the other employees under the Plan, which is currently to be anticipated to be in the gross amount of $512,500.00, subject to standard payroll deductions July; d. if Employee properly and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued to continue medical and dental coverage under the Consolidated Omnibus Budget Reconciliation Action Gerber Scientific, Inc. Employee Health & Dental Plan in accordance with the continuation requirements of 1985COBRA, as amended Employee shall, during the Salary Continuation Period, continue to receive from Gerber, at Gerber’s cost but subject to any applicable employee contributions, the health (“COBRA”medical and dental) insurance coverage under the health insurance plan provided to Employee immediately prior to the Termination Date. During this period, Employee will be responsible for Employee and her covered dependents following paying Employee’s separationshare of premiums as determined by the Company’s regular employee benefit practices as if Employee had continued his employment with Gerber. Thereafter, the Company Employee shall pay be entitled to health insurance provider the full monthly COBRA premiums necessary elect to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The such COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment period, at Employee’s own expense; ▇. ▇▇▇▇▇▇ shall, for a period of thirty (30) days following the commencement of the Salary Continuation Period., continue to provide Employee with the same life insurance benefits provided to Employee immediately prior to the Termination Date, provided that such benefits shall cease at the end of such thirty day period; and ▇. ▇▇▇▇▇▇ agrees to accelerate the vesting of Employee’s 7,500 unvested stock options and 21,230 unvested restricted shares which were granted under the Gerber Scientific Inc. 2006 Omnibus Incentive Plan and

Consideration. In consideration (i) The Purchaser will withhold 1,344,444 Purchaser Shares (as adjusted after the date hereof for any stock splits, stock dividends, recapitalizations and the like in respect of Employee’s execution the Purchaser Shares occurring prior to the Closing) from the Stock Merger Consideration (the “Escrow Shares”) to serve as security for the benefit of the Purchaser (on behalf of itself or any other Purchaser Indemnified Person) against the indemnifications afforded by Article 10 of this Agreement and any reimbursement under Section 3.6(d)(ii). On the Closing Date, the Purchaser will cause its transfer agent to record a book entry evidencing the issuance of the Escrow Shares in the name of Deutsche Bank National Trust Company, as escrow agent (the “Escrow Agent”), or its nominee. The Escrow Shares shall constitute an escrow account (the “Escrow Account”), the distribution of which will be governed according to the terms and conditions set forth herein and in the escrow agreement by and among the Purchaser, the Holder Representative and the Escrow Agent, substantially in the form of Exhibit B (the “Escrow Agreement”). (ii) On or prior to the Closing Date, the Purchaser will deposit with Mellon Investor Services, LLC (the “Exchange Agent”) (A) an amount via wire transfer equal to the Cash Merger Consideration plus any amount payable in lieu of fractional shares, (B) an amount via wire transfer equal to the Retention Plan Closing Cash Payment and the Closing Cash Option Spread and (C) the aggregate number of Purchaser Shares equal to the Stock Merger Consideration, but excluding the Escrow Shares (collectively, the “Closing Disbursement”). The distribution of the Closing Disbursement to the Effective Time Holders will be governed according to the terms and conditions set forth herein and in an exchange agent agreement by and among the Purchaser, the Holder Representative and the Exchange Agent, which agreement shall direct the Exchange Agent to distribute cash and Purchaser Shares to the Effective Time Holders in a manner consistent with the terms of this Agreement, and provided that Employee signs shall refrain from imposing any material covenant on any Effective Time Holder not contemplated by this Agreement without the Supplemental Release written consent of Claims attached hereto each Effective Time Holder whose Aggregate Percentage Interest as Exhibit B reflected on the Merger Consideration Spreadsheet set forth in Schedule IV equals or within five (5) days exceeds 4.4%, shall not require the Effective Time Holders or the Holder Representative on behalf thereof to indemnify or pay any fees for the services of the Separation Date Exchange Agent, and shall otherwise be in form and substance reasonably acceptable to the parties thereto (the “Supplemental ReleaseExchange Agent Agreement”). (iii) and does not revoke itOn or prior to the Closing Date, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company Purchaser will pay Employeeto an account designated by the Holder Representative an amount via wire transfer equal to the Holder Representative Fund. All payments and issuances of Purchaser Shares made pursuant to this Section 2.2(c) shall, upon payment or issuance to the Effective Time Holders, be treated for all purposes as severance, consideration received by the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage Time Holders in connection with new employment or self-employment; or (iii) the date Employee ceases to Merger and other transactions contemplated hereby and shall be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal distributed to the COBRA premium for Effective Time Holders in accordance with Article 3, which distribution is set forth in an Excel spreadsheet included herewith as Schedule IV. Such spreadsheet is included only as a demonstration, is based on certain assumptions, and the numbers shown therein are subject to change based on different assumptions. In the event of any conflict between this Agreement and such monthspreadsheet, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodthis Agreement shall control.

Consideration. In As good consideration of for Employee’s execution execution, delivery, and non-revocation of this AgreementAgreement and full compliance with the terms hereof, Company shall provide Employee with the following: (a) payment of $200,000 (less applicable withholdings and provided that Employee signs deductions) in twelve equal monthly installments commencing on the Supplemental Release next regularly scheduled paydate following the Effective Date (defined below) and payable on the last business day of Claims attached hereto as Exhibit B each month thereafter; (b) reimbursement of expenses totaling $500.89 together with payment of $11,423.00 representing all unused accrued vacation days, payable on or within five the next regularly scheduled paydate following the Effective Date; (5c) days a pro rata portion of the Separation Restricted Shares awarded to Employee pursuant to Restricted Stock Award Agreements between Employee and the Company dated February 5, 2010, March 30, 2011 and March 29, 2012, respectively, as identified on Exhibit A hereto under the column “Number of Restricted Shares To Be Vested Upon Effective Date”, will be deemed to have vested as of the Effective Date (the “Supplemental ReleaseVested Restricted Shares”) and does not revoke it, ). Employee shall sell the Company will provide Employee with Vested Restricted Shares only during the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) day period (the “VRS Sale Period”) beginning on the date of delivery of the Vested Restricted Shares to Employee, which Vested Restricted Shares shall be delivered, within three (3) business days after following the Supplemental Release Effective DateDate (and, for the avoidance of doubt, only if the Agreement has not been revoked in accordance with Section 12(b) of this Agreement), in electronic form via book entry transfer to the account maintained by the Employee’s broker at Depository Trust Company as set forth on Schedule 4.6(c) attached hereto. The Employee may not sell the Vested Restricted Shares following the VRS Sale Period, and any Vested Restricted Shares not sold upon the expiration of the VRS Sale Period shall automatically, and without any further action of the Company, be forfeited. Employee shall (y) notify the Company and the Escrow Agent (as defined below), in writing, of the sale of the Vested Restricted Shares, together with a detailed accounting thereof, on a weekly basis (with such notice and accounting for any sales made during any week (i.e. a period of Monday through Friday) to be delivered to the Company and the Escrow Agent by no later than 5:00 p.m. New York time on Tuesday of the next week) and (z) deliver to L▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP (the “Escrow Agent”) the proceeds from the sale of the Vested Restricted Shares (the “Escrowed Restricted Stock Proceeds”) on a weekly basis (with the proceeds from the sale of any Vested Restricted Shares for the prior week to be delivered to the Escrow Agent no later than Tuesday of the next week); provided, however, the Employee may use the proceeds from the sale of the Vested Restricted Shares to pay the exercise price for some or all of the Vested Options (as defined in Section 4(d) below) in accordance with Section 4(d) below, in which case, Employee shall, within the time period following the sale of the Vested Restricted Shares provided in clauses (y) and (z) of the immediately preceding sentence, (A) notify the Company, in writing, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under to all or the Consolidated Omnibus Budget Reconciliation Action portion of 1985such proceeds which shall be applied on account of the option exercise (which Vested Options shall be exercised solely in accordance with Section 4(d) below) and (B) instead deliver such proceeds to the Company on account of, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separationto be applied against, the Company shall pay option exercise. Except as set forth herein, all other Restricted Shares previously awarded to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) which have not, as of the Separation Date, vested are forfeited. (d) a pro rata portion of the Options granted to Employee pursuant to Stock Option Grant Agreements between Employee and the Company dated February 5, 2010, March 30, 2011 and March 29, 2012, respectively, as identified on Exhibit A hereto under the column “Number of Shares With Respect to Which Option may be Exercised” (the “Vested Options”), may be exercised only during the VRS Sale Period or the VO Sale Period (as defined below), and the shares of Common Stock issuable upon exercise thereof (the “Underlying Vested Option Shares”) may be sold only during the thirty (30) day period following the expiration of the VRS Sale Period (the “VO Sale Period”). Employee may not exercise the Vested Options after the expiration of the VO Sale Period and may only sell the Underlying Vested Option Shares during the VO Sale Period, and any unexercised Vested Options or Underlying Vested Option Shares outstanding upon the expiration of the VO Sale Period shall automatically, and without any further action of the Company, be forfeited. All other Options previously granted to Employee which have not, as of the Separation Date, vested are hereby forfeited by Employee. Employee shall be responsible for paying the full exercise price to the Company, in cash, in connection with any exercise by Employee of the Vested Options. As specified in Section 4(c) above, Employee may use the proceeds from the sale of the Vested Restricted Shares to pay the exercise price for some or all of the Vested Options (the proceeds from the sale of the Vested Restricted Shares that the Employee uses to pay the exercise price of the Vested Options are referred to herein as the “VRS Option Proceeds”). To the extent any additional funds are needed for Employee to pay the full exercise price for the Vested Options being exercised by Employee, Employee shall be responsible for paying such additional amounts to the Company in order to complete the exercise of the Vested Options. By no later than Tuesday of the week immediately following which any Underlying Vested Option Shares were sold by the Employee, Employee shall (y) notify the Company and the Escrow Agent, in writing, of the sale of the Underlying Vested Option Shares for such week, together with a detailed accounting thereof and (z) deliver to the Escrow Agent an amount equal to (the “Escrowed Option Proceeds” and together with the “Escrowed Restricted Stock Proceeds”, the “Escrowed Funds” ) the sum of (1) the proceeds from the sale of the Underlying Vested Option Shares during such week less the exercise price for such Underlying Vested Option Shares sold by the Employee during such week, plus (2) an amount equal to the VRS Option Proceeds. The COBRA coverage benefit terms and conditions of the escrow agreement regarding the Escrowed Funds and the escrow arrangement with the Escrow Agent are set forth on Exhibit B attached hereto, which Exhibit B is fully incorporated herein by reference. The Escrow Agent is an express third party beneficiary of Exhibit B. The Company shall have the power and the right to deduct (including from the Escrowed Funds) or withhold, or require the Employee to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Employee’s FICA and SDI obligations) which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Internal Revenue Code of 1986, as amended, or any other applicable law, rule or regulation with respect to the Vested Restricted Shares and Vested Options and, if the Employee fails to do so, the Company may otherwise refuse to issue or transfer any shares of Common Stock otherwise required to be issued pursuant to this Agreement. Except to the extent provided above, the Restricted Stock Award Agreements and Stock Option Grant Agreements referenced in paragraphs (c) and (d) above shall remain in full force and effect. Employee acknowledges that Employee is not otherwise entitled to receive the payments and benefits set forth in this Section 4 and acknowledges that nothing in this Agreement shall be deemed to be an admission of liability or wrongdoing on the part of Company. Employee agrees that Employee will be paid on a monthly basis until not seek anything further from the earliest of: Released Parties. Employee acknowledges that (i) twelve the Company may, at any at any time prior to the expiration of the VRS or VO Sale Period, as applicable, release information pertaining to the Company and its business (12including its earnings) months after that may have a negative impact on the Separation Date; share price of the Company’s Common Stock (“Company Released Information”) and, as a result, may negatively impact the purchase price that the Employee is able to obtain from the sale of any of the Vested Restricted Shares or Vested Underlying Option Shares and (ii) the date when purchase price from any sale of the Vested Restricted Shares and/or Vested Underlying Option Shares may be limited by the fact that such sales are required to occur during the VRS or VO Sale Period, as applicable. Employee becomes eligible for substantially equivalent health insurance coverage hereby irrevocably waives any and all actions, causes of action, rights or claims, whether known or unknown, contingent or matured, and whether currently existing or hereafter arising, that Employee may have or hereafter acquire against the Released Parties in connection with new employment any way, directly or self-employment; indirectly, arising out of, relating to or resulting from Employee’s sale of the Vested Restricted Shares and the exercise of any Vested Options and the sale of any Vested Underlying Option Shares, including, without limitation, claims (i) relating to the Company’s disclosure of any Company Released Information and the impact of such disclosure on the purchase price Employee is able to obtain from the sale of the Vested Restricted Shares and Vested Underlying Option Shares during the VRS or VO Sale Period, as applicable, (ii) relating to the limited time period during which Employee may sell the Vested Restricted Shares and exercise and sell the Vested Underlying Option Shares, (iii) the date Employee ceases escrow of the Escrowed Funds in accordance with the terms of this Agreement and Exhibit B and (iv) relating to be eligible for COBRA continuation coverage for any reason, including plan termination (such period the market price of the Company’s Common Stock and the purchase price from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month sale of the COBRA Payment PeriodVested Restricted Shares and the Vested Underlying Option Shares. Employee intends to effect, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required maximum extent permitted by law, for the remainder a complete and knowing waiver of the COBRA Payment PeriodEmployee’s rights as set forth in this paragraph.

Consideration. In consideration of Employee’s execution addition to the benefits set forth in Paragraph 1 of this Agreement, and provided that Employee signs for, and in consideration of, the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of covenants, promises and releases by Executive in this Agreement, and subject to compliance with any and all prerequisites expressly set forth herein including without limitation Executive’s continued compliance with the restrictive covenants set forth in the Employment Agreement and Inventions Agreement, and this Agreement becoming effective and irrevocable in accordance with Section 6 below, Company agrees to pay Executive the amounts described herein. Contingent Benefits Following the Separation Date Date. Executive will further receive, commencing immediately following the Separation Date: i. continued payment of Executive’s Base Salary (the “Supplemental Release”subject to applicable tax withholdings) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of for twelve (12) months of Employee’s base salary as of from the Separation Date in the gross amount of $512,500.00Date, subject such amounts to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty accordance with the Company’s normal payroll policies; ii. the actual earned annual cash incentive, if any and as approved by the Board, payable to Executive for the year ended December 31, 2022; iii. reimbursement for premiums paid for continued health benefits for Executive (30and any eligible dependents) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following EmployeeCompany’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis plans until the earliest of: earlier of (i) twelve (12) months after the Separation Date; , payable when such premiums are due (provided Executive validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”)), or (B) the date upon which Executive and Executive’s eligible dependents become covered under similar plans. Executive acknowledges that he will not receive any payment for accrued and unused vacation and waives any right thereto that may exist. Subject to IRC section 409A, the cash incentive described in subsection (ii) above will be paid in a lump sum on the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or later of (iiia) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time on which the Company determines that its makes the final payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month participants of the COBRA Payment Period2022 Management Bonus Plan, a fully taxable cash payment equal to but in no event will be paid later than March 15, 2023, or (b) within seven (7) days following the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder effective date of the COBRA Payment PeriodRelease referenced in Section 7 below. Any amounts above will only be paid following the effective date of the Release referenced in Section 6 below. Executive acknowledges that he will not receive any payment for accrued and unused vacation and waives any right thereto that may exist.

Consideration. In consideration of Employee’s execution of this AgreementProvided Executive timely signs, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) returns, and does not revoke itthis Agreement, the Company will provide Employee him with the following severance benefits: a Severance Payment. following: (a) The Company will pay Employeeprovide Executive with salary continuation at Executive’s Base Salary (as in effect as of the Resignation Date), as severanceless applicable taxes and withholdings, through and including the Resignation Date, (b) Pursuant to Section 5.2(b) of the Employment Agreement, the equivalent Company will provide Executive with continued payment of Executive’s Base Salary (as in effect as of the Resignation Date), payable in accordance with the Company’s payroll policy and less applicable taxes and withholdings, for a period commencing on the Resignation Date and ending on the twelve (12) month anniversary of the Resignation Date; (c) Pursuant to Section 5.2(c) of the Employment Agreement, the Company will provide Executive with reimbursement of the cost of continuation coverage of group health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) for a maximum of twelve (12) months of Employee’s base salary as of following the Separation Resignation Date in to the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely extent Executive elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for such COBRA continuation coverage and is eligible and subject to the terms of the Company’s health plan and applicable law; provided, that such reimbursement shall cease to the extent that the Executive is eligible for health benefits from a new employer; (d) The Company will provide Executive with payment of the Annual Bonus (as such term is defined in Section 4.2 of the Employment Agreement) for the Company’s fiscal year ending September 28, 2024 (the “2024 Fiscal Year”), such amount being payable at the same time and on the same terms the Company pays other executive employees who are eligible for such annual bonus payments. (e) Any vested and/or unvested interests, if any, that Executive may have pursuant to the Company’s Equity Plan (as such term is defined in Section 4.5 of the Employment Agreement) shall be treated in accordance with the terms of such Equity Plan. (f) Executive acknowledges and declares that following these payments, he will be fully compensated for all work performed and time he worked while employed by the Company, and that he is not owed any reasoncompensation, including plan termination (such period wages, salary, payments, bonus, remuneration, benefits or income from the Separation Date through Company except as specifically provided in this Agreement. (g) Executive’s entitlement to receive the earlier payments and benefits described herein-above is expressly contingent upon and subject to Executive’s good and faithful compliance with the terms and conditions of (i)-(iii), this Agreement and his post-employment obligations under the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodEmployment Agreement.

Consideration. In consideration of Employee’s execution Pursuant to the terms of this AgreementAgreement and the Reaffirmation, Executive is receiving certain consideration in exchange for promises by Executive in this Agreement and the Reaffirmation, including but not limited to a release of claims, promise to provide advisory services, and promise to cooperate post-separation from employment, and provided that Employee signs (a) Executive’s employment with the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of Company has not been terminated prior to the Separation Date as a result of voluntary termination by Executive without Good Reason (as defined in the “Supplemental Release”Employment Agreement) and does not revoke it, or involuntary termination by the Company will provide Employee with for Cause (as defined in the following severance benefits: a Severance Payment. The Company will pay EmployeeEmployment Agreement), (b) both this Agreement and the Reaffirmation are timely signed by Executive, returned to the Company, and not revoked as severance, the equivalent set forth in Section 14 of twelve (12) months of Employee’s base salary as this Agreement and Section 9 of the Separation Date Reaffirmation, (c) the Advisory Agreement is signed by Executive at the same time this Agreement is signed by Executive, (d) Executive notifies the Company in the gross amount of $512,500.00writing to ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, subject to standard payroll deductions Senior VP, Human Resources, via email at ▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, that Executive has timely and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued properly elected healthcare insurance continuation coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985COBRA, as amended and (“e) Executive remains eligible for such coverage under COBRA”) for Employee and her covered dependents following Employee’s separation, then the Company shall pay to health insurance provider the full monthly premium directly to the COBRA premiums necessary administrator for Executive to continue Employee’s and Employee’s covered dependents’ health healthcare insurance coverage that is in effect for Employee under COBRA (and her covered dependentsthe “COBRA Payments”) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest earlier of: (i) twelve eighteen (1218) months after following the Separation Date; and (ii) the date when Employee becomes Executive is no longer eligible for substantially equivalent health insurance coverage to receive COBRA continuation coverage. During the period in connection with new employment or self-employment; or (iii) which the date Employee ceases Company is providing the COBRA Payments, Executive shall immediately notify the Company in writing to be eligible for ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Senior VP, Human Resources, via email at ▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, if Executive cancels COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), or is no longer eligible to receive COBRA continuation coverage. The COBRA Payments are hereinafter referred in this Agreement as the “COBRA Payment PeriodConsideration.”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.

Consideration. In consideration of Employee’s execution A. Provided that you have signed and returned this Agreement as set forth below, and have not revoked your signature on this Agreement (as discussed in paragraph 15), and have signed the Reaffirmation at the end of this Agreement, and the Company shall (on behalf of the Releasees) provide you with the following after your termination of employment: (i) Payment of an amount equal to twelve (12) times your monthly base salary (the “Separation Payment”), provided that Employee signs you have not secured another position with the Supplemental Release Company. The Separation Payment shall be paid to you in bi-weekly payments, beginning on the first full payroll period after the termination of Claims attached hereto as Exhibit B on your employment or within five (5) days the expiration of the revocation period set forth in paragraph 15 of this Agreement, whichever is later. Payments of the Separation Date Payment will be made on the Company’s normal payroll cycle in accordance with the Company’s regular payroll practices, and are subject to all statutory deductions required by federal, state and/or local law. Payments will be reported on a tax form W-2. (ii) In the “Supplemental Release”) and does not revoke itevent a prospective employer seeks a reference relating to your employment, you will direct their inquiries to the Company’s Executive Vice President, Chief Administrative & Human Resources Officer, who will provide, or direct a Human Resources designee to provide, only the dates of your employment, the position that you held, your job location, and your compensation as of the Separation Date, and will confirm that it is Company will policy to provide Employee with the following severance benefits: a Severance Payment. only such information. (iii) The Company will pay Employeeyou a lump sum amount equal to the difference between the COBRA coverage premium for the same type of medical, as severancedental and vision coverage (single, the equivalent of twelve (12family or other) months of Employee’s base salary in which you are enrolled as of the Separation Date in and your employee contribution, which represents the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance would allocate for such coverage that is in effect had your coverage remained active for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after months. This payment will be taxable and subject to withholding. You will be responsible for ensuring the Separation Date; timely payment of your COBRA coverage premiums. This payment will be made within sixty days of termination of your employment. (iiiv) The Company will pay you a lump sum Transition Bonus in the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment amount of $100,000 within sixty (60) days of the termination of your employment. B. Even if you choose not to sign this Agreement, or self-employment; or if you sign this Agreement and then revoke your signature (iii) the date Employee ceases to as explained below), you will still be eligible for COBRA continuation coverage for any reason, including plan termination (such period from paid your regular salary through the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoingand your accrued but unused calendar year 2015 PTO, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodany.

Consideration. In consideration of for Employee’s execution of this Confidential Agreement and General Release (“Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke itcompliance with its terms, and in accordance with Section 5(e) of the Company will Employment Agreement, Employer agrees to provide Employee with the following severance benefits: following: (i) A payment to equal (1) any Accrued Current Compensation, (2) an aggregate amount equal to the product of the Executive’s then-current Base Salary, expressed on a per diem basis, multiplied by the number of days measured from the date of separation from service to the Expiration Date, and (3) an aggregate amount equal to the product of Executive’s Target Annual Bonus for 2008 multiplied by two (2), (the amounts payable pursuant to clauses (2) and (3) of this sentence hereinafter referred to collectively as the “Severance Payment. The Company will pay Employee, as severance, the equivalent Compensation”) less applicable income and employment tax withholding payable in substantially equal monthly installments over a period of twelve (12) months months. Notwithstanding the forgoing, the first $460,000 of Employee’s base salary as these monthly installment payments shall be payable to the Executive on the date that this Agreement becomes effective and irrevocable and no additional payment shall be made during the six (6) month period beginning on the date of the Separation Date Executive’s separation from service. The portion of the monthly payments otherwise payable during this six (6) month period shall accrue without interest and shall be made on the first payroll date that is after the end of the six (6) month period. Thereafter, the monthly installment payments shall commence and shall be paid for the remainder of 2008. The remaining portion of the Severance Compensation which would otherwise be payable in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will monthly installments in 2009 shall instead be paid in a single lump sum no later thirty (30) days payment on the first payroll date occurring after the Supplemental Release Effective DateJanuary 1, as defined therein2009. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action For avoidance of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separationdoubt, the Company above referenced payments shall pay to health insurance provider be made in accordance with the full monthly COBRA premiums necessary to continue Employee’s amounts and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid dates set forth on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; Schedule 2, attached hereto. (ii) To the date when extent that the Employee becomes qualifies for, complies with the requirements of and otherwise remains eligible for substantially equivalent continuation of his health care insurance coverage in connection with new employment or self-employment; or (iii) benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the date Employee ceases to be eligible for Employer shall pay the COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through premiums until the earlier of (i)-(iii)A) such time as Employee obtains alternative employment and becomes eligible for health insurance through his new employer and (B) eighteen (18) months following the date of his separation from service. (iii) The vesting period for any unvested options, shares of restricted stock, or other rights to purchase equity securities of the Employer, or its subsidiaries, or respective affiliates (collectively, the “COBRA Payment PeriodAward Shares”). Notwithstanding ) that were previously awarded to Employee pursuant to any Plan shall be accelerated, and any unvested Award Shares awarded to Employee shall become fully vested effective immediately prior to the foregoing, if at any time the Company determines that its payment effective date of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Sectionseparation from service. (iv) In addition, the Company exercise period for Employee to exercise any Award Shares shall pay Employee on be extended one (1) additional year beyond the last day date Employee’s right to exercise would expire absent this Agreement. (v) Employer shall take all steps reasonably available to it to have the Board of each remaining month Directors of the COBRA Payment Period, TerreStar Corporation issue a fully taxable cash payment equal resolution acknowledging Employee’s contributions to the COBRA premium for such month, less applicable federal, state development of Employer and local payroll taxes its affiliates and other withholdings required by law, for the remainder of the COBRA Payment Periodsubsidiaries.

Consideration. In consideration of Employee’s execution of for signing this Separation Agreement, and provided that Employee signs complying with its terms, and in accordance with the Supplemental Release of Claims attached hereto as Exhibit B on or within five terms in the Amended and Restated Employment Agreement (5) days of the Separation Date (the “Supplemental Release”dated December 17, 2007) and does not revoke itthe First Amendment to Amended and Restated Employment Agreement (dated January 30, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee2009), as severancewell as any other applicable Employment Agreements (collectively “Employment Agreement”), The Pantry agrees: a. pursuant to the equivalent of mutual promises contained in this Agreement and the Employment Agreement, to pay to Employee Three Hundred Ten Thousand Dollars and Zero Cents ($310,000.00), in substantially equal installments in accordance with The Pantry’s payroll schedule and practices applicable to Employee immediately prior to the Effective Date, representing twelve (12) months of salary at Employee’s base salary as rate of pay, less lawful deductions, commencing on the first such payroll date after The Pantry’s receipt of an original of this Agreement signed by Employee and the expiration of the Separation Date in revocation period described herein. If Employee accepts employment or a consultancy with another entity or becomes self-employed, then he must notify The Pantry before such employment or consultancy begins and the gross severance payments made pursuant to this Agreement shall be reduced by the amount of $512,500.00, subject compensation to standard payroll deductions and withholdings. This amount will be paid to him in connection with such employment, consultancy or self-employment. If Employee does not notify the Corporation in accordance with this Paragraph 2(a), then its obligation to make further payments of the severance pay pursuant to this Paragraph 2(a) shall cease; b. if Employee properly and timely elects to continue health coverage under The Pantry, Inc.’s Health Benefits Plan in accordance with the continuation requirements of COBRA, The Pantry shall pay to continue Employee’s medical coverage (vision and dental will not be covered by The Pantry, although Employee may elect to continue such coverage at Employee’s own expense) under The Pantry’s medical plan for a single lump sum no later 52-week period following the Effective Date, beginning within thirty (30) business days after the Supplemental Release Effective Datelatter of The Pantry’s receipt of a signed original of this Separation Agreement, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay notification to health insurance provider the full monthly COBRA premiums necessary to continue The Pantry of Employee’s COBRA election and the Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month return of the COBRA Payment Period, a fully taxable cash payment equal paperwork. Payments shall be made by The Pantry directly to the COBRA premium for administrator. Thereafter, Employee shall be entitled to choose to continue such month, less applicable federal, state and local payroll taxes and other withholdings required by law, COBRA coverage for the remainder of the COBRA Payment Periodperiod, at Employee’s own expense. Nothing in this Agreement shall constitute a guarantee of COBRA continuation coverage or benefits. Employee shall be solely responsible for all obligations in electing COBRA continuation coverage and taking all steps necessary to qualify for such coverage; and c. Employee agrees to promptly return to The Pantry any and all amounts received pursuant to this Agreement to the extent The Pantry is entitled or required to recover such amounts by the terms of (i) The Pantry’s Executive Compensation Recoupment Policy or other clawback or recoupment policy, as adopted, amended, implemented, and interpreted by The Pantry from time to time, and/or (ii) Section 954 of the ▇▇▇▇-▇▇▇▇▇ Act (as may be amended) and any applicable rules or regulations promulgated by the Securities Exchange Commission.

