Common use of Termination Without Cause or for Good Reason Clause in Contracts

Termination Without Cause or for Good Reason. If, during the Employment Period, the Employer shall terminate Executive's employment without Cause or Executive shall terminate Executive's employment for Good Reason, then Executive shall be entitled to receive the Accrued Amounts and, subject to Executive's execution of a release of claims in favor of the Employer, its subsidiaries and affiliates and their respective officers and directors substantially in the form attached as Exhibit B hereto (the "Release") and such Release becoming effective within 45 days following the Termination Date (such 45-day period, for purposes of this Section 7(b), the "Release Execution Period"), Executive shall also be entitled to receive the following: i. a lump sum amount equal to two times the sum of (A) Executive's Base Salary and (B) Executive's highest cash bonus earned with respect to any fiscal year within the two most recently completed fiscal years immediately preceding the Termination Date (or if Termination occurs within the first year of the Employment Period, 50% of Base Salary), which amount shall be paid in cash on or before the 60th day after the Termination Date; provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment shall not be made until the beginning of the second taxable year; ii. a lump sum amount equal to the product of (A) the cash bonus, if any, that Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year and (B) a fraction, the numerator of which is the number of days Executive was employed by the Employer during the year of termination and the denominator of which is the number of days in such year (the "Pro-Rata Bonus"), which amount shall be paid in cash on the date that annual bonuses are paid to senior executives of the Employer generally, but in no event later than two-and-one-half months following the end of the fiscal year in which the Termination Date occurs; iii. if Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), then the Employer shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive's dependents until the earliest of: (A) the 18-month anniversary of the Termination Date; (B) the date Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which Executive becomes eligible to receive substantially similar coverage from another employer. Such reimbursement shall be paid to Executive on the 15th day of the month immediately following the month in which Executive timely remits the premium payment; and iv. any issued but unvested restricted stock, stock options, phantom stock or other long-term incentive shall be deemed to be fully vested as of the date of termination.

Termination Without Cause or for Good Reason. If, during the Employment Period, the Employer shall terminate Executive's ’s employment without Cause or Executive shall terminate Executive's ’s employment for Good Reason, then Executive shall be entitled to receive the Accrued Amounts and, subject to Executive's ’s execution of a release of claims in favor of the Employer, its subsidiaries and affiliates and their respective officers and directors substantially in a form to be provided by the form attached as Exhibit B hereto Employer (the "“Release"”) and such Release becoming effective within 45 days following the Termination Date (such 45-day period, for purposes of this Section 7(b), the "“Release Execution Period"”), Executive shall also be entitled to receive the following: i. (i) a lump sum amount equal to two times the sum of (A) Executive's ’s Base Salary and (B) Executive's ’s highest cash bonus earned with respect to any fiscal year within the two three most recently completed fiscal years immediately preceding the Termination Date (or if Termination occurs within the first year of the Employment Period, 50% of Base Salary)Date, which amount shall be paid in cash on or before the 60th day after the Termination Date; provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment shall not be made until the beginning of the second taxable year; (ii. ) a lump sum amount equal to the product of (A) the cash bonus, if any, that Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year and (B) a fraction, the numerator of which is the number of days Executive was employed by the Employer during the year of termination and the denominator of which is the number of days in such year (the "“Pro-Rata Bonus"”), which amount shall be paid in cash on the date that annual bonuses are paid to senior executives of the Employer generally, but in no event later than two-and-one-half months following the end of the fiscal year in which the Termination Date occurs;; and (iii. ) if Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("“COBRA"”), then the Employer shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive's ’s dependents until the earliest of: (A) the 18-month anniversary of the Termination Date; (B) the date Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which Executive becomes eligible to receive substantially similar coverage from another employer. Such reimbursement shall be paid to Executive on the 15th day of the month immediately following the month in which Executive timely remits the premium payment; and iv. any issued but unvested restricted stock, stock options, phantom stock or other long-term incentive shall be deemed to be fully vested as of the date of termination.

Termination Without Cause or for Good Reason. If, during the Employment Period, the Employer shall terminate Executive's ’s employment without Cause or Executive shall terminate Executive's ’s employment for Good Reason, then Executive shall be entitled to receive the Accrued Amounts and, subject to Executive's ’s execution of a release of claims in favor of the Employer, its subsidiaries and affiliates and their respective officers and directors substantially in a form to be provided by the form attached as Exhibit B hereto Employer (the "“Release"”) and such Release becoming effective within 45 days following the Termination Date (such 45-day period, for purposes of this Section 7(b), the "“Release Execution Period"”), Executive shall also be entitled to receive the following: i. (i) a lump sum amount equal to two times the sum of (A) Executive's ’s Base Salary and (B) Executive's ’s highest cash bonus earned with respect to any fiscal year within the two three most recently completed fiscal years immediately preceding the Termination Date (or if Termination occurs within the first year of the Employment Period, 50% of Base Salary)Date, which amount shall be paid in cash on or before the 60th day after the Termination Date; provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment shall not be made until the beginning of the second taxable year; (ii. ) a lump sum amount equal to the product of (A) the cash bonus, if any, that Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year and (B) a fraction, the numerator of which is the number of days Executive was employed by the Employer during the year of termination and the denominator of which is the number of days in such year (the "“Pro-Rata Bonus"”), which amount shall be paid in cash on the date that annual bonuses are paid to senior executives of the Employer generally, but in no event later than two-and-one-half months following the end of the fiscal year in which the Termination Date occurs;; and (iii. ) if Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("“COBRA"”), then the Employer shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive's ’s dependents until the earliest of: (A) the 18-month anniversary of the Termination Date; (B) the date Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which Executive becomes eligible to receive substantially similar coverage from another employer. Such reimbursement shall be paid to Executive on the 15th day of the month immediately following the month in which Executive timely remits the premium payment; and iv. any issued but unvested restricted stock, stock options, phantom stock or other long-term incentive shall be deemed to be fully vested as of the date of termination.

Termination Without Cause or for Good Reason. IfIn the event that the Term and Employee’s employment hereunder is terminated by Employer without Cause, during the Employment Period, the Employer shall terminate Executive's employment without Cause or Executive shall terminate Executive's employment by Employee for Good ReasonReason at any time, then Executive Employee shall be entitled to receive (a) accrued and unpaid Base Salary as of the Accrued Amounts anddate of termination of employment, subject (b) any unpaid Guaranteed Bonus for the year prior to Executive's execution the year in which termination occurs, and (c) an aggregate amount equal to two (2), multiplied by, the sum of (x) Employee’s Base Salary and (y) the Guaranteed Bonus (the “Compensation Continuation”). Such amounts in clauses (a) and (b) shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination of employment. In order to receive the Compensation Continuation, Employee must first execute and deliver a release of claims in favor of the Employer, its subsidiaries and affiliates and their respective officers and directors substantially in the form attached hereto as Exhibit B hereto A (the "“Release"”), that has become effective in accordance with its terms (including the expiration of any applicable revocation period contained therein or required by applicable law) and such Release becoming effective within 45 sixty (60) days following after the Termination Date date of termination of Employee’s employment (such 4560-day period, for purposes of this Section 7(bthe “Release Period”), the "Release Execution Period"), Executive shall also be entitled to receive the following: i. a lump sum amount equal to two times the sum of (A) Executive's Base Salary and (B) Executive's highest cash bonus earned with respect to any fiscal year within the two most recently completed fiscal years immediately preceding the Termination Date (or if Termination occurs within the first year of the Employment Period, 50% of Base Salary), which amount . The Compensation Continuation shall be paid ratably in cash on or before monthly installments over the 60th day after twenty-four (24) month period immediately following such termination, with the Termination Date; provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment shall not be made until the beginning of the second taxable year; ii. a lump sum amount equal first such installment to the product of (A) the cash bonus, if any, that Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year and (B) a fraction, the numerator of which is the number of days Executive was employed by the Employer during the year of termination and the denominator of which is the number of days in such year (the "Pro-Rata Bonus"), which amount shall be paid in cash on the date that annual bonuses are paid to senior executives of the Employer generally, but in no event later than two-and-one-half months ten (10) days following the end of the fiscal year in which the Termination Date occurs; iii. if Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), then the Employer shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive's dependents until the earliest of: (A) the 18-month anniversary of the Termination Date; (B) the date Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which Executive the Release becomes eligible effective and irrevocable (which installment shall include any installment of the Compensation Continuation that would have been paid to receive substantially similar coverage from another employer. Such reimbursement Employee prior to such date absent the requirement to execute the Release); provided, that, if the Release Period spans two calendar years, then the first installment of the Compensation Continuation (which installment shall include any installment of the Compensation Continuation that would have been paid to Employee prior to such date absent this proviso) will be paid to Executive on the 15th first business day of the month immediately following second calendar year if such date is later than the month in date on which Executive timely remits such installment would otherwise have been paid pursuant to this Subsection 4.6 absent this proviso. In the premium payment; and iv. event of any issued but unvested restricted stock, stock options, phantom stock or other long-term incentive shall be deemed to be fully vested as termination of the date Term and Employee’s employment hereunder by Employer without Cause or by Employee for Good Reason, Employee shall resign all positions held with the Employer Group. Notwithstanding anything to the contrary in this Agreement, Employer agrees that in no event shall Employer terminate the Term and Employee’s employment hereunder without Cause prior to or following an IPO; provided, that following an IPO, Employer may terminate the Term and Employee’s employment hereunder without Cause solely upon the determination of terminationthe EGH Executive Committee.