Consideration. In consideration of for the releases and covenants by Employee in this ​ Agreement, provided Employee signs and complies with this Agreement, re-executes and reaffirms the covenants and releases in this Agreement on or after Employee’s execution 's Separation Date, and does not exercise the right to revocation under Section 5 of this Agreement, Employee shall receive the following separation benefit(s) ("Separation Package"): (a) Payment of Executive's base annual salary of $400,000 over twelve (12) months. These salary continuation payments will be paid on the Company's regular payroll schedule, subject to standard deductions and provided that Employee signs withholdings, over the Supplemental Release of Claims attached hereto as Exhibit B on or within five twelve (512) days of month period following the Separation Date (Date; provided, however, that no payments will be made prior to the “Supplemental Release”) and does not revoke it60th day following Employee's Separation Date. On the 60th day following the Executive's Separation Date, the Company will provide Employee pay Executive in a lump sum the salary continuation payments the Executive would have received on or prior to such date under the original schedule with the following balance of the cash severance benefits: a Severance Paymentbeing paid as originally scheduled. The Each check will be mailed to Employee at the last known address provided to the Company by Employee. (b) Provided that Employee elects continued coverage under COBRA, the Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly 's COBRA premiums necessary to continue Employee’s 's coverage (including coverage for eligible dependents, if applicable) through the period ("COBRA Premium Period") starting on Employee's Separation Date and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid ending on a monthly basis until the earliest of: to occur of (i) twelve (12) months after following the Separation Date; , (ii) the date when Employee becomes eligible for substantially equivalent group health insurance coverage in connection with through a new employment or self-employmentemployer; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (termination. In the event Employee becomes covered under another employer's group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Employee must immediately notify the Company of such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”)event. Notwithstanding the foregoing, if at any time the Company determines determines, in its sole discretion, that its payment it cannot pay the COBRA Premiums without a substantial risk of COBRA premiums on Employee’s behalf would result in a violation of violating applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company instead shall pay Employee to Employee, on the last first day of each calendar month remaining month of in the COBRA Payment Premium Period, a fully taxable cash payment equal to the applicable COBRA premium premiums for such that month, less subject to applicable federaltax withholdings, state which Employee may, but is not obligated to, use toward the cost of COBRA premiums. (c) The vesting of Employee's stock awards shall be accelerated such that the shares subject to the stock awards that would have vested in the twelve (12) month period following the Separation Date shall be deemed immediately vested and local payroll taxes exercisable as of Employee's last day of employment. Employee understands that the Separation Package is an additional benefit for which Employee is not eligible unless Employee elects to sign, not revoke, and other withholdings required by law, for the remainder of the COBRA Payment Periodreaffirm this Agreement.

Consideration. In As a material inducement to and in consideration of Employee’s execution for Employee entering into this Release, and subject to the terms and conditions of this AgreementRelease, the Severance Plan and provided that the Participation Agreement (as defined below), Company agrees to provide the Employee signs with the Supplemental Release of Claims attached hereto severance benefits set forth under the Chimerix, Inc. Officer Severance Benefit Plan, as Exhibit B on or within five (5) days of the Separation Date amended December 6, 2013 (the “Supplemental ReleaseSeverance Plan”) and does not revoke itthe Participation Agreement under the Severance Plan provided to Employee (the “Participation Agreement”), which are payable upon a Regular Termination (as defined in the Company will provide Employee with Severance Plan) and described in Section 2(a) of the following Participation Agreement. Such severance benefits: a benefits shall be subject to the terms and provisions (including the time and form of and conditions required for full payment) of the Participation Agreement and the Severance PaymentPlan. For clarity, these benefits are as follows: a. The Company will shall pay EmployeeEmployee the gross sum of Five Hundred Eighty Five Thousand, as severanceSix Hundred Twenty Five Dollars ($585,625.00), the equivalent of twelve representing fifteen (1215) months of Employee’s base salary as of the Separation Date Date, as set forth in Section 2(a)(1) of the gross amount of $512,500.00Participation Agreement, which shall be payable in accordance with the Company’s normal payroll schedule over the fifteen (15) month period following the Separation Date, subject to standard payroll deductions the six-(6) month delay described in Section 11 below to avoid adverse tax consequences to Employee in accordance with Section 5 of the Severance Plan and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective DateParticipation Agreement. b. Provided Employee is eligible for, as defined therein. b COBRA. Provided that Employee and timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985elects, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separationCOBRA continuation coverage, the Company shall will pay to health insurance provider the full monthly amount of COBRA premiums necessary as set forth in Section 2(a)(3) of the Participation Agreement, for a period of up to continue Employee’s fifteen (15) total months, subject to the terms of the Participation Agreement and Employee’s covered dependents’ health insurance coverage that is the Severance Plan. c. Employee shall become vested (to the extent not already vested) in effect for Employee (the stock options and her covered dependentsequity compensation awards shown on Exhibit A, pursuant to the terms of Section 2(a)(2) as of the Participation Agreement. Following the Separation Date. The COBRA coverage benefit , Employee shall cease to vest in any further stock options and equity compensation awards and all stock options and equity awards (whether vested or unvested) will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases terminate pursuant to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”)their terms. Notwithstanding the foregoing, if at effective immediately prior to the Separation Date, the post-termination exercise period during which Employee may exercise Employee’s vested stock options following the Separation Date (which, under the terms of such options, is three months following the Separation Date) shall be extended to December 31, 2014, provided that Employee’s rights to exercise Employee’s vested options may terminate prior to such date, in accordance with Employee’s violation of Employee’s obligations under this Release. Employee understands and agrees that the amendment of Employee’s stock options to extend the post-termination exercise period will disqualify, as of the date of this Release, any time options that were previously considered “incentive stock options” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). By executing this Release, Employee consents to this amendment and that Employee has consulted with his tax advisors regarding these tax implications or has knowingly and voluntarily declined to do so. Except to the extent provided in this Section 2(c), the Employee’s options will continue to be subject to the terms and conditions of the equity plans and stock option grant notices and agreements under which they were granted. d. The Company will pay Employee’s attorneys for reasonable attorneys’ fees incurred in connection with their representation of Employee in the review of this Release, up to a maximum of $7,500, upon the Company’s receipt by May 15, 2014 of a written invoice detailing the work performed. e. The Company will use commercially reasonable efforts to maintain an email message responding to Employee’s former Chimerix email address which states that Employee is no longer with the Company determines and provides a contact number to reach him, for a period of one year from the Separation Date. f. Employee acknowledges that its payment he is not eligible for the severance benefits described in this Section 2 in the absence of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month his execution of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state Participation Agreement and local payroll taxes his execution and other withholdings required by law, for the remainder non-revocation of the COBRA Payment Periodthis Release.

Consideration. In consideration If you (a) sign and do not revoke this Agreement (b) comply with the obligations set forth in this Agreement and (c) continue to comply with the restrictive covenants in Paragraph 7 below, then the Company will provide you with the following severance payments and benefits (collectively, the “Consideration”): (i) You will receive continuation of Employeeyour Base Salary in accordance with the Company’s execution regular payroll practices, less all relevant taxes and other withholdings, for a period of this Agreement, and provided that Employee signs eighteen (18) months starting on the Supplemental Release of Claims attached hereto as Exhibit B on or within five first payroll date following the Termination Date. (5ii) days of For the Separation eighteen (18) months following the Termination Date (the “Supplemental ReleaseCoverage Period”) ), if you timely and does not revoke it, properly elect to receive continued health coverage under the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of EmployeeCompany’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage health plan under the Consolidated Omnibus Budget Reconciliation Action Act (“COBRA”), you will receive continued health (including hospitalization, medical, dental, vision, etc.) insurance coverage (“COBRA Coverage”) that is substantially similar in all material respects to the coverage provided to other Company employees as of 1985the Termination Date, provided that you pay to the Company, on a monthly basis, an amount equal to the amount active Company employees pay for such coverage. You agree to promptly notify the Company of your coverage under an alternative health plan upon becoming covered by such alternative plan, at which time your COBRA Coverage may be reduced or eliminated, as applicable, to the extent that continued receipt of COBRA Coverage would result in duplicative benefits. The COBRA continuation coverage period under Section 4980B of the Internal Revenue Code of 1986, as amended (the “COBRACode”) shall run concurrently with the Coverage Period. (iii) You will receive reimbursement for Employee reasonable fees and her covered dependents following Employee’s separation, costs you incur for outplacement services during the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after following the Separation Termination Date; , up to a maximum of $25,000, provided that you submit any requests for reimbursement to the Company within thirty (ii30) days of the date when Employee becomes eligible the expense is incurred. (iv) 424,707 unvested shares of restricted stock you hold pursuant to the Company’s 2016 Omnibus Incentive Compensation Plan will vest as of the Termination Date. All other restricted stock awards, including all performance stock unit awards you hold in the Company that are unvested as of the Termination Date will be terminated and cancelled as of the Termination Date. You agree and acknowledge that the payments described in Section 2 are the final compensation to which you are entitled and you are not owed any other money or compensation for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to services performed. You will not be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time Consideration described in this Paragraph 3 unless the Company determines has received an executed copy of this Agreement, which has not been revoked. You further agree that its payment of COBRA premiums on Employee’s behalf would result the amounts described in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to Section 3 are the full consideration for this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment Agreement and are equal to or exceed the COBRA premium for such monthseverance benefits described in the Severance Agreement and are equal to or exceed any benefits, less applicable federalcompensation, state and local payroll taxes and or other withholdings required by law, for the remainder financial consideration to which Employee would be entitled absent his signing of the COBRA Payment Periodthis Agreement.

Consideration. (a) In consideration of for Employee’s execution of this Agreement, agreement and compliance with the commitments herein and provided that Employee signs this Confidential Separation Agreement and General Release (the Supplemental Release “Agreement”) has not been revoked by Employee, CoStar agrees that pursuant to Section 7(a) of Claims attached hereto the Employment Agreement, dated April 24, 1998, as Exhibit B on or within five amended (5) days of the “Employment Agreement’), between CoStar and Employee, for a period from the Separation Date (the “Supplemental Release”) and does not revoke ituntil January 5, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company 2006, CoStar will pay Employee’s current base salary of $7,036.38 bi-weekly in accordance with the normal payroll practices of CoStar then in effect, as severanceand subject to all federal, the equivalent of twelve state and local taxes and withholdings and any other required withholdings. (12b) months of CoStar further agrees that, in consideration for Employee’s base salary as agreement and commitments herein and provided that this Agreement has not been revoked by Employee, CoStar will (i) pay Employee a pro rata annual bonus for the year ending December 31, 2005 in the amount of $46,650.00, subject to federal, state and local taxes and withholdings and any other required withholdings, within twenty (20) days from the Termination Date (provided that this Agreement has not been revoked); and (ii) reimburse Employee for his reasonable and necessary business related expenses for which Employee incurred prior to the Separation Date in the gross amount of $512,500.00, subject and which Employee submits to standard payroll deductions and withholdings. This amount will be paid in CoStar a single lump sum no later properly completed expense report within thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of from the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until . (c) CoStar further agrees that, in consideration for Employee’s agreement and commitments herein and provided that this Agreement has not been revoked by Employee, pursuant to Section 7(a) of the earliest of: (i) Employment Agreement, all of Employee’s unvested options due to vest within the twelve (12) months after month period following the Separation Termination Date shall vest on the Termination Date; . CoStar and Employee acknowledge that Employee shall have ninety (ii90) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period days from the Separation Termination Date through the earlier of to exercise any options granted to Employee under CoStar Group, Inc.’s 1998 Stock Incentive Plan. (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on d) In consideration for Employee’s behalf would result in a violation of applicable lawagreement and commitments herein and provided that this Agreement has not been revoked by Employee, CoStar agrees to continue providing Employee with access to CoStar’s employee health and benefit plans then in lieu of paying COBRA premiums pursuant effect to this Sectionthe Termination Date, the Company shall and subject to any and all required withholdings and employee contributions. (e) CoStar further agrees that, in consideration for Employee’s agreement and commitments herein, CoStar will pay Employee on the last day of each remaining month for his properly accrued and unused vacation time, less all lawful withholdings. (f) In consideration for Employer’s agreements and commitments herein, from time to time prior to January 5, 2006, Employee agrees to make himself available by telephone and, upon mutual agreement of the COBRA Payment Periodparties, a fully taxable cash payment equal in person, to the COBRA premium render consulting services and respond to future reasonable inquiries or requests for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodassistance from CoStar (or its successors) related to matters arising during Employee’s employment with CoStar.

Consideration. In I understand that in consideration of Employee’s for my execution of this AgreementRelease, Company agrees to: (a) pay me an amount equal to one year of my annual Base Salary ($475,000), less applicable deductions and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke itwithholdings, the Company will provide Employee with the following severance benefits: payable in equal installments over a Severance Payment. The Company will pay Employee, as severance, the equivalent period of twelve (12) months of Employeemonths, in accordance with the Company’s base salary as regular payroll practices, commencing on the Company’s next regular payroll date following the expiration of the Separation Effective Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee in Section 15 herein); and (b) provided I timely elects continued and properly elect COBRA continuation coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985Company’s group medical insurance plans, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separationCompany will continue to subsidize my coverage in such plan(s), the Company shall pay at no cost to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis me, until the earliest of: earlier of (i) twelve (12) months after the Separation DateJanuary 31, 2023; (ii) the date when Employee becomes eligible for substantially equivalent I become covered under another employer’s health insurance coverage in connection with new employment plan or self-employmentMedicare; or (iii) the date Employee ceases to be eligible for expiration of the maximum COBRA continuation coverage period for any reason, including plan termination which I am eligible under law (such period from the Separation Date through the earlier of (i)-(iii)together, the “COBRA Payment PeriodSeverance Benefits”). Notwithstanding the foregoing, if it is understood and agreed that (x) no payment shall be made or begin before the Effective Date of this Release; and (y) at any time the Company determines that its payment end of COBRA premiums on Employee’s behalf would result the period set forth in a violation of applicable law(b) above, then in lieu of paying COBRA premiums I shall be eligible to continue coverage, pursuant to COBRA, and shall be responsible for the entire COBRA premium(s) for the entirety of the applicable COBRA continuation period. It is further understood that, should I decline to sign this SectionRelease, I will still be eligible to continue participation in any of the Company shall pay Employee Company’s group insurance plans in which I am enrolled pursuant to COBRA at my own expense. I acknowledge that I will not accrue or earn any additional or supplemental benefits of any kind by virtue of any of the Severance Benefits described above. I acknowledge that, in the absence of my execution of this Release, I would not otherwise be entitled to these Severance Benefits. I further acknowledge that, upon receipt of my final paycheck on the last day Company’s next regular payroll date, and the Severance Benefits, I have received all wages and employment benefits due to me through the Termination Date, and I understand that, except as specifically provided in this Release, I am not entitled to any other payments for salary, severance, notice, vacations, holidays, sick leave, paid time off, compensatory time or other benefits of each remaining month any kind or to any other form or kind of the COBRA Payment Periodpayment, a fully taxable cash payment equal allowance or compensation, including but not limited to the COBRA premium for such month, less applicable federal, state short-term and local payroll taxes long-term disability insurance or benefits and other withholdings required by law, for the remainder of the COBRA Payment Periodlife insurance coverage.

Consideration. In consideration of Employee’s execution of for signing this Agreement, General Release and Separation Agreement and complying with the promises made in it and further provided that Employee signs this General Release and Separation Agreement and does not exercise her right to revoke any portion of it as set forth in Paragraph 6 below, and further conditioned upon Employee’s ongoing compliance with and performance of all of her commitments in this General Release and Separation Agreement (including under Paragraph 7) and any agreement identified in Paragraph 17, Employer agrees to provide Employee the Supplemental Release following severance benefits (collectively, the “Severance Benefits”): a. Employer shall pay Employee severance pay in the amount of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date $131,968.63, less applicable withholdings and deductions (the “Supplemental ReleaseSeverance Pay”) and does not revoke it), the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will which shall be paid in substantially equal installments on a single lump sum no later thirty (30) days after semi-monthly basis, beginning on the Supplemental Release Effective Datefirst payroll date following the expiration of the Rescission Period and ending on December 31, as defined therein. b COBRA. Provided 2020. b. Employer shall pay on Employee’s behalf the Employer portion of the premium for health insurance through December 31, 2020; provided that Employee timely elects continued continuation coverage under COBRA. c. Employer shall accelerate the Consolidated Omnibus Budget Reconciliation Action vesting of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, options to purchase 30,011 shares of common stock of the Company shall pay to health insurance provider and 22,499 restricted stock units (the full monthly COBRA premiums necessary to continue Employee’s “Accelerated Equity Awards”), such that they will be fully vested and Employee’s covered dependents’ health insurance coverage that is in effect for Employee exercisable (and her covered dependentsif options) or issued (if restricted stock units) as of the Separation business day immediately following the expiration of the Rescission Period (the “Vesting Date”). From the Vesting Date, Employee shall have until November 8, 2020 to exercise any vested options that she holds, including those that are part of the Accelerated Equity Awards. The COBRA coverage benefit Accelerated Equity Awards are identified on Exhibit A. Employee further confirms that all other unvested stock options and restricted stock units granted to her during her employment are forfeited as of the Last Day of Employment. d. Employer pay on Employee’s behalf all rent and utilities on Employee’s Texas apartment after the Last Day of Employment through the remaining lease term; provided that Employee cancels all non-essential utilities and vacates the property no later than October 31, 2020. Employee acknowledges that Employer will negotiate a early termination of the lease and agrees to cooperate with Employer in obtaining such earlier negotiation of the lease. e. Employer will reimburse Employee for her documented moving expenses related to relocating from your Texas residence (the “Moving Expenses”), in an amount not to exceed $20,000. The Moving Expenses will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when December 31, 2020, provided that Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases has provided to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier Employer an executed release of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, claims for the remainder period August 11, 2020 through December 31, 2020 in the form of the COBRA Payment PeriodExhibit B and submitted copies of receipts in accordance with Employer’s expense reimbursement policy.

Consideration. In consideration of for Employee’s execution and compliance with the terms of this Agreement, including the waiver and provided that Employee signs release of claims in Paragraph 3, the Supplemental Release of Claims attached hereto as Exhibit B on or within five Company agrees to provide the following: (5a) days of In addition to Employee’s regular compensation and Employee’s entire 2021 vacation pay, less applicable taxes and withholdings, which shall be paid/used through the Separation Date (the “Supplemental Release”) and does not revoke itDate, the Company will provide Employee with with: (i) $2,000,000.00, payable through the following severance benefits: a Severance Payment. The Company’s regular payroll in semi-monthly, substantially equal installments of $83,333.33, less applicable taxes and withholdings, through July 2, 2022 (the “Pay-Through Date”); and (ii) $24,329.61, substantially representing what the Company will pay Employee, as severance, the equivalent of twelve (12) months would have otherwise paid for its share of Employee’s base salary medical insurance premiums if Employee was employed through the Pay-Through Date and enrolled through such date in the same medical coverage (whether Employee alone or in combination with family members) that Employee was enrolled in as of the Separation Date in the gross amount of $512,500.00Date, subject to standard payroll deductions less applicable taxes and withholdings. This amount will be paid , payable in a single lump sum no later thirty payment together with the first installment payment of wage replacement described above in sub-Paragraph 2(a)(i). (30b) days Payment of/entitlement to the consideration described above in sub-Paragraphs 2(a)(i)-(ii) (collectively hereinafter, “Consideration”) will commence on the first regularly scheduled pay date of the Company after the Supplemental Release Effective Dateexpiration of the Revocation Period, as defined thereinset out in the paragraph titled “Provisions Required by the Age Discrimination in Employment Act/Older Worker Benefits Protection Act” below. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”Notwithstanding sub-Paragraph 2(a) for Employee and her covered dependents following Employee’s separationabove, the Company reserves the right to pay any or all of the Consideration described above in a lump sum on the first such regularly scheduled pay date of the Company. Employee shall pay to health insurance provider the full monthly COBRA premiums necessary receive, under separate cover, information concerning rights to continue Employee’s participation in any Company-sponsored group insurance plan to the extent permitted by, and in accordance with, COBRA. Employee’s covered dependents’ health insurance coverage benefits in all other Company-sponsored benefit plans shall terminate in accordance with the eligibility requirements of such plans except as otherwise specified in this Agreement. (c) Employee understands, acknowledges, and agrees that the Consideration described above exceeds what he/she is otherwise entitled to receive upon separation from employment, and that the Consideration described above is being paid is in effect exchange for executing this Agreement. Employee (further acknowledges and agrees that upon his/her covered dependents) receipt of regular compensation and used 2021 vacation pay through the Separation Date, along with the Consideration being paid pursuant to this Agreement, the Company will have paid Employee all compensation due and owing to Employee related to any employment relationship between Employee and the Company, including, without limitation, all salary, pay, commissions, stock grants, LTI compensation, bonuses, vacation pay, and paid time-off. Employee is not entitled to any accelerated vesting of restricted stock that was or could have been awarded to Employee during the employment relationship with the Company. Further, as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until , Employee is no longer an employee of the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases Company and may under no circumstance represent him/herself to be eligible for COBRA continuation coverage for in any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in way connected with or a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month representative of the COBRA Payment PeriodCompany. Accordingly, a fully taxable cash payment equal Employee specifically agrees to promptly update any and all social media accounts that Employee accesses, uses, or maintains to reflect the COBRA premium for such monthfact that Employee is no longer employed by the Company. For purposes of this paragraph, less applicable federalsocial media accounts include but are not limited to Facebook, state Instagram, LinkedIn, Twitter, and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.Four Square

Consideration. In consideration of Employee’s execution of for the provisions set forth in this Agreement, once this Agreement has become legally effective by reason of the expiration of the revocation period set forth in paragraph 16 below, and provided further that Employee signs Debney complies with his continuing obligations under this Agreement and the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke itEmployment Agreement, the Company will provide Employee with the following pay Debney severance benefits: a Severance Payment. pay and other benefits (hereinafter referred to as “Separation Obligations”) as follows: (a) The Company will pay Employee, as severance, Debney the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in 83,333 per month for a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action period of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Termination Date as severance pay, subject to legally required deductions for wages in accordance with the Company’s normal payroll practice; (b) The Company will provide reimbursement for Debney’s cost to maintain coverage under the Company’s group medical plans pursuant to COBRA for a period of twelve (12) months after the Termination Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to , after which Debney will be eligible for COBRA continuation coverage fully responsible for any reason, including plan termination remaining COBRA payments (such period c) The Company will continue the payment of premiums required to maintain Debney’s Company-provided life insurance as of the Termination Date in the amount of $5.0 million from the Separation Date through Company for a period of twelve (12) months after the Termination Date, or in the alternative if such life insurance cannot be maintained to reimburse Debney for the amount of premiums that would otherwise be payable to the insurer so that Debney can either convert the coverage to an individual policy or buy other insurance. Debney shall be solely responsible for obtaining coverage and shall assume all obligation for premium payments except as set forth herein. The Company agrees to cooperate with Debney’s efforts to convert or buy other insurance should Debney decide to do so. (d) The Company will make a lump sum payment of Five Thousand Dollars ($5000) to reimburse Debney for the costs of moving expenses to move his personal property out of the Company’s offices. (e) The Company will extend the exercise date for Debney’s exercise of his options to purchase 160,667 shares of the Company’s Common Stock at the price of $8.89 per share under the Company’s 2013 Incentive Stock Plan (which would otherwise expire 30 days after the Termination Date) to the earlier of July 31, 2020 or the day prior to the Effective Date of the Company’s planned separation of its outdoor products and accessories business from the Company’s firearm business (i)-(iii), hereinafter referred to as the “COBRA Payment PeriodSpin-Off”). Notwithstanding the foregoing, if at any time the . (f) The Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month will vest Debney as of the COBRA Payment Period, a fully taxable cash payment equal Termination Date in 44,731 of his currently unvested RSU’s subject to the COBRA premium for such monthsame delivery procedures applicable to Debney’s currently vested RSUs except there will be no one-year hold requirement, less applicable federalprovided that all other unvested RSUs shall be terminated and of no effect. All vested RSUs that remain undelivered will be delivered in accordance with the usual delivery procedures. Debney agrees that the Separation Obligations that are not available to employees who resign their positions, state together with the Company’s other promises and local payroll taxes and other withholdings required by law, obligations under this Agreement are sufficient for the remainder of the COBRA Payment Periodrelease, obligations and covenants contained in this Agreement.