Termination Without Cause or for Good Reason. If, during the Employment Period, the Employer shall terminate If Executive's employment without Cause is terminated (including termination due to Executive's death) other than pursuant to Sections 3.1 or 3.2 or if Executive shall terminate Executive's his employment for Good Reason, then then, subject to Section 4.2, Executive shall be entitled to receive entitled, if such termination occurred within two (2) years of a Change of Control (or in the Accrued Amounts and, subject case of termination due to Executive's execution death, if such termination occurred within six (6) months of a release Change of claims Control), to the following benefits: (a) Callon shall pay to the Executive in favor of a lump sum, in cash, on or before the Employer, its subsidiaries and affiliates and their respective officers and directors substantially in the form attached as Exhibit B hereto (the "Release") and such Release becoming effective within 45 days fifth day following the Termination Date (such 45-day periodof Termination, for purposes of this Section 7(b), the "Release Execution Period"), Executive shall also be entitled to receive the following: i. a lump sum an amount equal to two three (3.0) times the sum of (A) the Executive's Base Salary annual base salary as in effect immediately prior to the Change of Control or, if higher, in effect immediately prior to the Date of Termination and (B) Executive's highest cash the greater of (i) the average bonus (under all Callon bonus plans for which the Executive is eligible) earned with respect to any fiscal year within the two three most recently completed full fiscal years immediately preceding the Termination Date or (or if Termination occurs within the first year of the Employment Period, 50% of Base Salary), which amount shall be paid in cash on or before the 60th day after the Termination Date; provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment shall not be made until the beginning of the second taxable year; ii. a lump sum amount equal to the product of (A) the cash bonus, if any, that target bonus (under all Callon bonus plans for which the Executive would have earned is eligible) for the fiscal year in which the Termination Date occurs Change of Control occurs, based on the achievement of applicable performance goals for such year and (B) a fraction, the numerator of which is the number of days Executive was employed forecast that has been approved by the Employer during the year of termination and the denominator of which is the number of days in such year (the "Pro-Rata Bonus"), which amount shall be paid in cash on the date that annual bonuses are paid to senior executives Board of the Employer generally, but in no event later than two-and-one-half months following the end of results for the fiscal year in which the Change of Control occurs. (b) Callon shall, at its expense, maintain in full force and effect for Executive's continued benefit until 36 months after the Date of Termination Date occurs; iiiall life, disability, medical, dental, accident and health insurance coverage to which Executive was entitled immediately prior to the Notice of Termination. if Executive timely and properly elects continuation In the event that Executive's participation in any such coverage is barred under the Consolidated Omnibus Budget Reconciliation Act general terms and provisions of 1985 ("COBRA")the plans and programs under which such coverage is provided, then or any such coverage is discontinued or the Employer benefits thereunder materially reduced, Callon shall reimburse provide or arrange to provide Executive for with benefits substantially similar to those which Executive was entitled to receive under such coverage immediately prior to the monthly COBRA premium paid Notice of Termination. At the end of the period of coverage herein above provided for, Executive shall have the option to have assigned to Executive at no cost and with no apportionment of prepaid premiums, any assignable insurance owned by Executive for Callon and relating specifically to Executive and Executive's dependents until the earliest of: (A) the 18-month anniversary of the Termination Date; (B) the date Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which Executive becomes eligible to receive substantially similar coverage from another employer. Such reimbursement shall be paid entitled to all health and similar benefits that are or would have been made available to Executive on the 15th day of the month immediately following the month in which Executive timely remits the premium payment; and iv. any issued but unvested restricted stock, stock options, phantom stock or other long-term incentive shall be deemed to be fully vested as of the date of terminationunder law.

Termination Without Cause or for Good Reason. If, during the Employment Period, the Employer shall terminate Executive's ’s employment without Cause or Executive shall terminate Executive's ’s employment for Good Reason, then Executive shall be entitled to receive the Accrued Amounts and, subject to Executive's ’s execution of a release of claims in favor of the Employer, its subsidiaries and affiliates and their respective officers and directors substantially in the form attached as Exhibit B hereto (the "“Release"”) and such Release becoming effective within 45 days following the Termination Date (such 45-day period, for purposes of this Section 7(b), the "“Release Execution Period"”), Executive shall also be entitled to receive the following: i. (i) a lump sum amount equal to two three times the sum of (A) Executive's ’s Base Salary and (B) Executive's ’s highest cash bonus earned with respect to any fiscal year within the two three most recently completed fiscal years immediately preceding the Termination Date (or if Termination occurs within the first year of the Employment Period, 50% of Base Salary), which amount shall be paid in cash on or before the 60th day after the Termination Date; provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment shall not be made until the beginning of the second taxable year; (ii. ) a lump sum amount equal to the product of (A) the cash bonus, if any, that Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year and (B) a fraction, the numerator of which is the number of days Executive was employed by the Employer during the year of termination and the denominator of which is the number of days in such year (the "“Pro-Rata Bonus"”), which amount shall be paid in cash on the date that annual bonuses are paid to senior executives of the Employer generally, but in no event later than two-and-one-half months following the end of the fiscal year in which the Termination Date occurs; (iii. ) if Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("“COBRA"”), then the Employer shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive's ’s dependents until the earliest of: (A) the 18-month anniversary of the Termination Date; (B) the date Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which Executive becomes eligible to receive substantially similar coverage from another employer. Such reimbursement shall be paid to Executive on the 15th day of the month immediately following the month in which Executive timely remits the premium payment; and​ (iv. ) any issued outstanding but unvested time-based restricted stock, stock options, phantom stock or other time-based long-term incentive shall be deemed to be fully vested as of the date of termination; and ​ (v) if Executive’s employment is terminated during the Employment Period under this Section 7(b), and such termination of employment follows a Change in Control (as defined in the Primis Financial Corp. 2017 Equity Compensation Plan), then, notwithstanding anything to the contrary in any governing award agreement, the payout opportunities attainable under all of Executive’s outstanding performance-based stock awards shall be deemed to have been fully earned as of the Termination Date based upon the actual level of achievement of all relevant performance goals measured as of the date of the Change in Control.