Consideration. In consideration of Employee’s execution accordance with the terms of this Agreement, and provided that Employee signs I sign and do not revoke this Agreement within the Supplemental Release deadlines set forth herein, I will be entitled to receipt of Claims attached hereto a cash payment of $15,833.33 (the “Cash Severance”), paid on the Company’s regular payroll schedule after the Company receives the executed release and the revocation period provided for below has expired and subject to applicable deductions. In addition, as Exhibit B of the Separation Date, I agree to enter into a Consulting Agreement with the Company, in a form mutually acceptable to me and the Company, pursuant to which I will provide transitional consulting services to the Company (the “Consulting Agreement”). In addition, I agree and acknowledge that, as of the Separation Date, I hold the following options to purchase common stock of the Company (the “Stock Options”): In accordance with the terms of my applicable stock option agreements issued to me, all unvested Stock Options would be forfeited on or within five the Separation Date, absent the execution and effectiveness of this Agreement and entry into, and performance in accordance with, the Consulting Agreement. I agree and acknowledge that, during the term of my Consulting Agreement, my unvested Stock Options shall continue to vest and be exercisable in accordance with their terms, and that, in accordance with the terms of my Consulting Agreement, effective immediately upon the Termination Date under the Consulting Agreement, provided such Consulting Agreement was not terminated by the Company prior to the end of the stated term due to my breach thereof, all of my unvested Stock Options shall fully vest, and all of my Stock Options will be exercisable for a period of three (53) days of years following the Separation Date (the “Supplemental ReleaseOption Vesting Acceleration and Extended Exercise”) ). In addition, in accordance with the stock purchase agreements entered into between me and does not revoke it, the Company will provide Employee with governing the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent vesting terms of twelve (12) months my 20,000 shares of Employee’s base salary as restricted common stock of the Separation Date in the gross amount of $512,500.00Company currently vesting on April 7, 2019, subject to standard payroll deductions the terms and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after conditions of the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Consulting Agreement (“COBRAUnvested Stock”) for Employee and her covered dependents following Employee’s separation), the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of all Unvested Stock would be forfeited on the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until , absent the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage execution and effectiveness of this Agreement and entry into, and performance in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii)accordance with, the Consulting Agreement. I agree and acknowledge that, during the term of my Consulting Agreement, my Unvested Stock shall continue to vest in accordance with the terms of the applicable stock purchase agreement, and that, in accordance with the terms of my Consulting Agreement, effective immediately upon the Termination Date under the Consulting Agreement, provided such Consulting Agreement was not terminated by the Company prior to the end of the stated term due to my breach thereof, all of my Unvested Stock shall fully vest (the “COBRA Payment PeriodStock Vesting”). Notwithstanding the foregoingI acknowledge and agree that I have no other options, if at any time unvested stock or other rights to purchase stock in the Company determines that its payment other than the rights to purchase shares subject to the Stock Options and the Unvested Stock detailed above. In addition, subject to the effectiveness of COBRA premiums on Employee’s behalf would result in a violation this Agreement, I shall be entitled to retain ownership and possession of applicable lawone (1) Lenovo Thinkpad laptop issued to me by the Company (the “Laptop Benefit”). The Cash Severance, then in lieu of paying COBRA premiums pursuant to this Sectionentry into the Consulting Agreement, the potential Option Vesting Acceleration and Extended Exercise, the potential Stock Vesting, and the Laptop Benefit shall collectively be referred to as the “Severance Benefits.” I agree that the Severance Benefits are something of value and that I am not already entitled to these additional benefits and compensation. I understand and agree that the Severance Benefits to be paid under this Agreement are due solely from the Company shall and that Insperity PEO Services, L.P. (“Insperity”) has no obligation to pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash Severance Benefits even though payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodmay be processed through Insperity.

Consideration. In consideration for the release in paragraph 3 below as well as Executive’s adherence to the continuing covenants in this Agreement and those set forth in Section 8 of Employeethe Employment Agreement, and in full satisfaction of all final payments due Executive from GEO under the Amended and Restated Executive Retirement Agreement between Executive and GEO, dated February 26, 2020 (“the Retirement Agreement”) or otherwise, and following both: (i) the Executive’s execution signing of this Agreement; and (ii) expiration of the Revocation Period set forth in paragraph 24 below, and provided that Employee signs the Supplemental Release of Claims Parties agree: (a) to enter into the Executive Chairman Employment Agreement attached hereto as Exhibit B on or “1” and incorporated herein by reference and made a part hereof (the “Executive Chairman Agreement”); (b) within five ten (510) days GEO shall pay Executive payments in the amount of $5,851,555_________ (less any applicable taxes and withholdings), which represents the sum of two (2) years of Executive’s base annualized salary and two (2) time the Executive’s current target bonus under GEO’s Senior Management Performance Award Plan; (c) GEO shall vest any unvested stock options, and restricted stock at date of Separation, provided however, that any restricted stock that is still subject to performance based vesting at the time of such termination shall vest at such time the performance goals are met if Zoley is still providing services to GEO under the Executive Chairman Agreement (the “Accelerated Vesting”); (d) in the event Executive timely elects and remains eligible under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) to continue and maintain health insurance coverage under GEO’s health insurance benefits plan, pay Executive’s premiums under COBRA for the continuation of Executive’s health insurance coverage and of his any covered dependents (and if applicable, his beneficiaries) under the GEO’s health insurance plan at the level in effect on the Separation Date for the duration of the Executive’s eligibility for COBRA (eighteen (18) months), and thereafter, GEO shall reimburse Executive for the cost of health insurance at the same level for a period of eight and a half (81⁄2) years, for a total benefit of ten (10) years of health insurance coverage following the Separation Date (the “Supplemental ReleaseHealth Benefit”); (e) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve within ten (1210) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount days Executive will be paid all accrued dividends on his unvested shares of restricted stock; and (f) GEO shall provide Executive the fringe benefits listed in Exhibit “A” of this Agreement for a single lump sum no later thirty duration of ten (3010) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended years thereafter (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment PeriodFringe Benefits”). Notwithstanding the foregoing, if at any time the Company determines that its payment For purposes of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this SectionAgreement, the Company Payment, the Accelerated Vesting, the Health Benefit, and the Fringe Benefits shall pay Employee on collectively be referred to as the last day of each remaining month “Termination Payments.” If the Executive should die during the 10-year period following expiration of the COBRA Payment Revocation Period, a fully taxable cash payment equal GEO shall continue to provide the Health Benefit and Fringe Benefits to Executive’s covered dependents under the same terms as the benefits were being provided to Executive prior to his death and, to the COBRA premium for such monthextent applicable, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.to Executive’s estate. Executive’s Initials GZ 1 GEO’s Initials RG

Consideration. A. In consideration of for Employee’s promises, covenants, agreements, and releases set forth in this Agreement, Employer agrees that beginning on the next regular payroll date following Triggering Termination Date, subject to Employee’s execution of this Agreement and the expiration of the revocation period described in Section 8.C. of this Agreement, and provided that Employer shall continue to pay Employee signs the Supplemental Release of Claims attached hereto as Exhibit B his biweekly wages based on or within five (5) days of the Separation Date his current annualized salary in accordance with Employer’s normal payroll periods (the “Supplemental ReleaseSalary Continuation Payments”) and does not revoke itthrough March 15, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended 2016 (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Termination Benefits Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant The Salary Continuation Payments made to this Section, the Company Employee shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal be subject to the COBRA premium for such month, less applicable federal, state and local payroll taxes tax and other withholdings required withholdings. While receiving the Salary Continuation Payments, should Employee secure any employment or self-employment arrangement, including a consulting arrangement, then the Termination Benefits Period shall end and the Salary Continuation Payments will discontinue as of date Employee secures such employment or self-employment arrangement, and Employer shall pay the remaining amount of the Salary Continuation Payments in lump sum to Employee. Employee understands and acknowledges that despite receiving the Salary Continuation Payments, Employee shall not be required to perform any job related duties. B. Employer will pay Employee a severance payment equal to the sum of ten months of Employee’s current salary in the amount of $264,166.66 plus an additional amount of $75,000 (collectively, the “Lump Sum Severance Payment”) in a single cash lump sum payment on March 15, 2016. The Lump Sum Severance Payment made to Employee will be subject to federal, state and local tax and other required withholdings, including pursuant to Section 2.D.(i) hereof as applicable. C. Employee will be granted a dues free recallable membership (the “Membership”) at a club selected by lawEmployee (the “Club”) with “Signature Gold Golf” privileges, as the same may change from time-to-time for a period of five years from the Triggering Termination Date. The initiation deposit/fee will be waived for the Club. There shall be no other discounts associated with the Membership and Employee shall not be permitted to otherwise upgrade the Membership. Employee may not transfer, sell, pledge or encumber the Membership; provided, however, Employee may transfer the Membership from the Club to another club owned and operated by Employer, or an affiliate thereof, once during the five year term of the Membership. Employee must abide by all rules, regulations, and policies and otherwise pay all charges in a timely manner with the understanding that Employer or Club may terminate Employee’s Membership without the need for any grievance committee hearing in the event Employee does not abide by such requirements. The Membership may be recalled if the Employer (or an affiliate of the Employer) no longer owns the Club, at which time the new owner of the Employer or the Club (as applicable) shall be entitled to charge Employee the then current dues (subject to any periodic increases charged to other members of the Club); provided, however, Employee may transfer the Membership from the Club to another club owned and operated by Employer, or an affiliate thereof, if Employee has not already done so. D. Employee shall become vested in any equity-based awards for which the applicable vesting conditions are satisfied prior to the earlier of March 15, 2016, and the date on which the Termination Benefits Period ends, and shall otherwise become vested in all the remaining unvested Restricted Shares (as defined in the Stock Plan) on the earlier of March 15, 2016 and the date on which the Termination Benefits Period ends, in each case issued to Employee under the Amended and Restated 2012 ClubCorp Holdings, Inc. Stock Award Plan (the "Stock Plan"). Employee acknowledges and agrees that upon the vesting of any such equity-based awards, Employee will be treated as having received compensation income, which will be subject to withholding by Employer and reported on a Form W-2 for the 2016 tax year. Upon any applicable vesting date, Employee shall elect to either permit Employer to (i) deduct the amount of Employee’s withholding liability from any amounts then payable to Employee, including the Lump Sum Severance Payment, and immediately remit any balance owed by Employee or (ii) forfeit a portion of the shares received upon such vesting to satisfy Employee’s withholding liability and immediately remit any balance owed by Employee to cover a fractional share amount; should Employee fail to timely make such election, Employer shall satisfy Employee’s withholding liability under Section 2.D.(ii). Except as otherwise set forth herein, any other unvested equity held by Employee as of the earlier of March 15, 2016 and the date on which the Termination Benefits Period ends shall be forfeited on such date in accordance with the terms of the Stock Plan. All grants made under the Stock Plan shall otherwise continue to be subject to the terms and conditions of the Stock Plan and ClubCorp Holdings, Inc.’s security trading policy (the “Policy”), and Employee agrees that he may not buy, sell or otherwise transfer any shares, whether issued to Employee under the Stock Plan or otherwise, during the six (6) months following the Triggering Termination Date, except during “Window Periods” as defined in the Policy after requesting and receiving pre-clearance from the General Counsel of ClubCorp Holdings, Inc. as required under the Policy. E. Employee will remain eligible to receive an incentive payment under the 2015 Short Term Incentive Plan, subject to the terms of the 2015 Short Term Incentive Plan previously acknowledged by Employee, with any discretionary amount being determined by the Employer’s President. F. Employee shall receive additional consideration in the amount of $10,000.00, subject to federal, state and local tax and other required withholdings, for the remainder reimbursement of the COBRA Payment Periodhis expenses incurred in commuting from his primary residence in Wisconsin to Employer’s corporate office in Texas.

Consideration. In consideration for and subject to the releases and other covenants of Employee’s execution Executive set forth in this Agreement, after the Effective Date as defined below in Paragraphs 8(g) of this Agreement, the Company agrees to provide Executive the following payments and benefits as provided that Employee signs in the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date Employment Agreement (the “Supplemental ReleaseSeverance Benefits”). These payments shall begin on the first regularly scheduled payroll date following January 7, 2016, or the Effective Date, whichever is later: (a) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date Payment in the gross amount of $512,500.00297,917 (which equals 13 months of Executive’s base salary rate as in effect at the Termination Date), subject to standard all legally required withholdings and payable in installments in accordance with the Company’s normal payroll deductions schedule and withholdingspayroll practices in effect from time to time, on a biweekly basis (the “Severance Period”). This Executive agrees that such payments will be issued by the Company via direct deposit, and that if Executive’s bank account information changes at any time, Executive will notify the Company in writing and confirm receipt of such notice. Executive understands that any change in bank account information may cause delay in direct deposit of any Severance Benefits. (b) The Company will provide Executive with a one-time payment in the amount of $11,936.07 (which includes applicable tax gross-up), less all applicable withholdings and deductions, to help defray costs incurred for medical insurance whether Executive obtains coverage through his spouse, elects coverage under the provisions of Section 4980 of the Internal Revenue Code of 1986 (“COBRA”), or obtains coverage through the State or Federal Health Insurance Marketplaces, known as the “Exchanges”. Executive understands that obtaining medical insurance coverage through these means will be solely his responsibility. (c) Executive acknowledges that the Employment Agreement provides that it is solely within the Board’s discretion to determine if it will accelerate the vesting of the balance, or some lesser portion of, Executive’s stock options and restricted share units. In addition, while not required to do so, it is within the Board’s discretion to extend the post-termination exercise period of Executive’s stock options. Executive understands that the Board has exercised its discretion and the Company agrees, subject to Executive’s compliance and execution of this Agreement, to accelerate, effective as of the Termination Date, the vesting of the unvested portions of the stock options and restricted share units and to extend the post-termination exercise period of the stock options, all as identified in Exhibit B attached to this Agreement. Subject to the foregoing, upon the Termination Date, Executive will be vested in a total of 46,762 stock options and 15,595 restricted share units on December 18, 2015, subject to the applicable award agreement(s). Executive acknowledges that, as of the Termination Date, Executive is entitled to only those interests in the equity securities of the Company described in Exhibit B attached to this Agreement, subject to this paragraph and the terms of the applicable award agreements, including satisfaction of the Tax Obligations described in such agreements (by way of the Company’s sell to cover program), and but for this Agreement, Executive would not otherwise be entitled to any accelerated vesting of the unvested portions of his stock options and restricted share units. Notwithstanding the previous, the Company agrees and accepts that Executive will satisfy his tax obligations by way of the Company’s sell to cover program, and the Company will facilitate such process. (d) Payment of a discretionary, prorated Annual Bonus consistent with Paragraph 4(b)(ii)(C) of Executive’s Employment Agreement, in the amount of $87,970, less applicable withholdings and deductions, to be paid in a single lump sum no later thirty (30) days on the first payroll date after the Supplemental Release Effective DateDate or January 7, as defined therein2016, whichever is later. (e) Outplacement services and support for a maximum period of six (6) months through Syntesis Global. b COBRA. Provided that Employee timely elects continued coverage under Executive’s eligibility for outplacement services shall commence on the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as date of the Separation Dateexecution of this Agreement, but in no circumstance shall such services and support extend beyond December 31, 2016. The COBRA coverage Executive acknowledges that this benefit will be paid on a monthly basis until cease in the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with event that Executive accepts new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines Executive acknowledges and understands that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings Severance Benefit is not required by law, for the remainder of Employment Agreement and is subject to Executive complying with the COBRA Payment Periodpromises herein. Executive acknowledges that Severance Benefits constitute consideration to which he would not otherwise be entitled.

Consideration. In Provided that Employee does not revoke this Separation Agreement prior to the Effective Date (as defined in Section 7(h)(v) below), the Company agrees to pay Employee as new consideration to which Employee is not otherwise entitled severance pay and other benefits, including accelerated vesting and an extension of the exercise period on Employee’s execution of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date outstanding options (the “Supplemental ReleaseSeverance Benefits”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment). The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as Severance Benefits consist of the Separation Date in following: (a) the gross amount of fifty thousand and no/100 dollars ($512,500.0050,000.00), subject to standard appropriate tax and other applicable withholding, to be paid within ninety (90) days following the Effective Date of this Separation Agreement by a wire transfer to an account designated by Employee to the Company in advance This amount will be reported to the Internal Revenue Service (“IRS”) and other appropriate taxing authorities on Form W-2 (or other appropriate forms); (b) the gross amount of two hundred thirty-five thousand and no/100 dollars ($235,000.00), subject to appropriate tax and other applicable withholding, to be paid in twenty-six (26) equal amounts of nine thousand thirty-eight and 46/100 dollars ($9,038.46) in accordance with the Company’s normal payroll deductions and withholdingsprocedures, beginning with the first Company payroll period following the Effective Date of this Separation Agreement. This amount will be reported to the IRS and other appropriate taxing authorities on Form W-2 (or other appropriate forms; (c) All of Employee's options that are unvested as of the Effective Date shall accelerate and become fully vested as of the Effective Date and the right to exercise the vested options shall be extended through the date six (6) months following the Termination Date on all of Employee’s outstanding options that were granted prior to the Termination Date; (d) There is a good faith dispute between Employee and the Company as to how much, if any, additional accrued vacation pay remains owed to Employee. Company will pay Employee the gross amount of ten thousand and no/100 dollars ($10,00.00), subject to appropriate tax and other applicable withholding, to be paid within twenty (20) days following the Effective Date of this Separation Agreement by a wire transfer to an account designated by Employee to the Company in advance. This amount will be reported to the IRS and other appropriate taxing authorities on Form W-2 (or other appropriate forms); (e) It is the intent of the parties that the benefits provided under this Separation Agreement and the Consulting Agreement, including all severance payments and all other cash, equity, and other benefits, shall not be deferred compensation arrangements under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), or comply with the requirements of Sections 409A. The parties agree to take all reasonably necessary steps to have such benefits not be deferred compensation arrangements under Section 409A. . With respect to the time period within which Employee may exercise any outstanding stock options to acquire Company common stock, the parties agree to avoid the imposition of Section 409A as follows: (1) with respect to options that have been issued to Executive prior to Employees Termination Date to acquire Company common stock, Employee shall exercise such options, if at all, by the earlier of (i) the end of its original maximum contractual term, or (ii) six (6) months from the Termination Date. For purposes of Section 409A, each payment made under this Separation Agreement shall be designated as a “separate payment” within the meaning of Section 409A. Notwithstanding the provisions of Section 1(d) and the foregoing provisions of this Section, if Employee is a “specified employee,” within the meaning of Section 409A, as of the Termination Date, then any benefits payable to Employee under Section 1 that may be considered deferred compensation under Section 409A and would otherwise be payable to Employee within six (6) months following Employee’s Termination Date shall instead be paid to Employee in a single lump sum no later thirty on the date that is six (306) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended months and one (“COBRA”1) for Employee and her covered dependents day following Employee’s separationTermination Date. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year, (y) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. (f) In reference to all amounts and transactions under this Separation Agreement, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage issue and/or file documents that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time are legally required and/or the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, good faith believes may be required by the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes IRS and other withholdings appropriate taxing authorities. These actions may include, but are not limited to, issuing Employee appropriate Forms W-2 and/or 1099, or other documentation required by federal and state law, for the remainder of the COBRA Payment Period.

Consideration. (a) In addition to the Garden Leave described in Paragraph 1, in consideration of Employee’s execution for and subject to Employee (1) timely signing this Agreement, (2) not revoking this Agreement, (3) complying with the terms of this Agreement, and provided that Employee signs (4) timely signing the Supplemental Release of Claims Reaffirmation Agreement attached hereto as Exhibit B on or A within forty five (45) days following the Separation Date, (5) days not revoking such Reaffirmation Agreement, and (6) complying with terms of the Separation Date such Reaffirmation Agreement (the “Supplemental Release”foregoing covenants 2(a)(1), 2(a)(2), 2(a)(3), 2(a)(4), 2(a)(5) and does not revoke it2(a)(6) are referred to throughout this Agreement collectively as, the “Employee Covenants”), Company will provide Employee with the following severance benefits: a Severance Payment. compensation and benefits to the Employee: i. The Company will shall pay Employee, as severance, Employee the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00324,408 (inclusive of auto allowance), subject to standard payroll deductions and withholdingsless applicable withholdings (“Separation Pay”). This amount will The Separation Pay shall be paid in a single lump sum no later thirty the following manner: standard monthly payments of $27,034 (30) days inclusive of auto allowance), less applicable withholding and standard benefit deductions, in accordance with the Company’s regular payroll practices during the Garden Leave, commencing the next payroll date after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee Transition Date and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of continuing through the Separation Date. The COBRA coverage benefit balance of the Separation Pay will be paid in ten (10) equal monthly installments of $27,034 each, less applicable withholding, commencing on a monthly basis or about January 31, 2020 and ending on or about October 31, 2020. ii. During the Garden Leave until the earliest of: (i) twelve (12) months after the Separation Date; , and except as described herein, Employee shall be eligible to participate in or receive benefits under any employee benefit plan generally made available by the Company to employees in accordance with the eligibility requirements of such plans and subject to the terms and conditions set forth in such plans. iii. Commencing upon the Separation Date and continuing through October 31, 2020, the Company will pay the premiums for medical coverage elected by Employee under COBRA, subject to and provided that the Employee elects such COBRA coverage within sixty (ii60) days following the date when Separation Date. iv. Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to shall be eligible for COBRA continuation coverage an annual cash incentive award for any reasonthe 2019 performance year under the Kaman Corporation Annual Cash Incentive Plan, including plan termination payable at the time and upon such terms that annual cash incentive awards are paid to other senior executives. v. Employee shall be eligible for participation in the Company’s Deferred Compensation Plan for the entire 2019 calendar year. vi. Employee shall be eligible for 2017 - 2019 Long Term Incentive Awards for the full 2019 calendar year upon approval of the Company’s Board of Directors at its meeting scheduled for June 2020 and shall receive his pro-rated share of Long Term Incentive Awards for that portion of the following Long Term Incentive Award performance periods during which he was actively employed: performance period 2018 through 2020, and performance period 2019 through 2021. (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on b) As further consideration for and subject to Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Sectionfull compliance with the Employee Covenants, the Company shall pay Employee on request the last day Kaman Board of each remaining month Directors to vest upon the Separation Date all of the COBRA Payment Period, a fully taxable cash payment equal Employee’s then unvested restricted stock awards and unvested non-statutory stock options. Such request will be made to the COBRA premium Company’s Board of Directors at its meeting scheduled for such monthNovember 2019 with respect to all unvested equity awards existing at that time. (c) Employee and the Company agree that Employee shall not be eligible to receive an annual cash incentive award under the Kaman Corporation Annual Cash Incentive Plan for the year 2020. (d) Employee shall be solely responsible for, less applicable and is legally bound to make payment of, any taxes determined to be due and owing (including penalties and interest related thereto) by him to any federal, state, local or regional taxing authority as a result of any consideration that Employee receives under this Agreement. Employee and the Company agree that the Company shall withhold federal, state and local payroll municipal taxes and other withholdings from payments made to Employee under this Agreement, as required by applicable law. (e) In the event that Employee dies prior to the Separation Date, the consideration provided for the remainder of the COBRA Payment Periodin this Paragraph 2 and its subparagraphs shall become due and payable to Employee’s estate.

Consideration. In consideration The parties acknowledge that this Agreement and General Release is being executed in accordance with Section 7(d) and Section 8(d), of Employee’s execution of this the Employment Agreement, and pursuant to which Executive will be provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance(collectively, the equivalent of twelve “Consideration”): (12a) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount Executive will be paid a “Severance Payment” in amount equal to his Base Salary of $448,800 in a single lump sum no later thirty (30) days in cash in the first ordinary payroll date occurring on or after the Supplemental Release Effective Date, Date (as defined therein. b COBRA. Provided that Employee in Section 16 below). (b) If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) COBRA for Employee himself and her his covered dependents following Employeeunder the Company’s separationgroup health plans, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue EmployeeExecutive’s and Employee’s his covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of on the Separation Date. The COBRA coverage benefit will be paid on a monthly basis Termination Date until the earliest of: of (i) twelve (12) months after following the Separation DateTermination Date (the “COBRA Severance Period”); (ii) the date when Employee Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-self- employment; or (iii) the date Employee Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Termination Date through the earlier of (i)-(iii), the “COBRA Payment Period”). In addition, Executive may be entitled to a COBRA subsidy of 100% of Executive’s monthly premiums through September 30, 2021, under the American Rescue Plan of 2021 (“ARPA COBRA Subsidy”). If Executive is eligible for the ARPA COBRA Subsidy, that benefit will be provided before the Company’s COBRA payments described above but will not extend the COBRA Payment Period. The ARPA COBRA Subsidy is available even if Former Executive does not sign this Agreement. Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on EmployeeExecutive’s behalf would result in a violation of applicable lawlaw (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation), then in lieu of paying COBRA premiums pursuant to this Sectionpremiums, the Company shall pay Employee Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less subject to applicable federaltax withholding (such amount, state the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s payment of COBRA premiums. Nothing in this Agreement shall deprive Executive of his rights under COBRA or ERISA for benefits under plans and local policies arising under his employment by the Company. (c) The Company shall pay Executive a pro-rata Annual Bonus for the 2021 performance year calculated based on the number of days Executive was employed during such performance year divided by the total number of days in the performance year and based on Executive’s achievement of performance goals as determined by the Board in good faith, payable in a lump sum on the Company’s first ordinary payroll taxes date occurring on or after the Effective Date. (d) Twenty-five percent (25%) of the shares subject to all stock options, restricted stock units and other withholdings required equity awards held by law, for the remainder Executive as of the COBRA Payment PeriodTermination Date shall vest and become exercisable or payable, as applicable. In addition, the time period that Executive may have to exercise any stock options shall be extended for a period equal to the shorter of (i) nine (9) months or (ii) the remaining term of the award.

Consideration. In consideration return for Executive’s release of Employee’s execution of claims and other promises in this Agreement, and provided Executive: (i) signs this Agreement within the twenty-one (21) day period described below; (ii) does not revoke this Agreement as provided below; and (iii) furnishes to the Bank a written or electronic notice that Employee Executive has not exercised Executive’s right to revoke this Agreement dated not less than eight (8) days after the date on which Executive signs this Agreement: a. The Bank will continue to pay Executive his annualized base salary ($350,000.00 per year) for a one (1) year period beginning on the Supplemental Release of Claims attached hereto as Exhibit B day after the Separation Date and ending on or within five (5) days the first anniversary of the Separation Date (the “Supplemental ReleaseSalary Continuation Payments”) and does not revoke it, the Company ). The Salary Continuation Payments will provide Employee be paid to Executive in accordance with the Bank’s standard payroll procedures commencing on the Bank’s first regularly scheduled payroll date following severance benefits: a Severance Payment. the Effective Date (as defined in Section 20 below); provided, however, that the first Salary Continuation Payment will include any unpaid Salary Continuation Payments accrued after the Separation Date; b. The Company Bank will include in the Salary Continuation Payments and pay Employee, as severance, to Executive the equivalent average of twelve Executive’s annual bonuses earned for the three (123) months of Employee’s base salary as of full years preceding the Separation Date ($111,725.00 total) in equal installments consistent with Section 2a above; c. If Executive timely and properly elects continuation coverage under the gross amount Consolidated Omnibus Reconciliation Act of $512,500.001985 (“COBRA”), subject the Bank shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive’s dependents (with the Executive required to standard payroll deductions and withholdingspay for any employee-paid portion of such coverage) (such amounts to be referred to herein as the “COBRA Benefits”). This amount will be paid in a single lump sum no later The Bank shall make any such reimbursement within thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action following receipt of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employeeevidence from Executive of Executive’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as payment of the Separation DateCOBRA Benefits. The COBRA coverage benefit will Executive shall be paid on a monthly basis eligible to receive such reimbursement until the earliest of: (i) twelve (12) months after following the Separation Date; (ii) the date when Employee becomes Executive is no longer eligible for substantially equivalent health insurance coverage in connection with new employment or self-employmentto receive COBRA Benefits; or and (iii) the date Employee ceases on which Executive either receives or becomes eligible to be eligible receive substantially similar coverage from another employer. Executive shall bear full responsibility for applying for COBRA continuation Benefits and the Bank shall have no obligation to provide Executive such coverage for any reason, including plan termination (such period from if the Separation Date through the earlier of (i)-(iii), the “Executive fails to elect COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result Benefits in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, timely fashion; and d. The Bank will fully fund the Company shall pay Employee on the last day of each remaining month Bank’s portion of the COBRA Payment PeriodJune 30, a fully taxable cash payment equal 2022, contribution for Executive to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodBank’s 401(k) Plan.

Consideration. In (a) As consideration of for Employee’s execution promises made in this Agreement, including Employee’s full release of claims in Section 4 of this Agreement, Employer agrees to the following: (i) Employer agrees to pay Employee a separation payment (“Separation Payment”) in a lump sum total gross amount equal to Three Hundred Seven Thousand Five Hundred ($307,500) Dollars; less all required government payroll deductions and provided that Employee signs the Supplemental Release withholdings, which is an amount equal to eight (8) months of Claims attached hereto as Exhibit B on or Employee’s current base wages. The Separation Payment shall be made within five (5) business days after the Effective Date (as that term is defined in Section 4 below). (ii) As further consideration, Employer agreed to pay an amount equal to his target Employee bonus award for 2015 under the Energy Transfer Partners. L.L.C. Annual Bonus Plan (the “Bonus Plan”). For 2015, Employee’s target bonus is Five Hundred Forty-Six Thousand Seven Hundred Fifty ($546,750.00) Dollars (the “Bonus Award”). Employee understands and acknowledges that he would not otherwise be eligible for any amounts under the Bonus Plan as his employment is ending prior to the date awards under the Bonus Plan would otherwise be paid to employees and that the Bonus Award received is at the full discretion of the Employer. The Bonus Award shall be made within five (5) business days of the Separation Date Effective Date. (iii) As further consideration, commencing on June 1, 2015, subject to the “Supplemental Release”) terms, conditions and does not revoke it, limitations of that health insurance plan Employer shall pay for the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months full cost of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects premium for continued health insurance coverage under ETP’s health insurance plan and the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Act (“COBRA”) for a period of seven (7) months (the “COBRA Period”), so that, upon Employee making appropriate and her covered dependents following timely election, the COBRA Period shall continue through December 31, 2015 with no interruption in coverage,. Employee must make such elections and take such other actions as may be required by the health plan and applicable law in order to receive such continued coverage. If Employee commences employment wih another Employer prior to the end of the COBRA Period and is offered health coverage, Employee must timely enroll in such new employer’s coverage and terminate the coverage provided by ETP within thirty (30) days of commencement of Employee’s separationnew employment. (iv) Additionally, Employer agrees to, as soon as reasonably practical in accordance with applicable internal trading policies and/or rules and regulations of the Company shall pay Securities and Exchange Commission, remove all restrictions/restricted legends from Energy Transfer Equity, L.P. (“ETE”) and ETP common units currently beneficially owned by Employee to health insurance provider allow for the full monthly COBRA premiums necessary to continue transfer, sale or disposal of such units at the Employee’s and discretion. (b) As consideration for Employee’s covered dependents’ health insurance coverage that is agreement to be bound by the restrictive covenants found in effect for Employee (and her covered dependents) as Section 6 of this Agreement, Employer agrees to the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: following: (i) twelve ETP shall cause the Employee’s unvested restricted common units (12as described below) months awarded to the Employee pursuant to the terms of the Second Amended and Restated Partnership 2008 Long Term Incentive Plan (the “ETP Unit Plan”) and the Sunoco Partners LLC Long-Term Incentive Plan, as amended (the “SXL Unit Plan”) to be accelerated in their vesting. The Employee currently has outstanding awards under the ETP Unit Plan of 61,841 restricted common units and 32,600 restricted common units under the SXL Unit Plan that are otherwise not scheduled to vest until after the Separation Date; Employee’s termination of employment (ii) collectively the date when Employee becomes eligible for substantially equivalent health insurance coverage in “Accelerated Vesting Units”). In connection with new employment this Agreement and Section 2(b)(i) hereof, ETP shall or self-employment; or shall cause the Accelerated Vesting Units to accelerate and fully vest within ten (iii10) business days after the date Effective Date. For purposes of the rest of this Section and Section 6 the Accelerated Vesting Units shall be referred to as the (“Restrictive Covenant Units”). Employee ceases understands and acknowledges that the acceleration of the Restricted Covenant Units is a taxable event and will be subject to applicable government withholdings. Employee further understands and acknowledges that ETP will satisfy Employee’s statutorily applicable governmental withholding obligation through the sale and withholding of accelerated common units. Employee also understands and acknowledges that Employee would not otherwise be eligible for COBRA continuation coverage for any reasonaccelerated vesting of the Restrictive Covenant Units, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its or payment of COBRA premiums any amounts, under the ETP Unit Plan or the SXL Unit Plan, as both the ETP Unit Plan and SXL Unit Plan require continuing employment on the vesting dates of the awards in order to receive them. The consideration given to Employee hereunder is expressly and completely conditioned upon Employee’s behalf would result full compliance with the terms and conditions set forth in this Agreement. Employer hereby expressly reserves any and all rights and remedies available at law or in equity in the event of a violation breach or threatened breach of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, Agreement by the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodEmployee.

Consideration. In consideration of Employee’s execution of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will OHM hereby agrees to provide Employee Executive with the following severance benefits: : (a) Except as set forth in Paragraph 4, Executive shall remain an OHM employee for a Severance Payment. The Company will pay Employeeperiod of five years from September 1, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions 1996 and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iiii) August 31, 2001, or (ii) the termination of the Agreement pursuant to Paragraph 4 of this Agreement (the "Employment Period"); and shall be paid an initial annual salary of $250,000; such annual salary amount shall decrease by $25,000 during each of the next four successive years, in each case less all applicable income and other withholdings; (b) Continued life insurance, disability and accidental death and dismemberment benefits in the amounts and type provided to other senior executives of OHM through the Employment Period; (c) Continued health care insurance coverage in the amounts and type provided to other senior executives of OHM through the Employment Period; (d) All options granted to Executive prior to the date hereof under the OHM 1986 Stock Option Plan (the "Plan") shall be and remain fully exercisable through the Employment Period (to the extent such options are exercisable and become vested during the Employment Period pursuant to the terms of the agreements evidencing such options). Executive shall not be entitled to additional stock option grants during the Employment Period; and (e) Benefits and perquisites, in the amounts and type provided as of the date hereof to the Executive. In the event of any Change in Control (as defined below) of OHM, the “COBRA Payment Period”)Executive's employment shall terminate and all amounts due and payable pursuant to paragraph 3(a) for the remaining unfulfilled term of the Employment Period shall be payable in full and the Executive shall be reimbursed for the cost of continuing health insurance coverage during the 18 month period following the termination of his employment. Notwithstanding This Agreement shall not limit any other benefit which may be payable to the foregoingExecutive in the event of a Change in Control of OHM pursuant to any other retirement, benefit or other compensation plan in which the Executive participates. A "Change in Control" shall have occurred if at any time during the Company determines that Employment Period any of the following events shall occur: (i) OHM is merged, or consolidated or reorganized into or with another corporation or other legal person, and as a result of such merger, consolidation or reorganization less than a majority of the combined voting power of the then-outstanding securities of such corporation or person immediately after such transaction are held in the aggregate by the shareholders of OHM immediately prior to such transactions; (ii) OHM sells all or substantially all of its payment assets to any other corporation or other legal person, and less than a majority of COBRA premiums the combined voting power of the then-outstanding securities of which are held in the aggregate by the shareholders of OHM immediately prior to such sale; 3 (iii) There is a report filed on Employee’s behalf would result in a violation of applicable lawSchedule 13D or Schedule 14D-1 (or any successor schedule, then in lieu of paying COBRA premiums form or report), each as promulgated pursuant to this Sectionthe Securities Exchange Act of 1934, as amended (the Company shall pay Employee on "Exchange Act"), disclosing that any person (as the last day of each remaining month term "person" is used in Section 13(d)(3) or Section 14(d)(2) of the COBRA Payment Period, a fully taxable cash payment equal to Exchange Act) has become the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for beneficial owner (as the remainder term "beneficial owner" is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of securities representing 25% or more of the COBRA Payment Period.combined voting power of the then-outstanding securities entitled to vote generally in the election of directors of OHM;

Consideration. In consideration The parties desire to enter into this Agreement to provide for the terms of the Employee’s separation, including the termination of Employee’s execution responsibilities. The parties further wish to avoid litigation and controversy and fully resolve any and all past, present and future disputes they may have relating to Employee’s employment with, or separation from service with the Employer. In consideration for entering into this Agreement and for complying with the promises made herein, Employer agrees: a) to pay Employee $5,000.00 per month for twenty-four (24) months, which shall be subject to all lawful deductions and withholdings such as income tax, social security tax, etc. The Employer shall pay the above monthly payment in advance on the first day of each month, except that the first six monthly payments shall not be paid until the later of six (6) months after the expiration of the revocation period, described more fully in Section 3 below, or April 15, 2010 and shall be paid in one lump sum, as required by Internal Revenue Code Section 409A. These payments will occur only if the Revocation Period described more fully in Section “3” below passes without revocation of this Agreement by Employee. b) To reimburse Employee for Employee’s healthcare premiums for family insurance coverage substantially similar to the coverage maintained for the Employee and his family before September 8, 2009, including but not limited to the cost of family coverage under the provisions of COBRA, up to a maximum of $15,000 per year until the earlier of Employee’s sixty-fifth (65th) birthday or the date Employee procures other employment that offers health insurance coverage. Such provision of healthcare coverage reimbursement is contingent upon Employee’s entry into this Agreement. Provision of such healthcare coverage reimbursement shall not commence until after expiration of the Revocation Period described more fully below in paragraph 3, and without revocation of this Agreement by Employee. Such reimbursement will be provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five thirty (530) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months tendering to Employer proof of Employee’s base salary payment of said healthcare premiums. If a Change in Control, as of defined in Exhibit D to the Separation Date Agreement, occurs before the Employee has fully received the consideration delineated in subsections 2a and 2b above, then the gross amount of $512,500.00, subject Employer shall pay the remaining benefits to standard payroll deductions and withholdings. This amount will be paid the Employee in a single lump sum no later thirty within three (303) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under later of (x) the Consolidated Omnibus Budget Reconciliation Action Change in Control or (y) the first day of 1985, as amended (“COBRA”) for Employee and her covered dependents following the seventh month after the effective date of the Employee’s separationresignation. The lump-sum payment due the Employee as a result of a Change in Control shall be an amount equal to the sum of the remaining unpaid balances corresponding to each particular benefit at the time the Change in Control occurs, including for purposes of subsection 2a the Company unpaid balance of the money for the 24 months, for purposes of subsection 2b the maximum amount of healthcare premium reimbursement amounts remaining for the maximum years. However, Employee shall pay reimburse Employer for any excess payment of healthcare premium reimbursement amounts to Employee under this Paragraph that represents reimbursement of healthcare premiums for any period of time prior to Employee’s sixty-fifth (65th) birthday for that period of time whereby the Employee had other employment that offers health insurance provider the full monthly COBRA premiums necessary coverage. The Employer shall cease providing any and all other perquisites to continue Employee as of Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Periodemployment, a fully taxable cash payment equal to the COBRA premium October 2, 2009, including, but not limited to, any leased automobile, credit cards, etc., except as otherwise provided in this Agreement. Please see Section 10 for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodfurther information.

Consideration. In (a) Provided that Employee complies with this Agreement and does not revoke Employee’s release of claims under the Age Discrimination in Employment Act pursuant to Section 15, in consideration of Employee’s execution of this Agreement and promises herein, including, without limitation, the release of claims against the Company, the Company shall provide Employee the following: All vested, outstanding stock option awards granted pursuant to the Stock Option Award Agreement dated April 25, 2018 with a $10.00 exercise price and pursuant to the Stock Option Award Agreement dated April 1, 2020 with a $40.88 exercise price (each an “Award Agreement”) shall remain outstanding and exercisable until December 31, 2022. The consideration in Section 2(a) is to herein as the “Severance Benefits.” Employee acknowledges and agrees that but for this Agreement, Employee is not otherwise entitled to the amounts and provided that benefits set forth in this Section 2(a). (a) All amounts payable pursuant to Section 2(a) shall be subject to applicable taxes and withholdings. The amounts payable pursuant to Section 2(a) shall not be treated as compensation under the Company’s 401(k) Plan or any other retirement plan. (b) The Company shall have no obligation to provide the benefits described in Section 2 unless Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) timely executes and does not revoke itthis Agreement. In the event Employee fails to timely execute this Agreement or revokes this Agreement in accordance with Section 15 below, the Company Employee will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of only receive Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following through Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day worked (unless on an unpaid leave of each remaining month of absence) any accrued but unused paid time off, and unreimbursed business expenses in accordance with the COBRA Payment PeriodCompany’s policies. (c) Other than the compensation and payments provided for in this Agreement, a fully taxable cash payment equal Employee shall not be entitled to any additional compensation, bonuses, vacation pay, PTO, payments, grants, options or benefits under any agreement or any benefit plan, equity, long term incentive plan, profit sharing, short term incentive plan, severance plan or bonus or any other incentive program established by the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodCompany.

Consideration. In consideration of Employee’s execution of Employee acknowledges and agrees that Employee is not entitled to receive any severance payments or benefits pursuant to his Change in Control Agreement or any other agreement or arrangement with the Company or its affiliates. Accordingly, Employee acknowledges and agrees that unless this Agreement becomes effective and irrevocable, (x) Employee is not otherwise entitled to any payments and benefits set forth in this Agreement, and provided that (y) Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) will not receive any such payments and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. . a. The Company will agrees to pay Employee, as severance, the Employee a lump sum cash amount equivalent of twelve to nine (129) months of Employee’s base salary as for a total of the Separation Date in the gross amount of One Hundred Ninety Five Thousand Dollars and Zero Cents ($512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty 195,000.00) less applicable withholdings within ten (3010) business days after the Supplemental Release Effective Date, as defined therein. b COBRA. Date of this Agreement. b. Provided that Employee timely elects continued continuation coverage under pursuant to the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended (“COBRA”) ), for Employee and her covered dependents following Employee’s separationeligible dependents (if any) within the time period prescribed pursuant to COBRA, the Company shall will pay to COBRA premiums on a monthly basis for such coverage of Employee and any of Employee’s eligible dependents covered under the Company’s health insurance provider (medical, dental and vision) plans as of immediately prior to the full monthly termination of Employee’s employment with the Company, until the earliest of (x) payment by the Company of a period of nine (9) months of such COBRA premiums (in other words, coverage through December 31, 2016), (y) the date upon which Employee has secured other employment, or (z) the date upon which Employee and/or Employee’s eligible dependents otherwise become covered under other health (medical, dental and/or vision) plans. c. Provided that the Effective Date occurs no later than sixty (60) days following the Separation Date, twenty‑five percent (25%) of Employee’s RSUs, which is equivalent to a total of 23,750 Shares subject to the RSUs (the “Accelerating Units”), will accelerate vesting effective as of the Effective Date. For the avoidance of doubt, notwithstanding any contrary provision set forth in the RSU Agreement, to the extent necessary to continue Employee’s enable the Accelerating Units to accelerate vesting in accordance with this Section 1.c., the Accelerating Units will remain outstanding, and Employee’s covered dependents’ health insurance coverage that is in effect for Employee will neither be forfeited nor return to the Plan, until the sixty-first (and her covered dependents61st) as of day following the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage Except as set forth in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii)this Section 1.c., the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant RSUs will remain subject to this Section, the Company shall pay Employee on the last day of each remaining month all of the COBRA Payment Period, a fully taxable cash payment equal terms and conditions of the Plan and RSU Agreement. Employee acknowledges that he remains subject to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder terms of the COBRA Payment PeriodCompany’s In▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇olicy and Guidelines With Respect to Certain Transactions in Securities until its applicability to him expires by its terms.

Consideration. In consideration of Employee’s execution of If you sign and do not rescind this AgreementAgreement as set forth in Section 5 below, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company then Magenta will provide Employee you with the following severance benefits: a Severance Payment. The Company will pay Employee, as severanceand benefits (collectively, the “Consideration”): a. a single, lump sum payment of $384,320.55 (less all required payroll taxes and withholdings), which is equivalent of twelve to nine (129) months of Employee’s your base salary (the “Severance Period”) and your pro-rated 2023 Target Incentive Compensation as of defined in your Amended and Restated Employment Agreement with the Separation Date in Company dated May 2, 2022 (the gross amount of $512,500.00“Employment Agreement”), subject to standard payroll deductions and withholdings. This amount which will be paid in a single lump sum no later within thirty (30) days after the Supplemental Release Effective Date; 1 Except for the obligations set forth in Section 2, as defined therein. b COBRA. Provided that Employee which shall be solely the obligations of Magenta, whenever the terms “Magenta Therapeutics, Inc.,” “Magenta” or the “Company” are otherwise used in this Agreement (including, without limitation, Section 5), it shall be deemed to include Magenta Therapeutics, Inc. and any and all of its investors, divisions, affiliates and subsidiaries and all related entities, and its and their directors, officers, employees, agents, successors and assigns. b. provided you timely elects continued elect COBRA continuation coverage under (within sixty (60) days after the Consolidated Omnibus Budget Reconciliation Action date you receive the related Notice of 1985Election forms) and remain eligible for coverage, as amended (“COBRA”) for Employee payment of all premiums and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary administrative fees required to continue Employeethe participation of you and/or your dependents in the Company’s group medical, dental and Employee’s covered dependents’ health vision insurance coverage that is in effect plans to the extent permitted by COBRA for Employee a period of up to nine (and her covered dependents9) as of months (the “COBRA Reimbursement Period”). The “qualifying event” under COBRA shall be deemed to occur on the Separation Date. The Should you obtain other employment during the COBRA Reimbursement Period and become eligible for group health coverage benefit through such employment, you are obligated to immediately inform the COBRA administrator in writing to cancel as of the date of eligibility for such coverage (the “Eligibility Date”) and the Company’s premium contributions will be paid cease on the Eligibility Date; and c. outplacement services for a monthly basis until the earliest of: period of forty-five (i45) twelve days with a provider chosen by M▇▇▇▇▇▇ and at Magenta’s expense, with such services to begin at a time of your choosing but in no event later sixty (1260) months days after the Separation Effective Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.

Consideration. In consideration of Employee’s execution of the covenants undertaken and releases given by Employee in this Agreement, the Company agrees to provide the following: a. The Company shall pay Employee the gross amount of $3,250,000 (three million two hundred fifty thousand dollars), less statutory taxes and provided that withholdings, no later than April 15, 2020. b. The Company shall pay Employee signs 100% of Employee's 2019 Annual Incentive Bonus in the Supplemental Release amount of Claims attached hereto as Exhibit B on or within five $1,250,000 (5one million two hundred fifty thousand dollars) days pursuant to the terms of the relevant Plan, which shall be payable to Employee commensurate with other similarly situated employees of the Company. c. The Company shall provide full vesting of Employee's 2017 Performance Share Plan pursuant to the terms of the relevant Plan. d. The Company shall continue payment of Employee's base salary and benefits at the current rate through the Separation Date (payable in the “Supplemental Release”) and does not revoke itordinary course of the Company's payroll schedule. e. After the Employee's Separation Date, the Company will also provide Employee with continued coverage under the following severance benefits: a Severance Payment. The Company will pay Company's CNA Health and Group Benefits Program and the CNA Insured Health and Group Benefits Program ("the Plans"), including dental and vision coverage, Accidental Death & Disability, contributory life insurance, and dependent life insurance at the Employee, as severance, the equivalent of 's active rate for twelve (12) months of Employee’s base salary as of following the Separation Date ("Benefit Period") if: (a) Employee was enrolled in that particular coverage on the gross amount of $512,500.00, subject Separation Date; (b) Employee elects to standard payroll deductions receive that continued coverage; and withholdings. This amount will be paid in a single lump sum no later thirty (30c) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued is not eligible for coverage under the Consolidated Omnibus Budget Reconciliation Action plans of 1985another employer, as amended (“COBRA”) for which is comparable to the terms and conditions of the plan Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is enrolled in effect for Employee (and her covered dependents) as of the Separation Date. The Employee's separate eligibility for continuation of health insurance as provided by the federal law known as COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after begins to run at the Separation Date; (ii) . Employee agrees to notify the date when Employee Company promptly if he becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date under another employer's comparable plans. f. The Company will arrange executive outplacement services for Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month provider of the COBRA Payment PeriodCompany's choice. g. Employee shall not be required to mitigate the amount of any payment contemplated in Paragraph 2, a fully taxable cash payment equal to the COBRA premium for nor will any earnings or benefits that Employee may receive from any other source reduce any such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder payment. h. The total value of the COBRA Payment Periodpay and benefits described in Paragraph 2 constitutes the "Settlement Payment."

Consideration. In consideration exchange for the promises and agreements made by the Executive contained in this Agreement and in satisfaction of Employee’s execution the terms of this Agreementthe Career Education Corporation Executive Severance Plan, and in addition to the benefits provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke itthere under, the Company will provide Employee with (a) within ten (10) days following the following severance benefits: date this Agreement may no longer be revoked by the Executive as described in Paragraph 18 of this Agreement (and provided that this Agreement has not been revoked), but not before January 3, 20100, pay to the Executive a Severance Payment. The Company will lump-sum payment of $462,769.23 (which amount is equal to sixty-four weeks of pay Employee, as severance, calculated based on the equivalent of twelve (12) months of EmployeeExecutive’s base salary as of the Separation Date in Date), less all applicable taxes and other withholdings; (b) pay to the Executive a lump-sum bonus payment of a gross amount of $512,500.00225,000.00, subject which amount is equal to standard payroll deductions 100% of Executive’s 2010 target bonus amount, less all applicable taxes and other withholdings. This , paid in accordance with the normal procedures at the time such payments are made to Employees of the Company, but not later than March 15, 2011, (c) if the Executive is currently a participant in the Company health and/or dental insurance plan(s) and the Executive timely elects to continue insurance coverage under federal COBRA law, the Company will partially subsidize such COBRA coverage such that the Executive will only pay the same cost that similarly situated active employees of the Company pay for such insurance coverage for the following month(s): December 2010 through May 2012; (d) pay for one year of access to executive-level outplacement services to be provided to the Executive by an organization selected by the Executive and agreed to by the Company, which amount will be paid in a single lump sum no later thirty directly to the outplacement services provider (30provided such amount shall not exceed $75,000.00); and (e) days after each option to purchase shares of the Supplemental Release Effective Company issued to the Executive under the Company’s 1998 Employee Incentive Compensation Plan and the Company’s 2008 Incentive Compensation Plan (collectively, the “Option Plans”), which was vested prior to the Separation Date, or which became vested as defined thereinof the Separation Date pursuant to the terms of the Options Plans and the relevant option agreements entered into pursuant thereto or pursuant to the Option and Restricted Stock Amendment Agreement, dated as of February 20, 2009, by and between the Executive and the Company, shall remain outstanding and exercisable until the earlier to occur of (i) the tenth anniversary of the grant date of such option, or (ii) the first anniversary of the date this Agreement is executed (as set forth on the signature page attached hereto). b COBRAThe Executive acknowledges that the monies and benefits set forth in this Paragraph 6 constitute additional consideration above and beyond anything to which the Executive is already entitled, in exchange for Executive’s execution of this Agreement. Provided For purposes of clarification, pursuant to that Employee timely elects continued coverage under certain Option and Restricted Stock Amendment Agreement, dated as of February 20, 2009, by and between the Consolidated Omnibus Budget Reconciliation Action of 1985Executive and the Company, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) effective as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (iA) twelve all unvested Options (12) months after as defined in the Separation Date; Career Education Corporation 1998 Employee Incentive Compensation Plan (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period1998 Plan”). Notwithstanding ) held by the foregoingExecutive under the 1998 Plan became one hundred percent (100%) vested, if at any time and (B) shares of Restricted Stock (as defined in the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, 1998 Plan) held by the Company shall pay Employee on Executive under the last day of each remaining month of the COBRA Payment Period, a 1998 Plan became fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodvested.

Consideration. In consideration of Employee’s execution of the covenants undertaken and the releases given by Employee in this Agreement, Agreement and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B A, provided Employee: signs and returns this Agreement within 21 days of receipt; does not revoke his signature on or this Agreement; signs and returns the Supplemental Release within five (5) 21 days of the Separation Date (the “Supplemental Release”) Date; and does not revoke ithis signature on the Supplemental Release, the Company will agrees to provide Employee with the following severance benefits: a Severance Payment. following: a. The Company will shall pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in Employee the gross amount of one million and eight hundred thousand dollars ($512,500.001,800,000), subject to standard payroll deductions less statutory taxes and withholdingswithholdings (the “Settlement Payment”). This amount The Settlement Payment will be paid in a single lump sum no later two installments, the first installment of $1,000,000 to occur within thirty (30) days after the Supplemental Release Effective Separation Date, as defined thereinand the second installment payment of $800,000 to occur on or about the first payroll date in January 2024. b COBRA. Provided that In connection with the Settlement Payment, the Company will issue a Form W-2 in the regular course of business for each calendar year in which the installment payments are made. b. After the Employee’s Separation Date, the Company will also provide Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Company’s CNA Health and Group Benefits Program and the CNA Insured Health and Group Benefits Program (“COBRAthe Plans”), including dental and vision coverage, Accidental Death & Disability, contributory life insurance, and dependent life insurance at the Employee’s active rate for twelve (12) months following the Separation Date (“Benefit Period”) if: (a) Employee was enrolled in that particular coverage on the Separation Date; (b) Employee elects to receive that continued coverage; and (c) Employee is not eligible for coverage under the plans of another employer, which is comparable to the terms and conditions of the plan Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is enrolled in effect for Employee (and her covered dependents) as of the Separation Date. The Employee’s separate eligibility for continuation of health insurance as provided by the federal law known as COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after begins to run at the Separation Date; (ii) . Employee agrees to notify the date when Employee Company promptly if he becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employeeunder another employer’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodcomparable plans.