Termination Without Cause or for Good Reason. If, during In the Employment Period, event that Executive’s employment under this Agreement is terminated by the Employer shall terminate Executive's employment Company without Cause or by Executive shall terminate Executive's employment for Good Reason, then Reason during the Term of Employment: (i) the Company shall pay or provide to Executive shall be entitled to receive the Accrued Amounts andObligations at the times, and subject to the same conditions, as provided in Section 8(a) hereof; (ii) subject to Executive's execution of ’s signing (and not revoking) a general release of claims in favor of the Employer, its subsidiaries and affiliates and their respective officers and directors substantially in the form attached hereto as Exhibit B hereto A (with such changes as may be necessary for changes in applicable law) within twenty-one (21) days or forty-five (45) days, which ever period is required under ADEA (as defined in Exhibit A) following such termination (the "“Release") and such Release becoming effective within 45 days following the Termination Date (such 45-day period, for purposes of this Section 7(b), the "Release Execution Period"), Executive shall also be entitled to receive the following:”): i. a lump sum amount equal to two times the sum of (A) Executive's Base Salary and (B) Executive's highest cash bonus earned with respect to any fiscal year within the two most recently completed fiscal years immediately preceding the Termination Date (or if Termination occurs within the first year of the Employment Period, 50% of Base Salary), which amount shall be paid in cash on or before the 60th day after the Termination Date; provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment shall not be made until the beginning of the second taxable year; ii. a lump sum amount equal to the product of (A) the cash bonus, if any, that Company shall pay Executive the Pro Rata Bonus at such time as the Bonus would have earned for normally been paid pursuant to Section 4(b) hereof in respect of the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year and termination occurred; (B) a fractionwithin sixty (60) days following the Date of Termination, the numerator Company shall pay to Executive a lump sum severance payment equal to the sum of the Base Salary and target Bonus; provided that if the Date of Termination occurs less than sixty (60) days preceding the end of a calendar year and the effective date of the Release would occur before January 1 of the subsequent calendar year, payment shall be made on January 2 of such subsequent calendar year; and (C) the Company shall pay the costs of continued group life, medical, dental, and vision insurance coverage for Executive and his dependents under the plans and programs in which is Executive participated immediately prior to the number Date of days Executive was employed Termination, or materially equivalent plans and programs maintained by the Employer during the year Company in replacement thereof, for a period of termination and the denominator of which is the number of days in such year twelve (the "Pro-Rata Bonus"), which amount shall be paid in cash on the date that annual bonuses are paid to senior executives of the Employer generally, but in no event later than two-and-one-half 12) months following the end Date of Termination (the “Coverage Period”); provided, that in the event the medical, dental, and vision plans under which Executive and his dependents were receiving benefits immediately prior to the Date of Termination, or any applicable replacement plan or program, is not fully-insured, then in lieu of the fiscal year in which the Termination Date occurs; iii. foregoing, if Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 1985, as amended ("“COBRA")”) and timely pays the monthly premiums for such COBRA coverage, then the Employer Company shall reimburse Executive during the Coverage Period for the amount of such monthly COBRA premium paid that is in excess of the active employee rate (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), on a tax grossed-up basis to the extent such monthly premium is taxable to Executive, payable on the first Company payroll date in each month following the Date of Termination; and (iii) all outstanding equity awards held by Executive will become fully vested and all stock options and other exercisable awards will become immediately exercisable and will remain exercisable for a period following the Date of Termination of (x) ninety (90) days following a termination by Executive for Executive and Executive's dependents until the earliest of: (A) the 18-month anniversary of the Termination Date; (B) the date Executive is no longer eligible to receive COBRA continuation coverage; Good Reason and (Cy) twelve (12) months following a termination by the date on which Executive becomes eligible to receive substantially similar coverage from another employer. Such reimbursement shall be paid to Executive on the 15th day of the month immediately following the month in which Executive timely remits the premium payment; and iv. any issued but unvested restricted stock, stock options, phantom stock or other long-term incentive shall be deemed to be fully vested as of the date of terminationCompany without Cause.

Termination Without Cause or for Good Reason. If, during the Employment Period, the Employer shall terminate Executive's employment without Cause or Executive shall terminate Executive's employment for Good Reason, then The Executive shall be entitled to receive severance benefits if, during the Accrued Amounts and, subject to Executive's execution of a release of claims in favor of two year period commencing on the Employer, its subsidiaries and affiliates and their respective officers and directors substantially in the form attached as Exhibit B hereto (the "Release") and such Release becoming effective within 45 days following the Termination Date (such 45-day period, for purposes of this Section 7(b)Effective Date, the "Release Execution Period")Executive has a Termination of Employment initiated (i) by the Company or any of its affiliates without Cause or (ii) by the Executive for Good Reason. Such severance benefits shall include (i) a cash payment, Executive which shall also be entitled to receive the following: i. a payable in one lump sum amount equal to two times the sum of (A) Executive's Base Salary and (B) Executive's highest cash bonus earned with respect to any fiscal year within the two most recently completed fiscal years immediately preceding the Termination Date (or if Termination occurs within the first year of the Employment Period, 50% of Base Salary), which amount shall be paid in cash on or before the 60th day as soon as reasonably practicable after the Termination Date; provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment shall not be made until the beginning Date of the second taxable year; ii. a lump sum amount equal to the product of (A) the cash bonus, if any, that Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year and (B) a fraction, the numerator of which is the number of days Executive was employed by the Employer during the year of termination and the denominator of which is the number of days in such year (the "Pro-Rata Bonus"), which amount shall be paid in cash on the date that annual bonuses are paid to senior executives of the Employer generallyTermination, but in no event later than two-and-fourteen days thereafter, equal to (x) one and one-half months following times the end sum of the fiscal year Executive's Base Salary and Target Bonus, each as in effect upon the Termination of Employment (without giving effect to any reduction which constitutes Good Reason) (or, if higher, immediately prior to the Effective Date), and (y) the amount under all of the Pension Plans which the Executive would have accrued during the period from the Date of Termination Date occurs; iii. if Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), then the Employer shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive's dependents until the earliest of: (A) the 18-month third anniversary of the Date of Termination had the Executive continued employment with the Company, assuming no change in Base Salary and Target Bonus, each as in effect immediately prior to the Termination of Employment (without giving effect to any reduction that constitutes Good Reason) (or, if higher, immediately prior to the Effective Date), assuming full bonus payout and without regard to any amendment to the Pension Plans made upon or subsequent to the Effective Date, PROVIDED, HOWEVER, that such amount shall be reduced by the amount, if any, of the Retention Bonus (defined below) already paid to the Executive; PROVIDED, FURTHER, that after such reduction the Executive shall be entitled to no less than one times the sum of the Executive's then current Base Salary and the Target Bonus; (Bii) continuation during the date Severance Period of coverage under and participation in employee welfare and fringe benefit plans or programs that the Executive (and any beneficiary) is no longer eligible covered under or participating in immediately prior to receive COBRA continuation coveragethe Notice of Termination (without giving effect to any reduction in such benefits which constitutes Good Reason) (or, if more favorable to the Executive, immediately prior to the Effective Date) (or substantially equivalent plans or programs on a benefit by benefit basis), subject to reduction of such employee welfare and fringe benefit plans upon re-employment and receipt by the Executive of comparable benefits under welfare and fringe benefit plans of a successor employer during the Severance Period; and (Ciii) receipt of outplacement services during the date on Severance Period, which Executive becomes eligible to receive substantially similar coverage from another employer. Such reimbursement shall be paid to Executive on services are no less favorable than the 15th day of executive outplacement provided by the month immediately following the month in which Executive timely remits the premium payment; and iv. any issued but unvested restricted stockCompany, stock options, phantom stock or other long-term incentive shall be deemed to be fully vested as of the date of terminationconsistent with past practices.

Termination Without Cause or for Good Reason. If, during the Employment Period, the Employer shall terminate Executive's Upon termination of your employment by Milan without Cause or Executive shall terminate Executive's employment by you for Good ReasonReason (in each case, then Executive as defined below), you shall be entitled to receive the Accrued Amounts and, subject to Executive's execution of a release of claims in favor of the Employer, its subsidiaries and affiliates and their respective officers and directors substantially in the form attached as Exhibit B hereto (the "Release") and such Release becoming effective within 45 days following the Termination Date (such 45-day period, for purposes of this Section 7(b), the "Release Execution Period"), Executive shall also be entitled to receive the followingseverance benefits: i. a lump sum amount cash severance payment payable within 30 days following your termination of employment equal to two times 2x (or, if the termination occurs within 24 months following a Change in Control (as defined below), 3x) the sum of (A) Executive's Base Salary your annual base salary and (B) Executive's highest cash your target annual bonus earned with respect (in each case, as in effect immediately prior to your termination of employment and disregarding any fiscal year within reduction thereto that provides the two most recently completed fiscal years immediately preceding the Termination Date (or if Termination occurs within the first year of the Employment Period, 50% of Base Salarybasis for your resignation for Good Reason), which amount shall be paid in cash on or before the 60th day after the Termination Date; provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment shall not be made until the beginning of the second taxable year; ii. a lump sum amount prorated annual bonus for the fiscal year in which the termination of employment occurs payable within 30 days following your termination of employment and equal to the product of (A) your target annual bonus (as in effect immediately prior to your termination of employment and disregarding any reduction thereto that serves as the cash bonus, if any, that Executive would have earned basis for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals your resignation for such year Good Reason) and (B) a fraction, the numerator of which is the number of days Executive was employed by from January 1 of the Employer during fiscal year in which your termination of employment occurs through the year date of your termination of employment and the denominator of which is the total number of days in such fiscal year (the "Pro-Rata “Prorated Bonus"”); iii. continuation of medical, which amount shall be paid in cash on dental and vision benefits for you and your eligible dependents for 24 months (or, if the date that annual bonuses are paid to senior executives termination of the Employer generally, but in no event later than two-and-one-half employment occurs within 24 months following a Change in Control, 36 months) following your termination of employment at the Employer’s sole expense; iv. full vesting of all of your outstanding Milan equity awards, with the level of achievement of any applicable performance goals determined, except as otherwise provided in the applicable award agreement, based on actual performance through the end of the fiscal year applicable performance period (or, if the termination of employment occurs within 24 months following a Change in which the Termination Date occurs; iii. if Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA")Control, then the Employer shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive's dependents until the earliest of: (A) the 18-month anniversary of the Termination Date; (B) the date Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which Executive becomes eligible to receive substantially similar coverage from another employer. Such reimbursement shall be paid to Executive based on the 15th day greater of the month immediately following the month in which Executive timely remits the premium paymenttarget and actual performance through your employment termination date); and iv. any issued but unvested restricted stockv. except as may otherwise be set forth in an award agreement, full term to exercise all of your outstanding Milan stock options, phantom stock or other long-term incentive shall be deemed including any such options that become vested pursuant to be fully vested as of the date of terminationclause (iv).