Consideration. In consideration of Employee’s execution for signing this Agreement and General Release (“Agreement”), and complying with its terms, including the restrictive covenants in paragraph “11” and the notification requirements in paragraph “12” of this Agreement, Employer agrees: (a) to pay to Employee Six Hundred Ninety Six Thousand Dollars and provided that Employee signs no Cents ($696,000.00), less usual and customary payroll deductions over the Supplemental Release of Claims attached hereto as Exhibit B on or within five eighteen (518) days of month period immediately following the Separation Date (the “Supplemental ReleaseSeverance Period”); provided that notwithstanding the foregoing, in no event shall any installment of severance payable pursuant to the foregoing sentence be paid prior to the thirtieth (30th) day following the Separation Date (the “Delayed Start Date”) and does not revoke it, the Company will provide Employee with the following any such installment of severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of that otherwise would have been paid between Employee’s base salary as of the Separation Date in and the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will Delayed Start Date shall instead be paid in a single lump sum no later thirty on the Delayed Start Date (30without interest); (b) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee subject to (x) Employee’s timely elects continued election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended COBRA and (“COBRA”y) for Employee and her covered dependents following Employee’s separationcontinued copayment of premiums at the same level and cost to Employee as if Employee were an active employee of the Employer, the Company Employer shall continue to pay to health insurance provider the full monthly COBRA premiums necessary to continue for Employee’s and Employee’s covered dependents’ health insurance coverage during the Severance Period to the same extent that is the Employer paid for such coverage immediately prior to Employee’s termination, in effect for Employee (and her covered dependents) as a manner intended to avoid any excise tax under Section 4980D of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until Internal Revenue Code of 1986, as amended, subject to the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health eligibility requirements and other terms and conditions of such insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”)coverage. Notwithstanding the foregoing, if at any time the Company determines that its payment Employer payments described in this Section 1(b) shall end as of COBRA premiums on the date Employee becomes eligible to participate in another employer-sponsored group health plan as a result of his employment (a “New Plan”) regardless of whether Employee actually enrolls in such New Plan. Employee agrees to notify the Employer in writing within one (1) day following the date Employee becomes eligible to participate in a New Plan; (c) to pay to Employee Fifty Thousand Dollars and no Cents ($50,000) in connection with Employee’s behalf would result in a violation of applicable lawrelocation from Quincy, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such monthIllinois, less applicable federalusual and customary payroll deductions, state and local payroll taxes and other withholdings required by lawwithin ten (10) business days after the revocation period for this Agreement expires; and (d) Employer will provide outplacement assistance to Employee through ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ & Associates, for Inc. during the remainder of twelve month period immediately following the COBRA Payment PeriodSeparation Date.

Consideration. (a) In consideration for the release of Employee’s execution claims set forth below and other obligations under the Agreement, the Company agrees to pay Employee two hundred fifty thousand dollars ($250,000), less applicable tax withholdings (the “Severance Payment”). The Parties agree that the aforementioned severance pay covers any amounts due under Section 5 of the Employment Agreement signed by Employee and the Company, effective July 26, 2016, a copy of which is attached hereto as Exhibit A (the “Employment Agreement”). For the avoidance of doubt, no bonus of any kind, payable in full or partial, has accrued. The Severance Payment will be paid out in two equal installments with the first half paid with the next regular payroll following the Termination Date and the second half paid on the regular payroll date following the expiration of three months from the Termination Date. If Employee violates Section 7, Section 8, Section 9, Section 10, Section 11 and/or Section 12 of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days Company shall be entitled to repayment of the Separation Date Severance Payment described in Section 2(a) of this Agreement. (the “Supplemental Release”b) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross shall receive an amount of $512,500.0038,460.80 for accrued 320 hours of paid time off, subject to standard payable with the next regular payroll deductions following the Termination Date. (c) Employee shall continue the Company’s health, dental and withholdingsvision plan coverage until and including December 31, 2018 as provided for in Section 2(a) of this Agreement. This amount After December 31, 2018, Employee will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued entitled to health continuation coverage under the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended 1985 (“COBRA”), if Employee so timely elects and makes the necessary payments, to the extent required by law. (d) All outstanding equity grants of Employee shall immediately vest on the Termination Date and remain exercisable until January 14, 2019. Employee is responsible for any local, state and/or federal taxes due to such vesting. Should Employee fail to pay such taxes, any such amounts due will be deducted from the Severance Payment. (e) In accord with Section 4.2 of the Employment Agreement, business expenses incurred by Employee through the Termination Date will be reimbursed consistent with Company policy. (f) Employee agrees to buy out the Company’s interest in the Company car and her covered dependents following Employee’s separationhe agrees to remove the Company from the title at his expense by December 21, 2018. If Employee fails to perform his obligation pursuant to this Section 2(f), the Company shall pay to health insurance provider deduct all expenses and the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as amount of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until Company interest in the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period Company car from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month second installment of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodSeverance Payment.

Consideration. In consideration for signing and not timely revoking this Confidential Separation Agreement and General Release (hereinafter referred to as “Agreement”), and complying with its terms, BioTelemetry agrees: a. to pay Employee an amount equal to ___________________ ($_____________), less lawful deductions, representing one times (1.0x) Employee’s current annual Base Salary; b. to pay Employee an amount equal to one times (1.0x) Employee’s on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings; c. [if the Separation Date occurs within 30 days preceding or 12 months following a Corporate Transaction, to accelerate the vesting of all equity awards granted to Employee prior to the Separation Date, such that all such awards shall be deemed fully vested and immediately exercisable;] and d. to continue participation in the medical, dental and vision plans in which Employee (and where applicable, Employee’s spouse and dependents) was enrolled as of Separation Date until the earlier of: (a) the date that is twelve (12) months after the date of Employee’s execution Separation Date, or (b) the date upon which Employee becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Employee had continued in employment during such period. Employee agrees to immediately notify the Company in writing in the event Employee becomes eligible to so enroll. All other benefit programs to which Employee is currently entitled shall cease as of this Agreementthe Separation Date. Employee will be provided with an explanation, under separate cover, of Employee’s rights, if any, pursuant to BioTelemetry’s 401(k) Plan. The amounts set forth in paragraphs 2.a. and provided that Employee signs 2.b. shall be paid in installments over twelve (12) months following the Supplemental Release of Claims attached hereto as Exhibit B on or Separation Date in accordance with the Company’s payroll practices commencing within five sixty (560) days of the Separation Date (the “Supplemental Release”) and provided Employee does not revoke itthis Agreement, as set forth below). On the first regular payroll day following the date this Agreement becomes effective, the Company will provide pay Employee with the following severance benefits: a Severance Payment. The Company will pay Employeeamounts set forth in paragraphs 2.a and 2.b that Employee would otherwise have received under this Agreement on or prior to such date but for the delay in payment related to the effectiveness of this Agreement, as severance, provided that if the equivalent of twelve sixty (1260) months of Employee’s base salary as of the Separation Date day period crosses two tax years and this Agreement becomes effective in the gross amount of $512,500.00current tax year, subject to standard payroll deductions and withholdings. This amount payment will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee commence on the last day of each remaining month of first payroll date in the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodnew tax year.

Consideration. In consideration of Employee’s execution of this Agreement, for and provided that subject to Employee signs the Supplemental Release of Claims attached hereto as Exhibit B signing on or within five (5) 21 days of after the Separation Date the release of claims set forth on Exhibit A hereto (the “Supplemental Release”) and does not revoke it), the Company will agrees to pay or provide Employee with the following severance payments and benefits: a Severance Payment. The Company will pay Employee: a. A lump sum payment of $2,193,989, as severanceto be paid on or promptly following the Officer Termination Date (but no later than 3 business days following the Officer Termination Date, subject to compliance with applicable laws and regulations), reflecting the equivalent sum of twelve (12i) months of one times Employee’s base salary as salary, (ii) one times Employee’s target bonus for fiscal 2007 and (iii) a prorated target bonus for 2008. b. Reimbursement for the cost of medical insurance coverage at a level equivalent to that provided by the Company to Employee and his dependents immediately prior to the Separation Date in the gross amount of $512,500.00and elected by Employee through COBRA (or, subject to standard payroll deductions and withholdings. This amount will be paid in if Employee is no longer eligible for COBRA continuation coverage, through a single lump sum payment in an amount necessary to permit Employee to obtain medical insurance coverage at a level equivalent to that provided by the Company immediately prior to the Separation Date, which lump sum payment shall be made to the Employee promptly after Employee provides the Company with the necessary documentation but in any event no later thirty (30) than five business days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as first anniversary date of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until ) and for the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health cost of life and disability insurance coverage in connection with new employment or self-employment; or (iii) at a level equivalent to that provided by the date Employee ceases Company to be eligible Employee, for COBRA continuation coverage for any reason, including plan termination (such a period from the Separation Date through the earlier of (i)-(iii), i) the “COBRA Payment Period”)one-year anniversary of the Separation Date or (ii) the time Employee begins alternative employment. Notwithstanding Receipt of the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums benefits pursuant to this Section, clause (c) shall be subject to Employee not revoking the Company shall pay Employee on ADEA Release (as defined in the last day of each remaining month of the COBRA Release). c. Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder reasonable attorney’s fees and expenses incurred by Employee in connection with the review and negotiation of this Agreement, in an amount not to exceed $10,000, such payment to be made within 30 days following the COBRA Payment PeriodSeparation Date.

Consideration. In Total consideration payable to Contractor for satisfactory performance of Employeethe work under this contract, including any and all expenses, shall be based on the following: a. CRP Consideration (1) CRP Fee Schedule (a) CRP fees shall be paid according to the CRP Fee Schedule, incorporated into this contract by reference and available on DVR’s execution internet page at: ▇▇▇▇▇://▇▇▇.▇▇▇▇.▇▇.▇▇▇/dvr/community-rehabilitation-programs-contracts. (b) Any changes to the CRP Fee Schedule shall be made available on DVR’s internet page and incorporated into this contract by reference, upon their effective date. (c) At the Contractor’s request, DVR will send the Contractor a copy of this Agreementthe current CRP Fee Schedule. (2) Receipt and acceptance by the VRC of the Contractor’s invoice and required report(s) as described in Section 4, Reports. (3) If Job Placement occurs after the Intake Fee is invoiced and before the Activity Fee Requirements are invoiced, the Contractor shall submit one (1) itemized invoice and two (2) separate reports for: (a) The Activity Fee. (b) The Outcome Fee. (4) If DVR provides and pays for OJT services to the Employer for the Customer, the fee for: (a) Job Placement services shall be paid upon completion of OJT services. (b) If Job Retention services are authorized by the VRC, Job Retention shall be provided that Employee signs the Supplemental Release for at least ninety (90) calendar days after Job Retention is authorized and past completion of Claims attached hereto as Exhibit B on or within five OJT services. (5) days Partial Payments (a) If for reasons outside of the Separation Date Contractor’s control any service is not completed, a partial payment can be approved for up to a maximum of fifty (50%) percent of the “Supplemental Release”authorized Maximum Total Fee. i. Partial payments of up to a maximum of fifty (50%) percent can only be approved by the DVR unit supervisor after review of the Contractor’s justification and does not revoke it, review of the Company will provide Employee Customer’s file with the following severance benefits: a Severance PaymentVRC. ii. The Company will pay Employee, as severance, Any payments made before the equivalent of twelve (12) months of Employee’s base salary as partial payment is approved shall be deducted from the amount of the Separation Date in the gross amount of $512,500.00partial payment, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty which cannot exceed fifty (3050%) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as percent of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodMaximum Total Fee.

Consideration. (a) In consideration of EmployeeExecutive’s execution termination of this employment, and the termination of the Employment Agreement, to fully release Company from any and provided that Employee signs all Claims as described below, and to perform the Supplemental Release other duties and obligations of Claims attached hereto as Exhibit B on or within five Executive contained herein, Company will, subject to ordinary and lawful deductions and Sections 4(b) and (5c) days below: (i) Payment to Executive of the Separation Date Three Hundred Thirty-Six Thousand Dollars ($336,000) (the “Supplemental ReleaseSeverance Amount”) and does not revoke it, the Company will provide Employee ). The Severance Amount shall be payable in accordance with the Company’s normal payroll procedures commencing on the first regularly scheduled payday following severance benefits: a Severance Payment. The Company will pay Employeethe earlier to occur of the first business day of the seventh month after the Termination Date or Executive’s death; (ii) Vest in full, as severance, the equivalent of twelve (12) months of Employee’s base salary effective as of the Separation Date date upon which the revocation period for the Release described in Section 4(b) below expires without Executive having elected to revoke the Release, all of Executive’s outstanding unvested time-vested restricted stock grants; (iii) All of Executive’s unvested performance shares or performance-vested restricted stock grants shall be forfeited on the Termination Date; (iv) Provided that Executive timely elects COBRA continuation coverage for Executive and her eligible dependents effective as of July 1, 2015, Company will subsidize the cost of COBRA continuation coverage, and Executive will be responsible only for paying the portion of the premium paid by active employees for such coverage for the 1 year duration of COBRA continuation coverage (i.e., through June 30, 2016). Executive acknowledges that she will be required to pay her share of the premiums under this Section 4(a)(iv) with after-tax income. Further, Executive acknowledges that (A) any reimbursements received by Executive subsequent to the COBRA continuation coverage period may be taxable to Executive for federal and state tax purposes, and (B) the Company reserves the right to cease any subsidy or reimbursement under this Section 4(a)(iv) in the gross amount event that IRS rules prohibit such subsidy or reimbursement or payment of $512,500.00the subsidy or reimbursement would result in the imposition of an excise tax on the Company. Notwithstanding anything to the contrary herein, subject in the event Executive becomes eligible for coverage under any employer-sponsored health plan during the continuation period described above, all payments and subsidies under this Section 4(a)(iv) will cease. (b) Notwithstanding anything else contained herein to standard payroll deductions and withholdings. This amount will the contrary, no payments shall be paid in a single lump sum no later made or benefits delivered under this Agreement (other than payments required to be made by Company pursuant to Section 5 below) unless, within thirty (30) days after the Supplemental Release Effective Termination Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve Executive has signed and delivered to Company a Release in the form attached hereto as Exhibit A (12) months after the Separation Date“Release”), which has been signed by Executive no earlier than June 5, 2015; and (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) applicable revocation period under the date Employee ceases Release has expired without Executive having elected to revoke the Release. Executive agrees and acknowledges that she would not be entitled to the consideration described herein absent execution of the Release and expiration of the applicable revocation period without Executive having revoked the Release. Any payments to be eligible for COBRA continuation coverage for made, or benefits to be delivered, under this Agreement (other than the payments required to be made by Company pursuant to Section 5 below and the vesting of outstanding unvested restricted stock grants as set forth in Section 4(a)(ii) above) within the thirty (30) days after the Termination Date shall be accumulated and paid in a lump sum, or as to benefits continued at Executive’s expense subject to reimbursement, which reimbursement shall be made, on the first bi-weekly pay period occurring more than thirty (30) days after the Termination Date, provided Executive delivers the signed Release to Company and the revocation period thereunder expires without Executive having elected to revoke the Release. (c) As a further condition to receipt of the payments and benefits in Section 4(a) above, Executive also waives any reasonand all rights to any other amounts payable to her upon the termination of her employment relationship with Company, other than those specifically set forth in this Agreement, including plan termination (such period from without limitation any severance, notice rights, payments, benefits and other amounts to which Executive may be entitled under the Separation Date through the earlier laws of (i)-(iii)any jurisdiction and/or her Employment Agreement, the “COBRA Payment Period”). Notwithstanding the foregoing, if at and Executive agrees not to pursue or claim any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Periodpayments, benefits or rights set forth therein. (d) If Company is required to prepare an accounting restatement due to material noncompliance by Company, as a fully taxable cash payment equal result of misconduct, with any financial reporting requirement under the federal securities laws, to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings extent required by law, Executive will reimburse Company for (i) any bonus or other incentive-based or equity-based compensation received by Executive from Company (including such compensation payable in accordance with this Section 4 and Section 5) during the remainder 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the COBRA Payment Periodfinancial document embodying that financial reporting requirement; and (ii) any profits realized by Executive from the sale of Company securities during that 12-month period.

Consideration. In consideration of Employee’s Dowski's agreement in paragraphs 8(c), 5(a), 6 and 7, and the other consideration provided herein, and provided that Dowski shall not have taken any action to revoke this agreement, TeleCorp will make the following payments. a. TeleCorp will pay Dowski Seventeen Thousand Five Hundred Dollars ($17,500) a month for the twelve months following the Separation Date in accordance with TeleCorp's normal payroll practices beginning on the next regularly scheduled payday, but not before the expiration of the seven (7) day waiting period as set forth in paragraph 10. All amounts set forth in this Section 2 are subject to applicable (if any) federal, state and local withholding, payroll and other taxes. b. TeleCorp will pay Dowski a lump sum payment of One Hundred and Five Thousand Dollars ($105,000) representing his 1998 bonus, such payment to be made on the same date as TeleCorp pays its 1998 bonuses to its other employees, but not before the expiration of the seven (7) day waiting period as set forth in paragraph 10. c. TeleCorp will pay Dowski together with his next regular paycheck a lump sum equal to his earned but unpaid vacation, including any amounts carried over from 1998, in accordance with TeleCorp's vacation payment policy. d. TeleCorp will reimburse Dowski a total of $4,300 (after tax) in accordance with TeleCorp's relocation policy in payment for his February and March duplicate housing relocation benefit. e. TeleCorp will pay Dowski, within a reasonable period of time after Dowski's submission of documentation reasonably acceptable to TeleCorp, a lump sum equal to the total outstanding amounts due to Dowski for travel and expense reimbursement, net of any amounts due TeleCorp, in accordance with TeleCorp's reimbursement policies; provided, however, that within a reasonable period of time after execution of this Agreement, TeleCorp's Audit Committee will commission an audit of Dowski's expenses as charged by Dowski to TeleCorp's company credit card(s). Any and provided all expenses that Employee signs the Supplemental Release Audit Committee determines are personal in nature (collectively, "Dowski Personal Expenses") will be offset against any reimbursable amounts due to Dowski hereunder. In the event that the Dowski Personal Expenses exceed the total reimbursable amounts due to Dowski under this Section 5(e), such excess amount shall be offset against amounts due to Dowski elsewhere under this Agreement. f. To the extent that Dowski is not eligible for coverage under benefit plans of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke itsubsequent employers, the Company Dowski will provide Employee with the following severance benefits: continue to be covered for a Severance Payment. The Company will pay Employee, as severance, the equivalent period of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date at the expense of TeleCorp by the same or equivalent hospital, medical, and dental coverage as Dowski was covered by immediately prior to the Separation Date. g. Within seven (7) business days after TeleCorp receives this Agreement executed by ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ will: (i) Pay Dowski $18.93 in the aggregate for the repurchase of his Extraordinary Event Shares, Supplemental Shares and nonvested Base Shares; and (ii) Pursuant to the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases Share Grant Agreement dated July 16, 1998, TeleCorp will issue stock certificates to Dowski representing 139.448 shares of Class A voting common stock and 136.948 shares of Series E Preferred Stock, respectively. The shares to be eligible for COBRA continuation coverage for any reasonissued as set forth above will continue to be restricted in accordance with the Stockholders' Agreement by and among ▇▇▇▇▇▇, including plan termination (such period from the Separation Date through the earlier of (i)-(iii)▇▇▇▇▇▇▇▇ PCS, the “COBRA Payment Period”). Notwithstanding the foregoingInc. and certain other stockholders dated July 17, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period1998.

Consideration. In consideration for Employee executing this Agreement, Company agrees to provide to Employee in accordance with the Employment Agreement the following, items (a), (b), (c) and (d) of which shall be paid on the first business day following the six-month anniversary of the Termination Date, and items (e) and (f) of which shall be provided as soon as administratively feasible, but no earlier than eight days after Employee executes this Agreement: (a) Three times Employee’s current annual base salary, for a payment equal to $1,125,000.00; (b) Three times the higher of (i) Employee’s highest annual bonus paid in Company’s three most recent fiscal years or (ii) Employee’s target bonus as provided in Company’s annual cash incentive plan), for a total of $1,387,500.00; (c) The amount of any earned and accrued bonus for 2007 ($0); (d) Any unreimbursed business expenses previously submitted to Company or incurred not more than 30 days prior to the Termination Date; (e) One month of Employee’s execution of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s current base salary as of ($31,250), which represents the Separation Date in pre-termination notice period required by the gross amount of $512,500.00, subject Employment Agreement; and (f) The following health benefits: (i) If Employee elects to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued continue coverage for himself and/or his eligible dependents under Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended (“COBRA”) for Employee and her covered dependents following ), then, during the required period of COBRA continuation coverage with respect to Employee’s separationtermination of employment from Company (but no more than eighteen months) (the “COBRA Period”), the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for reimburse Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until for the earliest of: (i) twelve (12) months after difference between the Separation Date; amount Employee pays for such COBRA continuation coverage and the employee contribution amount that active senior executive employees pay for the same or similar coverage under Company’s group health plans; (ii) If Employee has continued his COBRA coverage throughout the date when Employee becomes eligible COBRA Period, then, for substantially equivalent health insurance coverage in connection with new employment or selfthe thirty-employment; or (iii) six-month period beginning on the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on day immediately following the last day of each remaining month of the COBRA Payment Period (the “Extended Coverage Period”), a fully taxable cash payment equal Company shall provide Employee (and his eligible dependents) with health benefits substantially similar to the COBRA premium those provided under its group health plans for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, active employees for the remainder of the Extended Coverage Period; provided, however, that such health benefits shall be provided to Employee through an arrangement that satisfies the requirements of sections 105 and 106 of the Internal Revenue Code of 1986, as amended, such that the benefits or reimbursements under such arrangement are not includible in Employee’s income; (iii) The cost to Employee for the first eighteen months of coverage during the Extended Coverage Period shall be no greater than the employee contribution amount that active senior executive employees pay for the same or similar coverage under Company’s group health plans, and the cost to Employee for the second eighteen months of coverage during the Extended Coverage Period shall be no greater than the cost of COBRA Payment Periodcontinuation coverage; and (iv) Notwithstanding the preceding provisions of this paragraph 3(f), Company’s obligation to reimburse Employee during the COBRA Period and to provide health benefits to Employee during the Extended Coverage Period shall immediately end if and to the extent Employee becomes eligible to receive health plan coverage from a subsequent employer (with Employee being obligated hereunder to promptly report such eligibility to Company). Company may withhold from any benefits and payments made pursuant to this Agreement all federal, state, city and other taxes as may be required pursuant to any law or governmental regulation or ruling. Finally, the amounts described in items (a), (b), (c) and (d) shall accrue interest on a non-compounded basis, from July 9, 2007 to the date such amounts are actually paid, at a rate of interest equal to the rate accrued by Company on its cash reserves during such period, which interest shall be paid in a lump sum on the date such amounts are actually paid.

Consideration. 4.1 Minimum Work Program Commitment and Maximum Carry Amount As Consideration for the transfer of the Participating Interest hereunder, Farmee agrees to perform or cause to be performed the following obligations: A. Farmee agrees to pay Farmor the amount of US$8,000,000.00 in cash, representing payment for a portion of Farmor’s exploration costs incurred prior to the date hereof, no later than ten (10) days following satisfaction or waiver of the Farm-In Conditions (the “Initial Payment”). The Parties agree and acknowledge that Farmor’s total exploration costs to date are approximately US$11,000,000.00, so that an estimated US$3,000,000.00 in exploration costs will remain outstanding and be recoverable by Farmor in accordance with the Contract. Such remaining sunk costs of Farmor shall be reimbursed on a pro-rata basis after approval of any Overall Development Program and reimbursement of any higher priority costs and expenses as required in accordance with the Contract. B. As partial consideration of Employee’s execution of for the Assignment to be made under this Agreement, and provided that Employee signs the Supplemental Release Farmor’s retained Participating Interest shall be a carried interest for which Farmee shall be wholly responsible to fund all costs until Farmee has spent an aggregate of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date US $30,000,000.00 (the “Supplemental ReleaseMaximum Carry Amount”) and does not revoke iton Exploration Operations or until the commencement of Development Operations, whichever occurs earlier; provided, however, Farmee shall continue to carry Farmor’s retained Participating Interest with respect to any areas inside the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as Contract Area which are outside of the Separation Date areas covered by one or more approved Overall Development Programs up to the Maximum Carry Amount in aggregate. Farmor hereby agrees and acknowledges that any decision to spend amounts exceeding the gross amount of $512,500.00Minimum Work Commitment amounts and up to the Maximum Carry Amount shall be in Farmee’s sole discretion, subject to standard payroll deductions and withholdingsany AFE procedures that may be agreed upon in the JOA. This amount will For the avoidance of doubt, Farmee’s expenditure of any amounts up to the Maximum Carry Amount shall not dilute Farmor’s Participating Interest in the Contract. C. Farmee agrees that it shall expend a minimum of US $6,000,000.00 in qualified Exploration Operations for the 2009 calendar year (the “2009 Minimum Work Commitment”), which expenditures shall be paid credited against the Maximum Carry Amount. Farmee agrees to spend in a single lump sum no later thirty (30) days after excess of the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage 2009 Minimum Work Commitment if necessary to obtain an extension of the Exploration Period under the Consolidated Omnibus Budget Reconciliation Action Contract in satisfaction of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as one of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or selfFarm-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”)In Conditions. Notwithstanding the foregoing, in no event shall Farmee’s obligation to pay the 2009 Minimum Work Commitment exceed US $8,000,000.00, unless Farmee otherwise agrees in writing. The Parties shall use their commercially reasonable efforts to submit a Work Program for 2009 that includes the matters set forth on Exhibit G attached hereto, it being understood that the final 2009 Work Program is subject to CUCBM approval. D. If the Parties mutually agree to proceed with a request to extend Exploration Operations for the 2010 calendar year or they submit an Overall Development Program application for a portion for the Contract Area, then, subject to Government approval of the 2010 Work Program, Farmee agrees that it shall expend a minimum of US $12,000,000.00 in qualified Exploration Operations for the 2010 calendar year (the “2010 Minimum Work Commitment”), which expenditures shall be credited against the Maximum Carry Amount; provided, however, if at any time Farmor is required to submit a budget exceeding the Company determines that its payment of COBRA premiums on Employee’s behalf would result 2009 Minimum Work Commitment amount in a violation of applicable laworder to satisfy the Farm-In Condition in Article 3.1.E, then the 2010 Minimum Work Commitment shall be reduced on a dollar for dollar basis for every amount over US $6,000,000.00 stated in lieu the budget and expended in 2009 by Farmee. In addition to the foregoing, Farmor in its discretion may agree to a reduction of paying COBRA premiums the 2010 Minimum Work Commitment as it deems reasonably appropriate. E. Subject to Farmor’s Opt Out Options, upon Farmee’s total aggregate expenditure of the Maximum Carry Amount, the Parties shall bear further expenditures equally in proportion to their Participating Interest share. F. Notwithstanding the foregoing, Farmee’s obligation to carry Farmor’s Participating Interest share of costs to complete the Work Program for the 2010 calendar year is conditioned upon the satisfaction of all of the following: (i) Completion of the Work Program for 2009 to Farmee’s reasonable satisfaction; (ii) The Parties’ joint development of the Work Program for the 2010 calendar year and submission to the Joint Management Committee for approval, in accordance with the Contract; and (iii) The Parties’ joint submission to the Government of a request for extension of the Exploration Period, for an additional period of at least one (1) year from expiration of the original Exploration Period, and the approval thereof. G. Notwithstanding Farmee’s obligation to carry Farmor up to the Maximum Carry Amount, Farmor agrees to pay the costs associated with the contract to drill FCC-QN 02H well in effect as of the date this Agreement is executed. Such costs shall be recoverable by Farmor pursuant to this Section, the Company shall pay Employee on the last day of each remaining month terms of the COBRA Payment PeriodContract, a fully taxable cash payment equal in addition to the COBRA premium for such month, less applicable federal, state and local payroll taxes and its other withholdings required sunk costs which are not reimbursed by law, for the remainder of the COBRA Payment PeriodFarmee in accordance herewith.