Termination Without Cause or for Good Reason. If, during the Employment Period, the Employer shall terminate (a) If (1) Executive's employment without is terminated by Company or Castlewood (US) for any reason other than Cause or Executive shall terminate the death or disability of Executive, or (2) Executive's employment is terminated by Executive for Good ReasonReason (as defined herein): (i) Castlewood (US) shall pay Executive any amounts (including salary, then bonuses, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive shall be entitled to receive the Accrued Amounts and, subject to Executive's execution of a release of claims in favor under this Agreement as of the Employer, its subsidiaries and affiliates and their respective officers and directors substantially in the form attached as Exhibit B hereto date of such termination; (the "Release"ii) and such Release becoming effective within 45 days following the Termination Date Castlewood (such 45-day period, for purposes of this Section 7(b), the "Release Execution Period"), US) shall pay Executive shall also be entitled to receive the following: i. a lump sum amount equal to two three times the sum of (A) Executive's Base Salary and (B) Executive's highest cash bonus earned with respect payable to any fiscal year within him on the two most recently completed fiscal years immediately preceding 10th day following the Termination Date (date of such termination or if Termination occurs within Executive is at such time a "specified employee" for purposes of Section 409A, on the first year business day following the six month anniversary of the Employment Period, 50% of Base Salary), which amount such termination; (iii) Executive shall be paid entitled to continue to receive medical benefits coverage (as described in cash on or before the 60th day after the Termination Date; provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment shall not be made until the beginning of the second taxable year; ii. a lump sum amount equal to the product of (ASection 3.3) the cash bonus, if any, that Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year and (B) a fraction, the numerator of which is the number of days Executive was employed by the Employer during the year of termination and the denominator of which is the number of days in such year (the "Pro-Rata Bonus"), which amount shall be paid in cash on the date that annual bonuses are paid to senior executives of the Employer generally, but in no event later than two-and-one-half months following the end of the fiscal year in which the Termination Date occurs; iii. if Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), then the Employer shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive's spouse and dependents until the earliest of: (Aif any) the 18-month anniversary at Castlewood (US)'s expense for a period ending on December 31 of the Termination Date; (B) the date Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date second calendar year commencing on which Executive becomes eligible to receive substantially similar coverage from another employer. Such reimbursement shall be paid to Executive on the 15th day of the month immediately following the month in which Executive timely remits the premium payment; and iv. any issued but unvested restricted stock, stock options, phantom stock or other long-term incentive shall be deemed to be fully vested as of the date of termination; (iv) Anything to the contrary in any other agreement or document notwithstanding, each outstanding equity incentive award granted to Executive before, on or within three years after the Closing Date shall become immediately vested and exercisable on the date of such termination; and (v) In addition, if, for the year in which Executive is terminated, Company achieves the performance goals established in accordance with any incentive plan in which Executive participates, Castlewood (US) shall pay an amount equal to the bonus that Executive would have received had he been employed by Company or Castlewood (US) for the full year; such amount shall be paid on the date set forth in such bonus plan or, if later and if required to comply with Section 409A, on the first business day after the six month anniversary of such termination of employment. (b) Upon making the payments described in this Section 4.4, Company and Castlewood (US) shall have no further obligation to Executive under this Agreement.

Termination Without Cause or for Good Reason. If, during If the Employment Period, Company terminates the Employer shall terminate Executive's employment without Cause or the Executive shall terminate Executive's terminates his employment for Good Reason, then the Executive shall be entitled to receive the Accrued Amounts and, subject to Executive's execution of a release of claims in favor of the Employer, its subsidiaries and affiliates and their respective officers and directors substantially in the form attached as Exhibit B hereto (the "Release") and such Release becoming effective within 45 days following the Termination Date (such 45-day period, for purposes of this Section 7(b), the "Release Execution Period"), Executive shall also be entitled to receive the following: i. (i) the Accrued Benefits; (ii) With respect to the Executive's annual incentive compensation opportunity during the year in which the Date of Termination occurs, payment of a lump sum prorated amount, based on actual performance for the year. The amount payable pursuant to this clause shall be paid, subject to Section 5(e), between January 1 and March 15 of the year following the year in which the Date of Termination occurs; (iii) If the Executive is eligible to receive any "performance-based" long term incentive compensation awards as of the date on which Notice of Termination is given, payment of the applicable incentive compensation awards actually earned for each performance cycle during which the Date of Termination occurs but prorated through the Date of Termination. The amount required to be paid pursuant to this clause (iii) shall be paid, subject to Section 5(e), between January 1 and March 15 of the year following the end of each applicable performance cycle; (iv) If the Executive has received any equity compensation, that remains subject to time vesting requirements on the Date of Termination, the portion of the award that would have otherwise vested within one year after the Date of Termination shall vest immediately as of the Date of Termination; (v) Payment equal to two times the sum greater of (A) or (B), where (A) is the sum of one times the Executive's Base Salary annual base salary at the rate in effect on the date on which Notice of Termination is given (but without regard to any reduction in base salary that constituted, or would have constituted, Good Reason) plus the Executive's target annual incentive compensation opportunity at the time the Notice of Termination is given (but without regard to any reduction in incentive compensation opportunities that constituted, or would have constituted, Good Reason) and (B) Executiveis the amount of severance to which the Executive would be entitled to under the Company's highest cash bonus earned Severance Policy then in effect if the Executive were not a party to this Agreement. The amount required to be paid pursuant to this clause (v) shall be paid, subject to Section 5(e), in regular installments over a 12 month period or the severance period as set forth in the Severance Policy, if applicable, consistent with respect to any fiscal year within the two most recently completed fiscal years immediately preceding the Termination Date (or if Termination occurs within Company's payroll practices, commencing on the first year payroll date following the Date of the Employment Period, 50% of Base Salary), which amount shall be paid in cash on or before the 60th day after the Termination DateTermination; provided, however, that if in the Release Execution Period begins event that the six-month payment delay described in one taxable year and ends in another taxable yearSection 5(e) is applicable, then payment no payments shall not be made until through the six-month period following the Date of Termination, and a catch-up payment, representing the payments that would have been made during such six month period shall be made at the beginning of the second taxable year; ii. a lump sum amount equal to seventh month following the product Date of (A) the cash bonusTermination, if any, that Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year and (B) a fraction, the numerator of which is the number of days Executive was employed by the Employer during the year of termination and the denominator of which is remaining installments shall commence with the number of days first payroll date in such year (seventh month. If the "Pro-Rata Bonus"), which amount shall be paid in cash on the date that annual bonuses are paid Executive dies prior to senior executives of the Employer generally, but in no event later than two-and-one-half months following the end of such severance period, the fiscal year in which the Termination Date occurs; iii. if Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), then the Employer shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive's dependents until the earliest of: (A) the 18-month anniversary of the Termination Date; (B) the date Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which Executive becomes eligible to receive substantially similar coverage from another employer. Such reimbursement remaining unpaid installments shall be paid to the Executive's estate in a lump sum not more than 30 days following the date of death. Each installment payable pursuant to this clause (v) shall be considered a separate “payment” for purposes of Code Section 409A. (vi) Executive on level outplacement services paid for by the 15th Company to the provider of such services approved by the Company; provided that such services are received by Executive prior to the last day of the month immediately second taxable year of the Executive following the month taxable year of the Executive in which Executive timely remits the premium payment“separation from service” occurred; and iv. any issued but unvested restricted stock, stock options, phantom stock or other long-term incentive shall be deemed to be fully vested as (vii) Continuation of the date Executive's medical, prescription drug, dental and life insurance benefits (collectively, "Insurance Benefits") for a period of termination12 months following the Date of Termination or until such earlier time as the Executive receives medical or life insurance coverage through a future employer. Executive shall continue to pay the employee portion of costs for the continued Insurance Benefits on a monthly basis.