Consideration. (a) The Company agrees to continue to pay Employee his base salary in effect on the date prior to the Resignation Date (at the rate of $197,000 per year) through July 31, 1999 ("Salary Continuation"). In consideration addition, within 14 days of Employee’s execution the Effective Date of this Agreement, the Company will pay to Employee the additional gross amount of $25,000 (minus lawful deductions) representing any and provided all accrued but unused vacation pay due to Employee. Salary Continuation will be paid on the Company's regular pay days, minus all lawful deductions, in accordance with the Company's standard practices for payment of salary. The Company agrees that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B at Employee's written request received on or after March 20, 1999, The Company will pay to Employee the remainder of the Salary Continuation due in a lump sum payment, minus all lawful deductions, to be made within five (5) 15 days of the Separation date of receipt of such written request. In the event of Employee's death, any payments due under this Section 2(a) shall be paid to Employee's estate. (b) The Company agrees to pay the premiums for Employee's COBRA health insurance coverage beginning on the Effective Date (the “Supplemental Release”) and does not revoke itof this Agreement. In addition, the Company will provide Employee with continue to pay the following severance benefits: a Severance Paymentpremiums for Employee's group life and dental insurance on the same terms as such are provided to the Company's senior executives. The Company's payment of such premiums described in this Section 2(b) will continue until the earlier of: (i) July 31, 1999, or (ii) the date on which Employee's right to continuation coverage terminates under COBRA. (c) Through July 31, 1999, the Company will pay to Employee, as severancein addition to the Salary Continuation, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00617.00 per month which is equal to the amount of the current monthly lease payments and reasonable automobile insurance payments on the 1998 Lincoln Navigator, subject originally leased by the Company which lease has been assigned to standard payroll deductions Employee, and withholdingsan additional amount, calculated by the Company in its reasonable discretion, substantially equal to the increased income tax payable by Employee due to such payments for the car lease. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective DateAlso, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985through July 31, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation1999, the Company will reimburse Employee for any reasonable automobile maintenance expenses not covered by warranty and for a monthly fee in the amount of $400 for the cellular phone currently provided to him by the Company. Employee will provide monthly expense requests to the Company with appropriate supporting documentation for such reimbursable expenses. (d) For a period of up to six months following the Resignation Date, the Company agrees to furnish Employee with outplacement assistance, including use of an office, phone, fax, copier and secretarial assistance, through a mutually acceptable outplacement firm, the total cost to the Company not to exceed $2,000 per month; the invoices for which shall be submitted directly to the Company by such outplacement firm. (e) Except as provided in this Agreement, Employee is not entitled to any pay to health insurance provider or benefits from the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of Company after the Separation Resignation Date. The COBRA coverage benefit parties acknowledge that this Agreement provides to Employee payments and benefits to which Employee is not otherwise entitled. (f) The Company agrees to pay the premium on the term life insurance policy currently provided to Employee through May 22, 1999 and will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums pay on Employee’s 's behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay or reimburse Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodpro-rata premium to continue such policy through July 31, 1999. The premium on such policy is $1,245.00 per year. The Company will not object to Employee continuing to carry such policy after July 31, 1999.

Consideration. In consideration of the Employee’s execution and non-revocation of this Agreement and the covenants and promises contained herein, the Company shall provide to Employee, or in the event of his death, to Employee’s estate or legal representative, the following consideration (the “Consideration”), to which Employee acknowledges he is not otherwise entitled: (a) the Company and Employee agree that Employee’s resignation and termination of employment is a “termination without Cause” under the Employment Agreement, thereby entitling Employee to the following: (i) for the duration of the Severance Period, bi-weekly payments of $17,692.31, which payments shall be made in accordance with the Company’s customary payroll practices; (ii) a pro-rated amount of any annual bonus to which Employee would be entitled for 2004 as previously established by the Compensation Committee subject to the Company achieving certain financial targets previously established by the Compensation Committee for 2004, which shall be paid at the earlier of (1) the date it would have been due if Employee was not terminated, or (2) upon completion of the Severance Period; (iii) reimbursement for any COBRA payments actually incurred by Employee during the Severance Period, payable in accordance with the regular expense reimbursement procedures for executives of the Company. Employee shall report COBRA payments actually incurred by Employee by delivering to the Company an expense reimbursement report in the form attached as Exhibit B hereto, accompanied by evidence of payment thereof; (iv) for such time period during the Severance Period after which Employee may not participate in COBRA coverage, reimbursement for any payments actually incurred by Employee for health and dental insurance, not to exceed the maximum monthly COBRA reimbursement provided that in clause (iii) immediately above. Such reimbursement shall be paid monthly upon delivery by Employee signs to the Supplemental Release Company of Claims an expense reimbursement report in the form attached hereto as Exhibit B on or within five “B”, accompanied by evidence of payment thereof; (5v) days the Company’s continuing obligations under the Option Agreements (as defined herein) set forth in paragraph 3 of this Agreement; and (vi) reimbursement for the Separation Date cost of Employee’s full medical examination at the C▇▇▇▇▇ Clinic in Dallas, Texas, provided that such medical examination was completed before the Termination Date. (the “Supplemental Release”b) and does not revoke it, the Company will shall provide Employee with the following severance benefits: a Severance Paymentgeneral release and covenant not to s▇▇ contained in paragraph 5 of this Agreement. The Company will pay EmployeeConsideration, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date both in the gross amount aggregate and individually, shall be in full satisfaction of $512,500.00all unpaid or outstanding obligations due Employee as a consequence of his employment with the Company, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage including under the Consolidated Omnibus Budget Reconciliation Action of 1985Employment Agreement, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, through the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Termination Date. The COBRA coverage benefit will amount of Consideration to be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when to Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company paragraph 2 shall pay Employee on the last day be net of each remaining month any applicable withholding taxes as provided in paragraph 4 of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodthis Agreement.

Consideration. In consideration of Employee’s exchange for the mutual covenants set forth in this letter, following your execution of this Agreement, Agreement and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days Company's actual receipt of the Separation Date signed original of same (the “Supplemental Release”) and does not revoke it"Effective Date"), the Company will agree to provide Employee the financial and other consideration as set forth below: (i) the Company will continue to pay an amount equal to your regular salary, less all customary and required taxes and employment-related deductions, in accordance with the following severance benefits: a Severance Payment. The Company will pay EmployeeCompany's normal payroll practice from November 19, as severance, 2001 through the equivalent of twelve (12) months of Employee’s base salary as expiration of the Separation Date Special Employment Period ("Special Employment Period Payments"); (ii) you will continue to participate in the gross amount Company's benefit plans, to the extent permissible under the plan documents, during the Special Employment Period, including stock option vesting, under the same terms and conditions as you currently are participating; -------------------- Portions of $512,500.00, subject this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to standard payroll deductions the Company's application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. (iii) in the event that you do not continue to work a sufficient number of hours during your Special Employment Period to remain on the Company's group health insurance plan and withholdings. This amount will be paid such reduction in hours constitutes a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage qualifying event under the Consolidated Omnibus Budget Reconciliation Action Act of 19851985 ("COBRA"), you may elect to continue your current health and dental insurance benefits pursuant to the terms of COBRA. If you elect to continue your health and dental insurance under COBRA, the Company will continue to pay its portion of the premium during the Special Employment Period. The COBRA qualifying event otherwise shall be deemed to occur on the Separation Date. As of the Separation Date, you shall be required to pay the full COBRA premium rate if you remain on COBRA coverage; (iv) the Company will, effective January 31, 2002, accelerate the vesting schedule set forth in the option agreements dated September 30, 1998, September 22, 1999 and February 11, 2000 between you and the Company such that as of January 31, 2002, you will be eligible to exercise all of the previously unexercised options granted pursuant to such option agreements. Pursuant to the terms of each of the above-referenced option agreements, the options must be exercised within ninety (90) days after your Separation Date or they will lapse; and (v) subject to Section 2(vi) below, at the conclusion of your Special Employment Period, the Company will provide you with the Supplemental Release, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separationdescribed in Section 4b of this Agreement. Upon the Company's receipt of the signed Supplemental Release, the Company shall pay to health insurance provider you in the full monthly COBRA premiums necessary form of salary continuation in accordance with our normal payroll practices, the gross amount of one hundred twelve thousand five hundred and no/100 (112,500.00) dollars, less all applicable federal, state, local withholding and other employment-related deductions, which sum represents the equivalent of six (6) months of your former annual salary ("Separation Pay"). Variagenics agrees to continue Employee’s your participation in the Company's health and Employee’s covered dependents’ health dental insurance coverage that is in effect for Employee (and her covered dependents) as of plans during the six month following the Separation Date. The COBRA coverage benefit Company will be paid on a monthly basis until also provide you with outplacement counseling at no cost to you; however (vi) if you refuse to execute the earliest of: Supplemental Release at the end of the Special Employment Period, you hereby authorize the Company to deduct from your Separation Pay up to the full amount of the Special Employment Period Payments made to you, less any amounts which you earned for actual services rendered by you to the Company during the Special Employment Period. You acknowledge and agree that the Special Employment Period Payments and benefits provided under this Section 2 of this Agreement are not otherwise due or owing to you under any Variagenics employment agreement (ioral or written) twelve (12) months after or Company policy or practice, and that the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases foregoing payments and benefits to be eligible provided to you are not intended to, and shall not constitute, a severance plan, and shall confer no benefit on anyone other than the parties hereto. You further acknowledge that, except for COBRA continuation coverage for any reasonthe specific payments and benefits set forth in this Agreement, including plan termination (such period from you are not now and -------------------- Portions of this Exhibit were omitted and have been filed separately with the Separation Date through Secretary of the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums Commission pursuant to this Section, the Company shall pay Employee on the last day of each remaining month Company's application requesting confidential treatment under Rule 24b-2 of the COBRA Payment PeriodSecurities Exchange Act of 1934. shall not in the future be entitled to any other compensation including, a fully taxable cash payment equal to the COBRA premium for such monthwithout limitation, less applicable federalother wages, state and local payroll taxes and commissions, bonuses (including, equity, stock, stock options, vacation pay, holiday pay or any other withholdings required by law, for the remainder form of the COBRA Payment Periodcompensation or benefit).

Consideration. In consideration Executive shall receive, in full settlement (except as provided herein) of Employee’s execution of any compensation and benefits to which he would otherwise be entitled under the Employment Agreement or under any other compensation or benefits plan, program, policy or arrangement maintained by the Company in which Executive has at any time been a participant, including without limitation, accrued vacation and other paid time off: 2.1 Executive shall be entitled to payment for accrued and unpaid base salary through the Effective Date, less applicable income and employment tax withholding and benefit plan deductions. The net amount paid pursuant to this Agreement, Section 2.1 after applicable deductions and provided that Employee signs withholding shall be paid on the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days earlier of the Separation Date (the “Supplemental Release”) and does not revoke it, next regular payroll date of the Company will provide Employee with following the following severance benefits: a Severance PaymentEffective Date or such earlier date as may be required by law. 2.2 Executive shall be entitled to payment for accrued and unpaid vacation through the Effective Date, less applicable income and employment tax withholding. The Company will pay Employee, as severance, net amount paid pursuant to this Section 2.2 after applicable withholding shall be paid on the equivalent of twelve (12) months of Employee’s base salary as earlier of the Separation next regular payroll date of the Company following the Effective Date or such earlier date as may be required by law. Such amount shall be paid in complete satisfaction of any liability for accrued vacation and other paid time off. 2.3 Executive shall be entitled to payment of a cash severance payment in the gross amount of $512,500.001,461,811.00, subject to standard payroll deductions less applicable income and withholdingsemployment tax withholding. This The net amount will after applicable withholding shall be paid in a single lump sum no later within thirty (30) days after the Supplemental Release Effective Date; provided, that, if Executive revokes or attempts to revoke the release contemplated herein, the Company shall have no obligation to make the payment contemplated in this Section 2.3. 2.4 Executive agrees that he will submit to the Company, before the Effective Date, as defined thereina request for all expenses to which he is entitled to receive reimbursement pursuant to Company policies or his Employment Agreement. b COBRAThe Company agrees to pay such amounts within 10 days of the date the Executive submits such requests. Provided Executive agrees that Employee timely elects continued no reimbursable expenses shall be incurred by Executive after the Effective Date. 2.5 Executive may elect to continue health benefit coverage under the Company’s group health plan (medical and dental coverages) for himself and eligible dependants to the extent available under the terms of the plan pursuant to the healthcare coverage continuation provisions of the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended (“COBRA”) for Employee ), at the same coverage level provided immediately prior to the Effective Date (subject to any changes in employee coverage under the plan that may be made from time to time with respect to the coverage generally applicable to the Company’s senior executives). If Executive makes the election contemplated under this Section 2.5 and her covered dependents following Employee’s separationdoes not revoke the release contemplated hereunder, the Company shall pay to health insurance provider the full monthly Executive’s COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee the lesser of (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (ia) twelve (12) months after following the Separation Effective Date; (iib) the date when Employee until such time as Executive is no longer eligible for COBRA coverage; or (c) until such time as Executive becomes eligible for substantially equivalent health insurance coverage comparable benefits from a subsequent employer. Executive will pay the cost of such COBRA coverage. 2.6 Executive shall be entitled to such benefits under the Company’s employee benefit plans which are required to be provided under the Employee Retirement Income Security Act of 1974, as amended and in connection with new employment according to the terms of such plan and his rights and the Company’s obligations thereunder shall not be affected by this Agreement. In addition, any vesting, lapse of time or selfsimilar requirements under any stock option plan, restricted stock or other non-employment; or (iii) qualified deferred compensation plan shall be accelerated to the date Employee ceases of the Effective Date and any conditions to Executive’s entitlement to any benefit under any such plans or programs shall be deemed to have been satisfied. Except as specifically provided in the prior sentence, the terms and conditions of any awards under any such plans or programs shall continue to be eligible for COBRA continuation coverage for governed under such plans and programs, as applicable. 2.7 If any reason, including annual bonus is paid out under the incentive compensation plan termination (such period from in which Executive participated with respect to the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law2005 plan year, then in lieu of paying COBRA premiums pursuant Executive shall be entitled to this Section, a bonus for the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment 2005 plan year equal to Executive’s target bonus amount times the COBRA premium for such monthbonus achievement percentage relating to the plan, as determined by the compensation committee, which bonus shall be paid in the timing and manner as the Company’s other annual bonuses generally, less applicable federal, state income and local payroll taxes and other withholdings required by law, for employment tax withholding. This provision shall not entitle Executive to receive any bonus if bonuses are not paid out under the remainder of the COBRA Payment Periodplan in which Executive was a participant.

Consideration. In As consideration of for Employee’s execution of 's entering into this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide agrees: a) Employee with shall receive from the following severance benefits: Company a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the sum of (i), (ii) and (iii) below, payable on the next regular payday following expiration of the revocation period described in paragraph 11 below: (i) 52 weeks of pay, computed at the Employee's regular weekly base salary in effect on the Termination Date (such gross amount equal to $150,000); (ii) a bonus payment equal to 38% of Employee's annual base salary (such gross amount equal to $57,000); (iii) an aggregate automobile allowance equal to $17,700; and (i) From the Termination Date until the last day of March 2002 (the end of the final month covered by your severance pay (the "Severance Period")), the Company shall continue to provide life, medical, dental and long-term disability benefits (the "Company Plans") as previously selected by Employee, for Employee and such of Employee's dependents for whom the Company provided such benefits on the Termination Date; provided Employee shall be responsible for the Employee's share of the cost of coverage and benefits on the same basis as prior to the Termination Date. Such benefits will be continued only to the extent permissible under the terms of such Company Plans. Notwithstanding anything contained in this paragraph b(i) to the contrary, with respect to long-term disability, the Employee must timely apply for conversion insurance and benefits payable thereunder shall not exceed a maximum monthly benefit of $3,000. (ii) If any of the Company Plans do not permit continued participation by the Employee and the Employee's family after termination of employment, then, during the Severance Period, the Company will reimburse the Employee for the cost of obtaining comparable coverage from a third-party insurer, provided, however, that the amount of such reimbursement will not exceed the amount that would have been paid by the Company for coverage under the Company Plans during the Severance period had the Employee's employment not been terminated. If during the Severance Period, and subject to paragraph (iii) below, the Employee is reemployed by another employer, the rights of the Employee and the Employee's family to receive benefits under any Company Plan, or reimbursement for any third-party coverage, will terminate on the date the Employee and Employee's family become eligible to receive comparable benefits from such employer. (iii) If, at the termination of the Severance Period, the Employee is receiving medical and/or dental benefits from a Company Plan, the Company will continue to provide such medical and/or dental benefits to the Employee and/or the Employee's family pursuant to COBRA. For such purpose, the termination of the Severance Period will be considered the date of the "qualifying event" as such term is defined by COBRA premium and the cost of continued coverage during the COBRA period will be determined pursuant to COBRA and paid entirely by the Employee. (iv) If the Company's Plans do not provide for continued medical and/or dental benefit coverage during the Severance Period, then the Termination Date will be considered the date of the qualifying event for COBRA purposes. In such case, the Employee may either elect to continue such coverage pursuant to COBRA or obtain comparable third-party coverage as described in Section 2(b)(ii). If the Employee elects COBRA coverage, then during the Severance Period, the Employee will be charged only the amount that such Employee would have paid for such monthcoverage had such Employee remained employed by the Company (the "Employee Premium") (and the Company paying the remainder), less applicable federal, state and local payroll taxes after the end of such Severance Period and other withholdings required by law, for the remainder of the COBRA Payment Period.period, the cost of such coverage will be determined pursuant to COBRA and paid entirely by the Employee. If the Employee directs the Company not to deduct the entire amount of Employee Premium for the Severance Period from the lump sum paid under Section 2(a), the Employee shall be

Consideration. In consideration for Employee (i) signing this Agreement during the period beginning on the Separation Date and ending on the date which is 21 days following the Separation Date (it being understood that this Agreement shall expire if not executed on or prior to the 21st day following the Separation Date), and (ii) complying with the promises made herein and not revoking execution pursuant to Section 3 below, Employer agrees: (a) to pay to Employee a salary continuation benefit in an amount equivalent to fifty-two (52) weeks of Employee’s final salary, less applicable deductions, in equal installments on Employer’s regular pay days commencing on the first pay day following the expiration of the revocation period specified in Section 3 below, and (b) if Employee is currently enrolled in Employer’s medical and dental plans and elects to continue coverage thereunder in accordance with the continuation of benefits requirements of COBRA, Employee's contribution amount therefor for the equivalent number of weeks during which Employee is receiving salary continuation benefits hereunder will be the normal employee contribution rate. Thereafter, the Employee's contribution amount will be the full COBRA rate. Employee shall notify Employer if Employee becomes eligible for coverage under another group health insurance plan, whereupon Employer's obligation to pay for a portion of such coverage shall cease. Employee agrees to return all Company property (for example, laptop, peripherals, cellular phone/PDA, credit cards, etc.) to Human Resources no later than the Separation Date. In addition, by such date, Employee shall have returned all documents, computer files and/or other materials containing any Employer confidential information in Employee’s possession or control. Employee understands and agrees that Employee would not receive the monies and/or benefits specified herein in the absence of Employee’s execution of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s Agreement and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as fulfillment of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodpromises contained herein.

Consideration. In consideration of Provided Employee has timely executed this Agreement without alteration and complies with its terms (including the cooperation provisions), the Company agrees to provide to Employee the following severance benefits: a. Company will pay Employee severance payment in the amount equal to Employee’s Base Salary as defined in the Employment Agreement (on the basis of an annual salary of $325,000 per year (equal to $27,083.33 per month)) through December 31, 2022, subject to applicable taxes and withholdings. The applicable payment hereunder will commence paid by direct deposit to Employee’s bank account over usual payroll dates within 10 business days after the later to occur of the following (i) Company’s receipt of an original of this Agreement signed by the Employee, with Employee’s waiver of the remainder of the 47-day period provided below; and (ii) the eighth day after the execution of this Agreement, with Employee not exercising the right to revoke this Agreement during the 7-day revocation period provided below. This Agreement may not be signed until after Employee’s last day of employment and provided that Employee signs must be executed within 47 days from the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days date this Agreement was first presented to Employee. b. Per the terms of the Separation Date Employment Agreement, Company will reimburse Employer’s share of group health plan benefits premiums under the Company’s plan for the 12-month period following the date of termination per the terms and conditions provided for in the Employment Agreement. Further, to receive reimbursement, Employee must submit to Company on a monthly basis copies of the premium invoice from the COBRA administrator and proof of timely payment of premium and continuation of benefits. The Employee’s share of COBRA benefits premiums will be adjusted for the new plan year beginning January 1, 2022. c. The Employee will receive a Cash Bonus (without pro rotation) as defined in the Employment Agreement for the calendar year 2021, based on the actual performance and as if he was employed for the entire 2021 year, if any, and shall be paid at the same time in 2022 that bonuses are paid to active employees of the Company. d. The Employee’s outstanding stock option awards (“Supplemental ReleaseOption Awards”) and does not revoke itto acquire shares of Class A Common stock of vTv Therapeutics Inc. (“vTv”) which were scheduled to vest in December 2021 (83,333 options) shall be fully vested on the Separation Date. In addition, notwithstanding anything in the Company will provide Option Awards to the contrary with respect to a termination of employment, any previously unexercised vested Options (including those that vest on the Separation Date) held by Employee with shall be exercisable until the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as last day of the Separation Date Option Period (which for the avoidance of doubt shall in no event be more than the gross amount tenth anniversary of $512,500.00the date of grant) or such earlier date, subject to standard payroll deductions if a Change in Control occurs and withholdings. This amount will all unvested Options shall be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) forfeited as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.

Consideration. In consideration of Employee’s execution of for signing this Agreement, complying with its terms, and provided that Employee signs does not revoke this Agreement, Golden Entertainment, Inc. agrees if Employee properly elects to continue coverage in Employer’s medical, dental and vision plan(s) pursuant to the Supplemental Release of Claims attached hereto as Exhibit B on or within five Consolidated Omnibus Budget Reconciliation Act (5) days of the Separation Date (the “Supplemental ReleaseCOBRA”) and does not revoke itthe applicable terms of the plan, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company Employer will pay Employee, as severance, all COBRA premiums (at the equivalent same level of coverage for Employee in effect immediately prior to the Separation Date) for twelve (12) months of such coverage unless Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: period ends earlier (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding Any further coverage beyond twelve (12) months will be at Employee’s expense. Should the foregoing, if at any time the Company determines that its COBRA policy lapse due to Employee’s non-payment of any employee premiums and/or Employee’s failure to submit required COBRA forms, it shall be the responsibility of Employee to cure such defects, and Employer will not be held liable for any lapses in coverage and will not be required to make any payments for continued healthcare coverage for the Employee during any lapse in COBRA coverage. If the Employer, in its sole discretion, determines the payments of any COBRA premiums on Employee’s behalf would result in a violation violate the nondiscrimination rules or cause the reimbursement of applicable lawclaims to be taxable under the Patient Protection and Affordable Care Act of 2010, then in lieu together with the Health Care and Education Reconciliation Act of paying COBRA premiums pursuant to this Section2010 (collectively, the Company shall pay Employee on the last day of each remaining month “Act”) or Section 105(h) of the COBRA Payment PeriodInternal Revenue Code, a fully the premium payments will be imputed as income and treated as taxable cash payment equal to Employee to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for extent necessary to eliminate any discriminatory treatment or taxation under the remainder Act or Section 105(h) of the COBRA Payment PeriodCode.

Consideration. In consideration of Employee’s execution of this Agreement(i) I acknowledge that my consulting arrangement with Company and the opportunity to receive the payments and benefits described in the Independent Contractor Services Agreement between Company and me, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date dated August 1, 2011, (the “Supplemental ReleaseConsulting Agreement”) as well as the benefits set forth in Section (a)(ii) and does (a)(iii), below, collectively and individually, constitute sufficient and valuable consideration for this Agreement. Capitalized terms not revoke itdefined herein shall have the meaning ascribed in the Consulting Agreement. (ii) Subject to my compliance in all respects with the terms and conditions of this Agreement and the Consulting Agreement, the Company will provide Employee with (i) reimburse me for the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent actual premium cost of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued continuation coverage under the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended amended, and Cal-COBRA (collectively, “COBRA”), for me and my spouse under Company’s group health plans in which we are enrolled immediately prior to the Effective Date (subject to any plan changes that Company might make from time to time), for the period beginning on the Effective Date and ending on the third anniversary of the Effective Date; and (ii) pay me an amount equal to $30,000 (estimated to be the cost of a private health insurance policy for Employee my spouse and her covered dependents following Employeea supplemental Medicare policy for myself for two years, which amount shall be proportionately reduced in the event the insurance specified is not required due to my death or my spouse’s separation, death before the payment becomes due). Company shall pay to health insurance provider me the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is amounts described in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: clause (i) twelve (12) months after monthly in arrears for the Separation first three years following the Effective Date; , provided that I have supplied Company with copies of receipts showing my payment of the COBRA premiums for each monthly period. Company shall pay the amount described in clause (ii) in a lump sum within ten (10) days following the date when Employee becomes eligible third anniversary of the Effective Date. I acknowledge and agree that my spouse and I shall be responsible for substantially equivalent health all matters relating to the insurance coverage described in connection with new employment this section, including, without limitation, our election of or self-employment; or application for such coverage and payment for such coverage. I further acknowledge and agree that if my service to the Company terminates before the end of the Consulting Period (iiias defined in the Consulting Agreement) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination the benefits and payments provided for in this section will cease pursuant to the provisions of Section 15.3 of the Consulting Agreement. (such period from iii) Subject to my compliance in all respects with the Separation Date terms and conditions of this Agreement and the Consulting Agreement and my remaining continuously employed by Company through July 31, 2011 and my continuously performing consulting services for Company through March 15, 2012, I shall be eligible to receive a 2011 annual bonus (the earlier of (i)-(iii“2011 Annual Bonus”), prorated to reflect the number of months during 2011 that I served as Senior Vice President, Buying. The 2011 Annual Bonus shall be calculated at a base amount of $87,500, which amount will be adjusted up or down by the same percentage as Company’s earnings before interest, taxes, depreciation and amortization (“COBRA Payment PeriodEBITDA”)) for its fiscal year 2011 increases or decreases from Company’s EBITDA for its 2010 fiscal year. Notwithstanding For the foregoingpurposes of this Agreement, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall determine the EBITDA in its sole discretion, on a basis consistent with how Company calculates its EBITDA for its fiscal year 2011. If I meet the eligibility requirements set forth above, Company will pay Employee me the 2011 Annual Bonus at the same time as other annual bonuses generally are paid to other Company executives, which is anticipated to occur in March of 2012. I agree that I am not be entitled to any other bonus payment whatsoever for any period of time. I agree that because my employment is ending on August 1, 2011, I would not be entitled to receive any bonus from Company in the last day absence of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodthis Agreement.