Termination Without Cause or for Good Reason. If, during the Employment Period, the Employer shall The Company may terminate Executive's ’s employment hereunder without Cause at any time, by providing Executive thirty (30) days’ prior written notice of such termination. Such notice shall specify the effective date of the termination of Executive’s employment. The Executive may terminate his employment for Good Reason by providing thirty (30) days’ prior written notice to the Company pursuant to Section 5(c). In the event of the termination of Executive’s employment under this Section 6(c) without Cause or by the Executive shall terminate Executive's employment for Good Reason, in each case prior to or more than twelve (12) months following a Change-in-Control, then Executive shall be entitled to receive payment of the Executive’s Accrued Amounts Payments within thirty (30) days after such termination and, subject to the Executive's execution of a release of claims in favor of the Employer, its subsidiaries and affiliates and their respective officers and directors substantially in the form attached as Exhibit B hereto (the "Release") and such Release becoming effective within 45 days following the Termination Date (such 45-day period, for purposes of this ’s compliance with Section 7(b6(g), the "Release Execution Period"), Executive shall also be entitled to receive the followingpayments and benefits described below: i. (i) a lump sum amount separation allowance, payable in equal installments in accordance with normal payroll practices over an eighteen (18) month period beginning immediately following the date of termination, equal to two one and one half (1.5) times the sum of (Ax) Executive's ’s then Base Salary and (By) the Executive's highest cash bonus ’s then Target Bonus; (ii) any annual incentive bonuses earned with respect to but not yet paid for any completed full fiscal year within the two most recently completed fiscal years immediately preceding the Termination Date employment termination date, due and payable in lump sum within seventy-five (or 75) days after the termination date; (iii) if Termination employment termination occurs within prior to the first end of any fiscal year, a pro rata annual incentive bonus for such fiscal year in which employment termination occurs (based on actual business days in such fiscal year prior to such employment termination, divided by the total annual business days in such fiscal year) determined and paid based on actual performance achieved for such fiscal year against the performance goals for that fiscal year no later than March 15 of the Employment Period, 50% of Base Salary), which amount shall be paid in cash on or before the 60th day after the Termination Date; provided, however, that if the Release Execution Period begins in one taxable fiscal year and ends in another taxable year, then payment shall not be made until the beginning of the second taxable year; ii. a lump sum amount equal to the product of (A) the cash bonus, if any, that Executive would have earned for following the fiscal year in which Executive’s termination occurred; (iv) the Termination Date occurs based on Company shall arrange for the achievement of applicable performance goals for such year and Executive to continue to participate (B) a fraction, the numerator of which is the number of days Executive was employed by the Employer during the year of termination and the denominator of which is the number of days in such year (the "Pro-Rata Bonus"through COBRA or otherwise), which amount shall be paid on substantially the same terms and conditions as in cash on effect for the date that annual bonuses are paid Executive (including any required contribution) immediately prior to senior executives such termination, in the medical, dental, disability and life insurance programs provided to the Executive pursuant to Section 3(c) hereof until the earlier of the Employer generally, but in no event later than two-and-one-half months following (i) the end of the fiscal year 18 month period beginning on the effective date of the termination of Executive’s employment hereunder, or (ii) such time as the Executive is eligible to be covered by comparable benefit(s) of a subsequent employer. The foregoing of this Section 6(c)(iv) is referred to as “Benefits Continuation”. The Executive agrees to notify the Company promptly if and when he begins employment with another employer and if and when he becomes eligible to participate in any welfare plans, programs or arrangements of another employer; and (v) upon the sixtieth (60th) day following the date on which Executive’s employment pursuant to this Agreement is terminated (the “Termination Date occurs; iii. if Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"Date”), then a portion of any unvested stock option, restricted stock shares, granted to Executive pursuant to Section 4 herein shall vest, which portion shall be the Employer shall reimburse Executive for number of shares equal to the monthly COBRA premium paid by Executive for Executive and Executive's dependents until number of shares that would have vested per the earliest of: (A) applicable award as of the 18one-month year anniversary of the Termination Date; (B) the date Date had Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which Executive becomes eligible to receive substantially similar coverage from another employer. Such reimbursement shall be paid to Executive on the 15th day of the month immediately following the month in which Executive timely remits the premium payment; and iv. any issued but unvested restricted stock, stock options, phantom stock or other long-term incentive shall be deemed to be fully vested as of the date of terminationremained continuously employed by Company through such date.

Termination Without Cause or for Good Reason. IfNotwithstanding the provisions of Section 2(a) hereof, during in the Employment Periodevent of the Participant’s termination of employment by the Company without “Cause” or by the Participant for “Good Reason” (each, as defined in the Offer Letter Agreement), the Employer unvested portion of the Time Vesting Tranche and the Performance Vesting Tranche shall terminate Executive's employment without Cause or Executive shall terminate Executive's employment for Good Reason, then Executive shall be entitled to receive become vested as of the Accrued Amounts anddate of such termination as follows, subject to Executive's execution of the otherwise applicable provisions hereof: (i) a release of claims in favor pro rata portion of the Employer, its subsidiaries and affiliates and their respective officers and directors substantially in Time Vesting Tranche shall become vested determined by multiplying the form attached as Exhibit B hereto (number of shares of Restricted Stock subject to the "Release") and such Release becoming effective within 45 days Time Vesting Tranche that would have become vested on the anniversary of the Grant Date immediately following the Termination Date (date of such 45-day periodtermination had such termination not occurred, for purposes of this Section 7(b), the "Release Execution Period"), Executive shall also be entitled to receive the following: i. a lump sum amount equal to two times the sum of (A) Executive's Base Salary and (B) Executive's highest cash bonus earned with respect to any fiscal year within the two most recently completed fiscal years immediately preceding the Termination Date (or if Termination occurs within the first year of the Employment Period, 50% of Base Salary), which amount shall be paid in cash on or before the 60th day after the Termination Date; provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment shall not be made until the beginning of the second taxable year; ii. a lump sum amount equal to the product of (A) the cash bonus, if any, that Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year and (B) by a fraction, the numerator of which is the number of days Executive in which the Participant was employed by the Employer during Company for the year period beginning on the anniversary of the Grant Date immediately preceding the date of such termination (