Consideration. In consideration of Provided Employee has timely executed this Agreement without alteration and complies with its terms, the Company agrees to provide to Employee the following severance benefits: a. Company will pay Employee severance payment in the amount equal to Employee’s Base Salary as defined in the Employment Agreement (on the basis of an annual salary of $450,000 per year (equal to $37,500 per month)) through December 31, 2022, subject to applicable taxes and withholdings. The applicable payment hereunder will be paid by direct deposit to Employee’s bank account over usual payroll dates within 10 business days after the later to occur of the following (i) Company’s receipt of an original of this Agreement signed by the Employee, with Employee’s waiver of the remainder of the 47-day period provided below; and (ii) the eighth day after the execution of this Agreement, with Employee not exercising the right to revoke this Agreement during the 7-day revocation period provided below. This Agreement may not be signed until after Employee’s last day of employment and provided that Employee signs must be executed within 47 days from the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days date this Agreement was first presented to Employee. b. Per the terms of the Separation Date Employment Agreement, Company will reimburse Employer’s share of group health plan benefits premiums under the Company’s plan for the 12-month period following the date of termination per the terms and conditions provided for in the Employment Agreement. Further, to receive reimbursement, Employee must submit to Company on a monthly basis copies of the premium invoice from the COBRA administrator and proof of timely payment of premium and continuation of benefits. The Employee’s share of COBRA benefits premiums will be adjusted for the new plan year beginning January 1, 2022. c. The Employee will receive a Cash Bonus (without pro rotation) as defined in the Employment Agreement for the calendar year 2021, based on the actual performance and as if he was employed for the entire 2021 year, if any, and shall be paid at the same time in 2022 that bonuses are paid to active employees of the Company. d. The Employee’s outstanding stock option awards (“Supplemental ReleaseOption Awards”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent to acquire shares of twelve (12) months Class A Common stock of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended vTv Therapeutics Inc. (“COBRAvTv”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Datedate hereof shall continue to remain outstanding and vest (to the extent not yet vested) and shall be fully vested at the end of the Transition Period. The COBRA coverage benefit will In addition, notwithstanding anything in the Option Awards to the contrary with respect to a termination of employment, any previously unexercised Options held by Employee shall be paid on a monthly basis exercisable until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month the Option Period (which for the avoidance of doubt shall in no event be more than the tenth anniversary of the COBRA Payment Perioddate of grant) or such earlier date, if a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.Change in Control occurs

Consideration. In consideration of Employee’s execution of this AgreementAlthough it is not obligated to do so, Employer agrees to pay Employee severance equal to ten and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) one half months of Employee’s base salary as of the Separation Date compensation in the gross amount of $512,500.00261,777.08, subject to standard payroll deductions less required withholding and withholdingsdeductions. This amount sum will be net of any legally required deductions, and shall be paid in a single lump sum no later thirty (30) days on the Company’s first regularly scheduled payday that occurs after the Supplemental Release Effective Date, as Date (defined thereinbelow) of this Agreement and Release. b COBRA. Provided that Should Employee timely elects continued elect to continue health insurance coverage under pursuant to the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended 1985 (“COBRA”) by paying the active employee cost sharing, Employer will pay the Employer’s share of the costs of any COBRA premiums until the earlier of: (1) the end of the twelfth month following the Resignation Date; or (2) Employee becomes eligible to obtain health care coverage from another source. Employee agrees to notify the Employer within ten (10) calendar days if he becomes eligible for health care coverage from another source. If Employer results would trigger a Short Term Incentive (“STI”) payment for the fiscal year 2015 for participants under the Short Term Incentive Plan (the “STI Plan”) and such payment is approved by the Board of Directors, Employer agrees to pay Employee an amount equal to 75% of the payment under the STI Plan that Employee would have otherwise received for 2015; provided however that any such calculation of STI to which Employee would have been entitled shall not include any component related to the Individual Goal portion of the STI Plan. Such STI will be paid to Employee at the same time such STI is paid to the other eligible active employees of Employer in 2016, less required withholding and her covered dependents deductions. The following provisions shall apply to any equity grants or awards made by Employer to Employee. Employee shall be entitled to retain any non-statutory stock options granted to Employee that have already vested as of the date immediately preceding the Resignation Date under and pursuant to the terms of Employer’s separation2008 Equity Incentive Plan, as amended (the “Plan”), and any equity agreement (the “Equity Agreement”), related to such stock options (the “Applicable Options”). Such Applicable Options, unless previously exercised, shall terminate on the earlier of the one year anniversary of the Resignation Date or the contractual expiration date of any such Applicable Option under the related Equity Agreement. Any exercise of such Applicable Options, and any other matters with respect to such Applicable Options, shall be governed by the terms of the Plan and the Equity Agreements. Except for the Applicable Options, any other equity awards made to Employee by Employer, including without limitation any stock options, time vested restricted stock, or performance awards, are forfeited. For the avoidance of doubt, the Company immediately preceding sentence shall not apply to any such equity awards of Employee that have vested as of the date immediately preceding the Resignation Date. These payments and benefits exceed anything to which Employee is otherwise entitled to receive from Employer. Except for the amounts provided above, and any accrued benefits under the 401(k) Plan, Employee waives any compensation, benefits, or rights that may have accrued in his capacity as an employee, contractually or otherwise, including, without limit, any right to any salary, fees, or benefits or to continued participation in any compensation plans, programs or arrangements. Employee further acknowledges that he has received all benefits and compensation, including salary, commissions and bonuses, that he has earned as of the date of this Agreement and Release, and that there are no amounts due and owing to him from Employer or any of the Released Parties, except the payments set forth in this Paragraph 1.2. Employee acknowledges that no sums or severance are due to him under the Employment Agreement (“Employment Agreement”). Regardless of whether Employee executes this Agreement and Release, Employer shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve Employee’s base salary, vacation and other cash entitlements accrued through the Resignation Date (12including the amount of $45,459.76 of accrued vacation pay) months after in a lump sum of cash on the Separation Datefirst regularly scheduled payroll date that is at least ten (10) days from the Resignation Date to the extent theretofore unpaid; (ii) the date when amount of any compensation previously deferred by Employee becomes eligible for substantially equivalent health insurance coverage shall be paid to Employee in connection accordance with new employment or self-employmentthe terms of the applicable deferred compensation plan to the extent theretofore unpaid; or and (iii) amount that are vested benefits or that Employee is otherwise entitled to receive under any plan, policy, practice or program of or any other contract or agreement with the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if Employer at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal or subsequent to the COBRA premium for Resignation Date, payable in accordance with such monthplan, less applicable federalpolicy, state practice or program or contract or agreement, and local payroll taxes and the Employer shall have no other withholdings required by law, for the remainder of the COBRA Payment Periodseverance obligations with respect to Employee.

Consideration. In (a) As consideration of for Employee’s execution promises made in this Agreement, including Employee’s full release of claims in Section 4 of this Agreement, Employer agrees to the following: (i) Employer agrees to pay Employee a payment in the total gross amount of Six Hundred Thirty Six Thousand Four Hundred Eighty Dollars and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five No Cents (5$636,480.00) days of the Separation Date (the “Supplemental ReleaseSeparation Payment”) ); less all required governmental payroll deductions and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Paymentwithholdings. The Company will Separation Payment shall be made as soon as reasonably practicable after the Effective Date (as that term is defined in Section 4 below). (ii) As further consideration, commencing on January 1, 2018, Employer shall pay for the full cost of Employee, as severance, the equivalent of ’s premium for twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued health insurance coverage under SUN’s health insurance plan and the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Act (“COBRA”), subject to the terms, conditions and limitations of that health insurance plan. Employee must make such elections and take such other actions as may be required by the health plan and applicable law in order to receive such continued coverage. (iii) As further consideration, Employer agrees to reimburse/pay Employee for Employee and her covered dependents following Employee’s separationreasonable relocation expenses from Dallas, the Company shall pay TX to health insurance provider the full monthly COBRA premiums necessary to continue a location of Employee’s and choosing. Employee agrees to make such relocation prior to December 31, 2018. The relocation reimbursement shall include, if necessary, home sale loss protection on the Employee’s covered dependents’ health insurance coverage that is Dallas home and tax gross-up protection on the relocation benefits. (b) As consideration for Employee’s agreement to be bound by the restrictive covenants found in effect for Employee (Section 6 of this Agreement as well as the specific promises and her covered dependents) as covenants of Sections 5, 6 and 11, Employer agrees to the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: following: (i) twelve As further consideration, Employer agrees to pay Employee an amount equal to [100%] [NTD: AMOUNT/PERCENTAGE TO BE UPDATED AT TERMINATION DATE BASED ON TRENDING PERFORMANCE] of the Employee targeted bonus award for 2017 under the Energy Transfer Partners. L.L.C. Annual Bonus Plan (12the “Bonus Plan”), which amount reflects performance achieved against stated goals under the Bonus Plan. For 2017, [100%] [NTD: TO BE UPDATED AT TERMINATION DATE BASED ON TRENDING PERFORMANCE] of Employee’s target bonus is Seven Hundred Ninety-Five Thousand Six Hundred Dollars and No Cents ($795,600.00) months after (the Separation “Bonus Equivalent Award”). Employee understands and acknowledges that he is not eligible for any amounts under the Bonus Plan as his employment is ending prior to the date awards under the Bonus Plan would otherwise be paid to employees and that the Bonus Equivalent Award received is at the full discretion of the Employer. Payment of the Bonus Equivalent Award shall be made within ten (10) business days of the Effective Date; . (ii) SUN shall cause the date when Employee’s unvested restricted units/phantom units (as described below) awarded to the Employee becomes eligible for substantially equivalent health insurance coverage pursuant to the terms of the Second Amended and Restated Energy Transfer Partners, L.P. 2008 Long Term Incentive Plan (the “ETP 2008 Unit Plan”), and the Sunoco LP 2012 Long-Term Incentive Plan (“SUN Unit Plan”) to be accelerated in their vesting in accordance with the vesting schedule set forth below. After giving effect to the restricted units/phantom units that vested on December 5, 2017, Employee has outstanding awards under the ETP 2008 Unit Plan of 12,000 restricted units and 183,080 restricted phantom units under the SUN Unit Plan that are otherwise not scheduled to vest until after the Employee’s termination of employment (collectively the “Accelerated Vesting Units”). In connection with new employment this Agreement and Section 2(b)(i) hereof, ETE shall or self-employmentshall cause the Accelerated Vesting Units to accelerate and fully vest as follows: Within in ten (10) business days after the Effective Date: (a) 6,000 restricted units under the ETP 2008 Unit Plan; or and (iiib) 91,540 restricted phantom units under the date SUN Unit Plan. As of January 1, 2019: (a) 6,000 restricted units under the ETP 2008 Unit Plan; and (b) 45,770 restricted phantom units under the SUN Unit Plan. As of January 1, 2020: (a) 45,770 restricted phantom units under the SUN Unit Plan. For purposes of the rest of this Section and Section 6 the Accelerated Vesting Units shall be referred to as the (“Restrictive Covenant Units”). Employee ceases understands and acknowledges that the acceleration of the Restricted Covenant Units is a taxable event on each of the accelerated vesting dates and will be subject to applicable government withholdings. Employee further understands and acknowledges that Employer will satisfy Employee’s statutorily applicable governmental withholding obligation through the sale and withholding of accelerated restricted common/phantom units. Employee further acknowledges and agrees that each of the accelerated vesting events with respect to the Restricted Covenant Units is completely and fully predicated on Employee’s continued compliance with this Agreement, specifically Section 5, 6, and 11 as well as the terms and conditions of the Consulting Agreement. Employee also understands and acknowledges that Employee would not otherwise be eligible for COBRA continuation coverage for accelerated vesting of the Restrictive Covenant Units, or payment of any reasonamounts, including plan termination (such period from under the Separation Date through ETP 2008 Unit Plan and/or the earlier SUN Unit Plan as all of (i)-(iii), the “COBRA Payment Period”)applicable long-term incentive plans require continuing employment on the vesting dates of the awards in order to receive them. Notwithstanding the foregoing, if at Employer agrees that in the event (i) there is a change in control of Sunoco GP, LLC, other than to an affiliate of Energy Transfer Equity, L.P. (“ETE”); or (ii) SUN common units are no longer publicly traded, any time unvested Accelerated Vesting Unit shall accelerate within ten (10) business days of the Company determines change of control or delisting, as applicable. Employee specifically acknowledges and agrees that its payment the provisions contained in Section 5, 6 and 11 are material inducements to the Employer providing the compensation described in Section 2(b) above. Employee also specifically agrees and acknowledges that he will not seek to or raise as part of COBRA premiums on any judicial or administrative process to have the restrictive covenants found in Section 6 as well as promises and covenants in Sections 5, 6 and 11 to be determined to be invalid or unenforceable for any reason. The consideration given to Employee hereunder is expressly and completely conditioned upon Employee’s behalf would result full compliance with the terms and conditions set forth in this Agreement. Notwithstanding anything in this Agreement to the contrary, and in addition to any and all other remedies and alternatives which may be available at law or in equity, in the event of a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month breach of the COBRA Payment Periodprovisions of this Agreement by Employee, a fully taxable cash payment equal Employer may (in its sole discretion) cease without further obligation to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder Employee to make any of the COBRA Payment Periodremaining payments set forth in this Section 2.

Consideration. In consideration of Employeefor this Agreement and Executive’s execution of this Agreement, release and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separationother promises set forth herein, the Company shall pay to Executive: (1) ($ ) (the “Severance Amount”), subject to all applicable withholdings, representing an amount equivalent to twenty-four (24) months of base salary, to be made in equal, pro rata amounts according to the Company’s normal payroll schedule and procedures over the course of the eighteen (18) months commencing on the first payroll date of the Company following the sixtieth (60th) day of the Employee’s termination of employment (the “First Payroll Date”); (2) An amount equal to the annual bonus, if any, earned based on actual performance by Executive for the FY 202[ ], payable in 202[ ] after FY 202[ ] ends at such times as the annual bonus is paid for other similarly situated executives; (3) A pro rata portion of the annual bonus, if any, earned based on actual performance by Executive for fiscal year 202[ ], payable later than one hundred twenty (120) days after the end of fiscal year 202[ ] and no earlier than the First Payroll Date, in accordance with the Company’s standard procedures for paying any such bonus to other employees under the bonus plan, except for any requirement that the Employee be employed on the bonus payment date, and subject to all applicable withholding; (4) ($ ) (the “COBRA Amount”), subject to all applicable withholdings, representing the total monthly premiums required by Executive to maintain Executive’s health insurance provider benefits provided by the full monthly COBRA premiums necessary to continue EmployeeCompany’s and Employee’s covered dependents’ group health insurance coverage that is plan for eighteen (18), in effect for Employee (and her covered dependents) as accordance with the requirements of the Separation Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), to be made in equal, pro rata amounts according to the Company’s normal payroll schedule and procedures over the course of the eighteen (18) months commencing on the First Payroll Date. The COBRA coverage benefit will payments under this Section shall not be paid on a monthly basis due, owed, or payable to Executive until each of the earliest offollowing has occurred: (i) twelve (12) months after the Separation Date; (iia) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reasonCompany’s receipt of this Agreement, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums signed by Executive and not revoked by Executive pursuant to Paragraph 7 of this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.Agreement; and

Consideration. In consideration If you (a) sign and do not revoke this Agreement (b) comply with the obligations set forth in this Agreement and (c) continue to comply with the restrictive covenants in Paragraph 7 below, then the Company will provide you with the following severance payments and benefits (collectively, the “Consideration”): (i) You will receive continuation of Employeeyour Base Salary in accordance with the Company’s execution regular payroll practices, less all relevant taxes and other withholdings, for a period of this Agreement, and provided that Employee signs eighteen (18) months starting on the Supplemental Release of Claims attached hereto as Exhibit B on or within five first payroll date following the Termination Date. (5ii) days of For the Separation eighteen (18) months following the Termination Date (the “Supplemental ReleaseCoverage Period”) ), if you timely and does not revoke it, properly elect to receive continued health coverage under the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of EmployeeCompany’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage health plan under the Consolidated Omnibus Budget Reconciliation Action Act (“COBRA”), you will receive continued health (including hospitalization, medical, dental, vision, etc.) insurance coverage (“COBRA Coverage”) that is substantially similar in all material respects to the coverage provided to other Company employees as of 1985the Termination Date, provided that you pay to the Company, on a monthly basis, an amount equal to the amount active Company employees pay for such coverage. You agree to promptly notify the Company of your coverage under an alternative health plan upon becoming covered by such alternative plan, at which time your COBRA Coverage may be reduced or eliminated, as applicable, to the extent that continued receipt of COBRA Coverage would result in duplicative benefits. The COBRA continuation coverage period under Section 4980B of the Internal Revenue Code of 1986, as amended (the “COBRACode”) shall run concurrently with the Coverage Period. (iii) You will receive reimbursement for Employee reasonable fees and her covered dependents following Employee’s separation, costs you incur for outplacement services during the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after following the Separation Termination Date; , up to a maximum of $25,000, provided that you submit any requests for reimbursement to the Company within thirty (ii30) days of the date when Employee becomes eligible the expense is incurred. (iv) 301,542 unvested shares of restricted stock you hold pursuant to the Company’s 2016 Omnibus Incentive Compensation Plan will vest as of the Termination Date. All other restricted stock awards, including all performance stock unit awards you hold in the Company that are unvested as of the Termination Date will be terminated and cancelled as of the Termination Date. You agree and acknowledge that the payments described in Section 2 are the final compensation to which you are entitled and you are not owed any other money or compensation for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to services performed. You will not be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time Consideration described in this Paragraph 3 unless the Company determines has received an executed copy of this Agreement, which has not been revoked. You further agree that its payment of COBRA premiums on Employee’s behalf would result the amounts described in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to Section 3 are the full consideration for this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment Agreement and are equal to or exceed the COBRA premium for such monthseverance benefits described in the Severance Agreement and are equal to or exceed any benefits, less applicable federalcompensation, state and local payroll taxes and or other withholdings required by law, for the remainder financial consideration to which Employee would be entitled absent his signing of the COBRA Payment Periodthis Agreement.

Consideration. In consideration exchange for the promises made herein, the Parties agree that: a. As the Executive’s Final Compensation and Final Bonus pursuant to the Employment Agreement, the following described in clauses 1(a)(i) through 1(a)(v) shall be paid or provided by the COMPANY to the EXECUTIVE: (i) On the effective date of Employeethis Agreement, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”), the COMPANY shall pay EXECUTIVE the amount of Base Salary as of such date that has been earned through the Separation Date but has not been paid; (ii) On the Effective Date of this Agreement, the COMPANY shall pay EXECUTIVE all PTO accrued but unused through the Separation Date according to State requirements with all PTO to cease to accrue as of the Separation Date; (iii) The COMPANY shall pay, subject to and contingent upon approval by the Board of Directors, the full amount of the EXECUTIVE’s execution Management Bonus for calendar year 2014 on the Company’s regularly scheduled payout date. (iv) The COMPANY shall pay the full amount of the Retention Bonus for calendar year 2014 payable on December 12, 2014. (v) The COMPANY shall reimburse EXECUTIVE, no later than December 31, 2014, for the EXECUTIVE’s business expenses which have been incurred but not reimbursed by the Separation Date, subject to substantiation prior to such date by the EXECUTIVE in accordance with the COMPANY’s expense reimbursement policies. b. The COMPANY agrees to pay EXECUTIVE cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling thirty-six (36) months of Base Salary provided EXECUTIVE complies with Sections 7 (as amended herein), 8, 9 and 10 of the Employment Agreement. Payments are to begin on the COMPANY’s next regular payroll period which is at least five (5) business days following the Effective Date of this Agreement, and shall be made and continue bi-weekly pursuant to the COMPANY’S standard payroll practices. However, if the 60 day period within which to consider signing this Agreement begins in calendar year 2014 and ends in calendar year 2015, the first severance payment shall not be made until after January 1, 2015 regardless of when this Agreement is signed by EXECUTIVE. c. No later than forty-five days after the Separation Date, the COMPANY shall obtain title to the cars used by EXECUTIVE (VIN # ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ and VIN # ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇) and shall irrevocably transfer title to such cars to EXECUTIVE and shall pay all fees, taxes, payments or other amounts necessary to effectuate such transfer of title. EXECUTIVE agrees and acknowledges that after transfer of the title to the automobile to him, the COMPANY shall no longer be responsible for providing insurance or maintenance for the automobile in any manner and EXECUTIVE shall be responsible for all costs associated with the vehicle from that date forward. EXECUTIVE agrees and acknowledges that the COMPANY’s Executive Vehicle Program shall no longer apply. d. Upon the Separation Date, EXECUTIVE shall have the right, but not the obligation, to request that the COMPANY pay a Real Estate Keep Whole Amount related to his primary residence in Boerne, Texas as described in Section 4.8 of the Employment Agreement provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or such request be made in writing and accompanied with a fair market appraisal within five thirty (530) days of the Separation Date (Date. e. EXECUTIVE may have the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as right to continue certain benefits pursuant to Section 4980B of the Separation Date in the gross amount Internal Revenue Code of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 19851986, as amended (“COBRA”) for Employee after the Separation Date and her covered dependents following Employee’s separationwill receive a notification of COBRA rights under separate cover. Provided EXECUTIVE validly and timely elects COBRA continuation coverage, to the extent permitted by law, the Company shall COMPANY agrees to pay up to 100% of the COBRA premiums to continue medical, dental, and vision insurance coverage under the COMPANY’s group health insurance provider plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the full monthly COBRA premiums necessary to continue Employeeterms of the COMPANY’s and Employee’s covered dependents’ group health insurance coverage that is in effect plan, as it may be amended from time to time (the “Health Benefits”) for Employee a period of up to thirty-six (and her covered dependents36) as of months or such shorter period allowed by COBRA from the Separation Date. The EXECUTIVE understands and agrees that payments made pursuant to this Paragraph 1(e) shall be included in his taxable income to the extent required by applicable law. EXECUTIVE and the COMPANY agree that the foregoing period of COMPANY-paid COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reasonshall count against, including plan termination (such period from the Separation Date through the earlier of (i)-(iii)and reduce, the otherwise applicable period during which the EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) would be entitled to receive COBRA Payment Period”)coverage that is not so paid by the COMPANY. Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf payments made pursuant to this Paragraph 1(e) would violate the nondiscrimination rules applicable to non-grandfathered plans, or would result in a violation the imposition of applicable law, then in lieu of paying COBRA premiums penalties as determined under final regulations promulgated pursuant to this Sectionthe Patient Protection and Affordable Care Act of 2010 (“PPACA”), the Company shall reform Paragraph 1(e) in a manner as is necessary to comply with PPACA. f. The COMPANY agrees to pay Employee up to 100% of the monthly premium on the last day (i) North American Company for Life and Health Insurance Buy Sell Policy Number L014978830, (ii) North American Company for Life and Health Insurance Buy Sell Policy Number LB00850080, (iii) current COMPANY-provided Basic Life and AD&D Life Insurance Policy, (iv) current COMPANY-provided Voluntary Employee Life and AD&D Life Insurance Policy, (v) current COMPANY-provided Spouse Voluntary Life and AD&D Life Insurance Policy and (vi) current COMPANY-provided Child Voluntary Life Insurance Policy (collectively, the “Respective Policies”) for a period of each remaining up to thirty-six (36) months or such shorter period as allowed by the Respective Policy from the Separation Date, to the extent permitted by law and subject to EXECUTIVE validly electing to continue such coverage. After the 36 month period expires, to the extent permitted by law and the Respective Policy, EXECUTIVE may have the option to continue to pay the monthly premiums himself in accordance with the Respective Policy. If any of the COBRA Payment PeriodRespective Policies expire, the COMPANY shall procure a fully taxable cash payment equal to substantially similar policy for EXECUTIVE and pay 100% of the COBRA monthly premium for on such month, less applicable federal, state and local payroll taxes and other withholdings required by law, policy for the remainder of the COBRA Payment 36 month period. EXECUTIVE understands and agrees that payments made pursuant to this Paragraph 1(f) shall be included in his taxable income to the extent required by applicable law. Notwithstanding the foregoing, if the payments made pursuant to this Paragraph 1(f) would violate the nondiscrimination rules applicable to non-grandfathered plans, or would result in the imposition of penalties as determined under final regulations promulgated pursuant to PPACA, the Company shall reform Paragraph 1(f) in a manner as is necessary to comply with PPACA. g. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant to Section 4.3 or Section 4.9 of the Employment Agreement, on and following the Effective Date, any outstanding stock options with respect to the COMPANY’s stock held by EXECUTIVE on the Separation Date (i) shall be fully vested and exercisable to the extent not previously vested and exercisable; and (ii) may be exercised until the earlier of (a) the expiration date of the original “Option Period” as defined under such Stock Option Award Agreements (or such comparable defined term relating to the period of exercisability of the stock options), or (b) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. h. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the performance of his duties as requested by the COMPANY. i. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In consideration (a) Iomega shall make a total special severance payment to Employee in the amount of $950,000.00 less necessary federal, state and other withholdings to be paid in bi-weekly increments over approximately one year, beginning on the next payroll cycle after receipt of this fully executed Agreement, SUBJECT TO THE FOLLOWING: (A) Employee must provide any reasonable assistance related to the business of Iomega that the Company requests during those months, and must comply with the Iomega Employee Information Guide through Employee’s execution Termination Date, and (B) IF Employee becomes employed or otherwise engaged in gainful employment during the 12 month period following his Resignation Date, fifty percent (50%) of the amount that Employee obtains from such other employment will be applied against and reduce the special severance payment (the “Mitigation”) EXCEPT that notwithstanding this Mitigation, Iomega shall be obligated to pay Employee a minimum of $475,000 (gross) in special severance payments. Iomega will also pay the equivalent to the cost of COBRA (grossed up so that taxes are not deducted) for the period from the Termination Date through the one-year anniversary of the Resignation Date, based on Employee’s current health insurance benefits (“Health Benefit Continuation”); such Health Benefit Continuation shall cease upon the earlier of one-year from the Resignation Date, and Employee commencing a new employment relationship outside of Iomega Corporation. Employee acknowledges and agrees that except as noted elsewhere in this document, no payments hereunder constitute compensation under the 401(k) plan eligible for elected deferrals and matching contributions. (b) Iomega will continue to provide participation in Executive Life Insurance at two times annual base salary and Participation in the Executive Tax Planning Services of Iomega, through February 3, 2007. (c) Iomega will reimburse Employee up to $30,000 towards executive outplacement services actually obtained by Employee in the first 12 months following the Resignation Date. (d) Employee will retain his currently assigned laptop computer, mobile telephone and mobile telephone number. After the Termination Date, all billing related to the mobile telephone will become the responsibility of the Employee. (e) The amounts and provisions set forth in Section 3 (a) through (d) above will be paid or implemented after receipt of a fully executed and unchanged copy of this Agreement and the expiration of the Age Release Period described in this Agreement. These payments shall be in full satisfaction of any and all claims Employee may have arising directly or indirectly from his/her employment and separation from Iomega Exec Sep Agreement Over 40 1 Feb. 2006 and shall also be consideration for the other promises contained herein. Employee acknowledges and understands that, except as described in Section 3 of this Agreement, Employee will not be entitled to receive from Iomega any other severance or termination allowance or any other compensation or payment, including any other payments for any sales commissions or bonuses or other consideration. Employee acknowledges that the foregoing fully satisfies all rights to severance and provided that other consideration under any and all contracts or agreements Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on has or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke itever had with Iomega, the Company will provide Employee including Employee’s June 18, 2001 employment agreement with the following severance benefits: a Severance Payment. The Company will pay EmployeeIomega, as severanceamended. NO OTHER PAYMENTS OTHER THAN THOSE LISTED IN THIS SECTION 3 SHALL BE DUE TO EMPLOYEE, the equivalent of twelve (12) months of Employee’s base salary except as of the Separation Date provided below in the gross amount final sentences of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30section 3(a) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date June 2005 Agreement to Defer Compensation executed by Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from and the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodCompany.

Consideration. In consideration of Employee’s execution of for Employee signing this AgreementAgreement and General Release, and provided that complying with its terms, Momenta agrees to provide the following separation benefits in accordance with and pursuant to the Executive Employment Agreement between Employee signs and the Supplemental Release Company dated as of Claims attached hereto June 18, 2008 (as Exhibit B on or within five (5) days of the Separation Date (amended, the “Supplemental ReleaseEmployment Agreement”): (a) and does not revoke itFour hundred fifty thousand six hundred twenty six dollars ($450,626), the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of representing an amount equal to twelve (12) months of Employee’s gross base salary as of the Separation Date in the gross amount date of $512,500.00termination, subject less lawful deductions, to standard payroll deductions and withholdings. This amount will be paid in a single equal ratable installments in accordance with the Company’s regular payroll practices over the twelve (12) month period beginning on the next payroll date following the 60th day after the date of termination; (b) One hundred eighty thousand two hundred fifty dollars ($180,250), less lawful deductions, representing the greater of (i) the annual discretionary target bonus for Employee for fiscal year 2018 and (ii) the annual bonus paid to the Employee for fiscal year 2017, to be paid in one lump sum no later thirty (30) days on the next payroll date following the 60th day after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that date of termination; (c) if Employee is eligible for and timely elects continued to continue his medical, dental and/or vision health insurance coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“pursuant to COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay continue to health contribute, until the earlier of twelve (12) months following the date of termination or the date on which Employee becomes eligible to receive group medical, dental and/or vision insurance provider coverage through a new employer (the full monthly “Contribution Period”), toward the cost of Employee’s COBRA premiums necessary the same amount that it pays on behalf of active and similarly situated employees receiving the same type of coverage. The remaining balance of any premium costs, and all premium costs after the Contribution Period, shall be paid by Employee on a monthly basis. After the Contribution Period, Employee may continue receiving coverage under COBRA at his own cost if and to continue Employee’s and Employee’s covered dependents’ health the extent that he remains eligible for COBRA continuation. Employee agrees that he shall notify the Company in writing immediately following the date on which he becomes eligible for group medical and/or dental insurance coverage that is through another employer; (d) the Company shall continue to provide benefits to Employee in effect for Employee (and her covered dependents) accordance with any applicable life insurance, accident and/or disability plans under which he was eligible as of the Separation Date. The COBRA coverage benefit will date of termination consistent with such benefits as may be paid on a monthly basis provided to active and similarly situated employees covered by such plans, until the earliest of: earlier of (i) twelve (12) months after following the Separation Date; date of termination or (ii) the date when on which Employee becomes eligible for to receive substantially equivalent health insurance comparable coverage in connection with through a new employment or self-employment; or employer (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Extended Benefits Period”). Notwithstanding ; provided, however, that if such plans do not permit continued coverage of Employee following the foregoing, if at any time the Company determines that its payment date of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Sectiontermination, the Company shall pay instead reimburse Employee for the reasonable cost of purchasing substantially comparable coverage during the Extended Benefits Period, payable in accordance with Section 10(d). Employee agrees that he shall notify the Company in writing immediately following the date on which he becomes eligible for life insurance, accident and/or disability coverage through a new employer; and (e) Employee shall be entitled to continued vesting of any unvested stock options outstanding as of the date of termination (collectively, the “Outstanding Stock Options”) for a period of twelve (12) months from the date of termination (the “Extended Vesting Date”) regardless of whether Employee maintains a continuous service relationship with the Company during such time and, subject to the terms of the applicable equity plan and award agreement, the right to exercise any Outstanding Stock Options shall terminate on the last day earlier of each remaining month three months after the Extended Vesting Date and the original expiration date of the COBRA Payment PeriodOutstanding Stock Option (assuming no termination of employment occurred); provided that, if Employee maintains a fully taxable cash payment equal continuous service relationship with the Company after the Extended Vesting Date, Employee will be eligible for continued vesting and exercisability of any Outstanding Stock Options as described in, and subject to the COBRA premium for terms of, the documents governing the Outstanding Stock Option. Employee shall also be entitled to immediate vesting, on the date of termination, of any restricted stock awards and restricted stock unit awards with underlying shares that (i) vest solely through the passage of time (i.e., service-based vesting) and not upon the achievement of specified conditions or milestones (i.e., performance-based vesting) or (ii) accelerate in accordance with their terms in connection with Employee’s termination without cause (collectively, “Outstanding Restricted Stock Awards”), in each case that would have vested during the period of twelve (12) months from the date of termination; provided that, if any such monthawards constitute “non-qualified deferred compensation” subject to Section 409A (as defined in Section 10), less applicable federalthen such awards will vest on the date of termination and will be paid or settled, state as applicable, in accordance with the schedule that applies to such awards notwithstanding the accelerated vesting provisions of this Section to the extent necessary to avoid a prohibited distribution under Section 409A. For the avoidance of doubt and local payroll taxes notwithstanding the contrary terms of any Outstanding Restricted Stock Award, Employee will not continue vesting in any Outstanding Restricted Stock Awards by reason of Employee’s continued service to the Company following the date of termination and other withholdings required by law, for Employee shall have no further rights with respect to any Outstanding Restricted Stock Awards that remain unvested after taking into account the remainder of the COBRA Payment Periodvesting provisions set forth in this Section 2(e).

Consideration. In consideration Consistent with Section 5(b) of Employee’s execution of this the Employment Agreement, in consideration for Executive signing and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) not revoking this Agreement and does not revoke itcomplying with its terms, the Company will agrees to provide Employee Executive with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent following: (a) an amount equal to 100% of twelve (12) months of EmployeeExecutive’s base salary in effect as of the Separation Date Date, less applicable withholdings and deductions, payable in the gross amount of $512,500.00twelve equal monthly installments, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) Salary continuation payments shall commence within 60 days after the Supplemental Release Effective Separation Date and, once commenced, will include any unpaid amounts accrued from the Separation Date, as defined therein. b COBRA. Provided that Employee timely elects . (b) any continuation coverage premium payments (for Executive and Executive’s dependents) for continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Act (“COBRA”) ), for Employee and her covered dependents the one-year period following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii)or, the “COBRA Payment Period”)if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding the foregoing, if at any time the Company Company, in its sole discretion, determines that its payment it cannot provide the foregoing subsidy of COBRA premiums coverage without potentially violating or causing Company to incur additional expense as a result of noncompliance with applicable law (including Section 2716 of the Public Health Service Act), Company instead shall provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue the group health coverage in effect on Employeethe Separation Date (which amount shall be based on the premium for the first month of COBRA coverage), which payments (i) shall be made regardless of whether Executive elects COBRA continuation coverage, (ii) shall commence on the later of (A) the first day of the month following the month in which the Separation Date occurs and (B) the effective date of the Company’s behalf would result in a determination of violation of applicable law, then in lieu and (iii) shall end on the earliest of paying COBRA premiums pursuant to this Section(x) the effective date on which Executive becomes covered by a medical, the Company shall pay Employee on dental or vision insurance plan of a subsequent employer, and (y) the last day of each remaining month the period one year after the Separation Date. Executive shall have no right to an additional gross-up payment to account for the fact that such COBRA premium amounts are paid on an after-tax basis. (c) no later than 75 days after the end of the COBRA Payment Period2023 fiscal year, a fully taxable cash payment single lump-sum amount equal to Executive’s Earned Bonus (as defined in the COBRA premium Employment Agreement) for such monthfiscal year, less applicable federal, state withholdings and local payroll taxes and other withholdings required by law, deductions. To be eligible for the remainder payments and benefits described in subsections (a)-(c), Executive must have timely returned to Company a fully executed original of this Agreement and not revoked the Agreement. The payments and benefits provided pursuant to this Section 2 shall not be taken into account as current compensation under any retirement plan, benefit, program, or arrangement sponsored or maintained by Company. Any equity award previously granted to Executive shall be governed by the terms of the COBRA Payment Periodequity incentive plan under which the grant was made. Executive understands, acknowledges, and agrees that the consideration set forth in this Section 2 fully satisfies Company’s obligations to Executive under the Employment Agreement or otherwise upon separation from employment. Executive further acknowledges that Executive is not entitled to any additional payment or consideration not specifically referenced in this Agreement.

Consideration. In consideration Subject to the effectiveness of this Agreement and Employee’s compliance with his obligations under this Agreement, the Company agrees to pay or provide Employee the following amounts, less applicable withholding taxes: (a) payment of accrued obligations, consisting of any accrued, unpaid base salary through the Termination Date, any accrued, unused vacation as of the Termination Date, and any incurred, unreimbursed business expenses as of the Termination Date which are reimbursable pursuant to Company policy, to be paid on the Company’s next regular pay date following the Termination Date, as well as payment of Employee’s execution of this Agreement, earned and provided that Employee signs vested benefits under the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) Company’s retirement and does not revoke it, the Company will provide Employee health and welfare employee benefit plans in accordance with the following severance benefits: applicable terms thereof; (b) cash salary continuation equal to Employee’s annual base salary of $303,880.00, payable over a Severance Payment. The Company will pay Employee, as severance, the equivalent period of twelve (12) months of Employeein accordance with the Company’s base salary as of regular payroll practices, commencing with the Separation Date in Company’s next regular pay date following the gross amount of $512,500.00, subject Termination Date; (c) if and to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that extent the Employee timely elects continued to continue coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985Company’s group health, as amended (“dental and/or visions plans under COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall will continue to pay to health insurance provider a share of the full required monthly COBRA premiums necessary premium for such coverage equal to continue Employeethe Company’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as share of the Separation Date. The COBRA coverage benefit will be applicable premium paid on by similarly-situated active employees for such coverage, for a monthly basis until the earliest of: (i) period of up to twelve (12) months after following the Separation Date; (ii) end of the date when month in which the Termination Date occurs, or until the Employee becomes eligible for substantially equivalent coverage under another group health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoingplan, if at any time earlier, and shall withhold the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month corresponding share (if any) of the COBRA Payment Period, a fully taxable cash payment equal to the required monthly COBRA premium for such month, less applicable federal, state coverage from the Employee’s salary continuation payments described in Section 2(a) above; and (d) accelerated vesting and local payroll taxes and other withholdings required by law, for the remainder payment of a pro-rata portion of the COBRA Payment PeriodEmployee’s currently outstanding restricted stock unit awards (“RSUs”), as follows: the vesting of (i) 72.35% of the 6,800 RSUs granted in June 2011, or 4,920 RSUs, (ii) 38.99% of the 6,880 RSUs granted in June 2012, or 2,683 RSUs, and (iii) 5.74% of the 1,550 service-based RSUs granted in June 2013, or 89 RSUs, shall be accelerated as of the Termination Date, with payment of such RSUs occurring on, or as soon as administratively practicable following, the date which is six (6) months following the Termination Date in accordance with the terms of such RSUs. All other RSUs and equity or equity-based awards which the Employee holds as of the Termination Date shall be governed solely by the terms and conditions thereof.

Consideration. In consideration for the terms of Employee’s execution this Agreement and assuming EXECUTIVE is and continues to be in compliance with the terms of this Agreement, COMPANY agrees to (i) pay EXECUTIVE Four Hundred and Fifty Thousand Dollars ($450,000) (“Separation Payment”), after the expiration of the revocation period set forth in Section 2.2 below, (ii) pay EXECUTIVE a monthly payment equal to Twenty Thousand Dollars ($20,000) for providing post-separation financial consulting services as an independent contractor to COMPANY for a timeframe to be determined by the COMPANY for up to six (6) months (“Consulting Period ”), (iii) pay EXECUTIVE a monthly payment equal to the actual monthly premium of COBRA continuation coverage of COMPANY provided health care insurance and ArmadaCare until EXECUTIVE secures alternative employment which provides health care insurance or for up to eighteen (18) months after the Separation Date, whichever occurs first, assuming EXECUTIVE is eligible for and in fact elects COBRA continuation coverage (“Continuation Reimbursements”), (iv) provide a laptop computer to EXECUTIVE for personal use, and (v) accelerate the vesting of 55,000 of EXECUTIVE’s outstanding unvested stock options effective the Separation Date, after the expiration of the revocation period set forth in Section 2.2 below. Notwithstanding the foregoing, with regard to COBRA Continuation Reimbursements, if the Company determines in its sole discretion that Employee signs it cannot provide the Supplemental Release foregoing benefit without potentially violating applicable law (including, without limitation, Section 2716 of Claims attached hereto the Public Health Service Act), the Company shall in lieu thereof provide to the EXECUTIVE the foregoing monthly amount as Exhibit B on or a taxable monthly payment for the remainder of the applicable period. The Separation Payment will be made within five ten (510) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Paymentbe subject to normal payroll withholdings as required by applicable state or federal law. The Company first 1099 Consulting Payment and Continuation Reimbursement will pay Employeebe made on December 1, as severance, 2016. EXECUTIVE’s receipt of all consideration referenced herein is contingent upon the equivalent expiration of twelve (12) months of Employee’s base salary as of the revocation period set forth in Section 2.2 below. EXECUTIVE acknowledges that no further amounts are due and owing to him other than amounts for Base Salary and unused PTO through the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee any unreimbursed costs and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodexpenses.

Consideration. In consideration for signing this Agreement and General Release, the expiration of the seven (7) day revocation period without Employee’s revocation of the Agreement and General Release, Employee’s execution of this Agreement, and provided that Employee signs the Supplemental Release of Claims Reaffirmation Provision attached hereto as Exhibit B A on or within five (5) days May 1, 2011, and Employee’s compliance with the terms of the Separation Date this Agreement and General Release and Reaffirmation Provision, Gerber agrees: a. to pay to Employee salary continuation at Employee’s base rate of pay, less lawful deductions, in accordance with Gerber’s regular payroll practices, for 12 months (the “Supplemental ReleaseSalary Continuation Period”) to commence after April 30, 2011. This consideration is subject to the limitations stated in Section (C)(4) and does not revoke itSection (D) of the Severance Policy for Senior Officers of Gerber Scientific, the Company will provide Inc., which is incorporated by reference and attached as Exhibit B; and b. to pay to Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months pro rata portion of Employee’s base salary as annual incentive bonus (pro rated through April 30, 2011) under Gerber’s Annual Incentive Bonus Plan (“Plan”), less lawful deductions. Employee agrees that the pro rata portion may be a percentage of 0 depending on whether a bonus is earned under the Separation Date Plan. Gerber will pay this pro rated annual incentive bonus when payments are made to the other employees under the Plan, which is currently to be anticipated to be in the gross amount of $512,500.00, subject to standard payroll deductions July; c. if Employee properly and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued to continue medical and dental coverage under the Consolidated Omnibus Budget Reconciliation Action Gerber Scientific, Inc. Employee Health & Dental Plan in accordance with the continuation requirements of 1985COBRA, as amended Employee shall, during the Salary Continuation Period, continue to receive from Gerber, at Gerber’s cost but subject to any applicable employee contributions, the health (“COBRA”medical and dental) insurance coverage under the health insurance plan provided to Employee immediately prior to the Termination Date and ending on March 10, 2012. During this period, Employee will be responsible for Employee and her covered dependents following paying Employee’s separationshare of premiums as determined by the Company’s regular employee benefit practices as if Employee had continued his employment with Gerber. Thereafter, the Company Employee shall pay be entitled to health insurance provider the full monthly COBRA premiums necessary elect to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The such COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment period, at Employee’s own expense; and ▇. ▇▇▇▇▇▇ shall, for a period of thirty (30) days following the commencement of the Salary Continuation Period, continue to provide Employee with the same life insurance benefits provided to Employee immediately prior to the Termination Date, provided that such benefits shall cease at the end of such thirty day period; and ▇. ▇▇▇▇▇▇ agrees to accelerate the vesting of Employee’s 72,246 unvested shares which were granted under the 2006 Omnibus Incentive Plan.

Consideration. (a) In consideration of Employee’s execution for and subject to Executive (1) timely signing this Agreement, (2) not revoking this Agreement, (3) complying with the terms of this Agreement, including the restrictive covenants in Paragraphs 8, 9 and provided that Employee signs 10 (the Supplemental Release of Claims “Executive Covenants”), (4) timely signing the Reaffirmation Agreement attached hereto as Exhibit B on or within five A following the Termination Date, (5) days not revoking such Reaffirmation Agreement, and (6) complying with the terms of the Separation Date (the “Supplemental Release”) and does not revoke itsuch Reaffirmation Agreement, the Company will provide Employee the following compensation and benefits to Executive: (i) The Company shall pay Executive the amount of Four Hundred Ninety-Four Thousand, Seven Hundred Ninety-Five Dollars and No Cents ($494,795.00), less applicable withholdings, as salary continuation (“Salary Continuation”), during the Transition Period. The Salary Continuation shall be paid in the following manner: standard semi-monthly payments of Twenty-Five Thousand Dollars and No Cents ($25,000), less applicable withholding and standard benefit deductions, in accordance with the following Company’s regular payroll practices during the Transition Period, commencing the next payroll date after the Effective Date and continuing through the Termination Date. Further, during the Transition Period until the Termination Date, and except as described herein, Executive shall be eligible to participate in or receive benefits under any employee benefit plan generally made available by the Company to employees in accordance with the eligibility requirements of such plans and subject to the terms and conditions set forth in such plans (“Benefits Continuation”). Salary Continuation and Benefits Continuation are in consideration of Executive’s executing and not rescinding the Agreement and are in lieu of any severance benefits: a or other cash benefit to which Executive may otherwise be entitled under the BWXT Executive Severance Plan, the BWXT Employee Severance Plan or other applicable plan and will be afforded to Executive after execution of the Agreement and expiration of the revocation period herein. (ii) Executive shall be entitled to receive an additional lump sum severance payment in the amount of One Hundred Five Thousand, Two Hundred Five Dollars and No Cents ($105,205.00), less applicable deductions, and an additional cash payment in an amount equal to the applicable monthly Consolidated Omnibus Budget Reconciliation Act (“COBRA”) premium for nine (9) months of continuation coverage of the medical, dental and/or vision coverage in effect for Executive and Executive’s covered dependents as of the Termination Date, if any, less applicable deductions, currently valued in the amount of Twenty Thousand, One Hundred Seventeen Dollars and No Cents ($20,117.00) (the “Additional Severance Payment”) provided Executive has not been terminated by the Company for Cause (as defined herein) during the Transition Period. The Company will pay EmployeeSuch payment is in consideration of Executive’s executing and not rescinding the Reaffirmation Agreement, attached hereto as severanceExhibit A, and is in lieu of any severance or other cash benefit to which Executive may otherwise be entitled under the BWXT Executive Severance Plan, the equivalent BWXT Employee Severance Plan, or other applicable plan. Payment of the Additional Severance Payment, less applicable withholdings, will be paid to Executive as soon as administratively practicable after execution of Exhibit A and expiration of the revocation period therein, but not later than 30 days following the expiration of the revocation period. (iii) Executive shall be entitled to receive twelve (12) months of Outplacement Services at the Platinum Plan Level, valued at Seventeen Thousand Dollars and No Cents ($17,000.00) provided Employee is employed by the Company through the Termination Date. Outplacement Services are in consideration of Employee’s base salary executing and not revoking the Reaffirmation Agreement attached hereto as Exhibit A. Further, Outplacement Services will be made available to Employee as soon as administratively practicable after execution of Exhibit A and expiration of the Separation Date in revocation period therein, but not later than 30 days following the gross amount expiration of $512,500.00, subject to standard payroll deductions and withholdings. This amount the revocation period. (iv) Executive will be paid entitled to financial counseling benefits via Ayco through March 2, 2027, and any imputed income tax will be withheld from the Additional Severance Payment in a single lump sum no later thirty accordance with the terms of the applicable Company program. (30v) days after If prior to the Supplemental Release Effective Termination Date, the Company terminates Executive’s employment in good faith for Cause (as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended herein) after providing fifteen (15) days’ written notice and opportunity to cure such Cause (“COBRAEarly Termination Date”), then the Additional Severance Payment shall be immediately forfeited. For purposes of this Agreement, "Cause” shall be defined as (a) for Employee fraud, misappropriation, embezzlement or acts of similar dishonesty; (b) intentional and her covered dependents following Employeewillful misconduct that may subject the Company to criminal or civil liability; (c) willful disregard of Company policies and procedures; (d) material breach of this Agreement; and (e) insubordination or deliberate refusal to follow Company directives. For avoidance of doubt, Executive’s separationacceptance of other employment or consulting opportunities during the Transition Period (so long as such activities comply with Executive’s obligations to the Company under Paragraphs 8, 9 and 10) shall not constitute Cause and are permissible under this Agreement. Upon Executive’s receipt of Salary Continuation and Benefit Continuation and payment of the Additional Severance Payment, the Company shall pay have no further obligation, other than as set forth in Paragraphs 6 and 14(b), to health insurance provider Executive with respect to the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as subject matter under this Agreement. This Agreement shall terminate upon the Termination Date with the exception of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until continuing obligations outlined in Paragraphs 7, 8, 9 and 10 and the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.Reaffirmation Agreement attached hereto as Exhibit A.

Consideration. In consideration of Employee’s execution acceptance of the terms of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company Employer will provide Employee with the following severance benefits: a Severance Payment. The Company consideration, to which Employee would not otherwise be entitled, described in this Section 3. a. Employer will pay EmployeeEmployee Three Hundred and Sixty Thousand Dollars ($360,000), as severanceless any required deductions or withholdings, to be paid to Employee in a lump sum payment on Employer’s first payroll period following the later of the Effective Date and March 19, 2021. This amount is equivalent of to twelve (12) months of Employee’s current base salary as ($257,758), compensation Employee would have earned under the Employer’s Annual Incentive Plan (“AIP”) for 2020 had Employee remained employed through the 2020 AIP payment date ($77,327), and compensation in recognition of the fact that Separation Date in will occur prior to the gross amount vesting date of $512,500.00certain Restricted Stock Units granted under the Company’s 2015 Long-Term Incentive Plan, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. among other considerations. b. Provided that Employee timely elects continued continuation health insurance coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985COBRA, as amended (“COBRA”) for Employee and her covered dependents following Employer shall pay Employee’s separationfull monthly health and dental insurance premiums (i.e., employer and employee share) from the Separation Date until June 30, 2021 (the “Continuation Period”), subject to the following terms and conditions. Employee agrees and acknowledges that Employer is only obligated to make premium payments for continuation of the same types and levels of coverage and for the same dependents that Employee had as of Employee’s Separation Date and Employee shall remain responsible for all other costs under the plan. If (i) Employee obtains health insurance coverage from a subsequent employer, (ii) Employee discontinues COBRA continuation coverage and/or (iii) that coverage is cancelled at any point during the Continuation Period, the Company shall pay have no further obligations under this subsection. c. Employer agrees not to health insurance provider contest any application for unemployment benefits that Employee makes after the full monthly COBRA premiums necessary to continue Separation Date in connection with Employee’s and separation of employment with Employer (unless Employee obtains employment elsewhere), but cannot guarantee that Employee will receive unemployment benefits. If required to provide information to the New York State Department of Labor or similar agency, Employer will answer truthfully, but will state its position that it does not intend to contest Employee’s covered dependents’ health insurance coverage application for unemployment benefits. d. Employer makes no representations to Employee regarding the taxability and/or tax implications of this Agreement and any payments made under it. Employee is solely responsible for any tax consequences associated with the payments made pursuant to this Agreement, regardless of whether Employer should have contributed and withheld taxes from the amounts paid (including Social Security and Medicare). Employee agrees to defend, indemnify, reimburse and hold Employer harmless for any and all taxes, contributions, withholdings, fees, assessments, interest, costs, penalties and other charges that is in effect may be imposed on Employer by the Internal Revenue Service, the New York State Tax Department, or any other federal, state or local taxing authority by reason of the payments made pursuant to this Section 3, the absence of withholdings and deductions made from those payments and/or Employee’s non-payment or late payment of taxes due with respect to such payments. Employee alone assumes all liability for all such amounts. The compensation and benefits under this Section 3 are intended to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other official guidance promulgated and issued thereunder, and this Agreement shall be administered and interpreted consistent with that intent. e. Whether or not Employee (signs this Agreement, Employer will continue to pay regular wages and her covered dependents) as of employment related benefits through the Separation Date. The COBRA coverage Except as described below, all employment-related benefits shall cease on February 12, 2021. f. Employee agrees that Employee is not entitled to any other compensation, commissions, bonus (including under the 2021 AIP), stock award or benefits of any kind or description from Employer, its employees, agents, representatives, successors, assigns, affiliates, parents, or related companies, or from or under any employee benefit will be plan or fringe benefit plan sponsored by Employer, its successors, assigns, affiliates or related companies, other than as described in this Agreement, and except for vested benefits under the any qualified retirement plans in which Employee participated. g. Employee acknowledges and agrees that by executing this Agreement, and upon receipt of payments described in this Section 3, Employee has received regular wages, employment related benefits, accrued and unused paid on a monthly basis until the earliest of: (i) twelve (12) months after time off through the Separation Date; (ii) , all of which were paid in accordance with Employer’s regular payroll schedule and benefit policies and practices. The compensation Employee receives as part of this Agreement as outlined in this Section 3 includes all compensation, bonus, commissions, and other payments that would have been owed to the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay any incentive plan that Employee on the last day of each remaining month of the COBRA Payment Period, was a fully taxable cash payment equal participant in. Pursuant to the COBRA premium terms of this Agreement, Employee is entitled to no other compensation, commission, bonus, stock award, benefit, or other form of compensation. Employee understands and agrees that the payments in this Section are inclusive of any accrued, unpaid time off/vacation to which Employee might otherwise be entitled and that Employee will not receive any additional payment for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodtime.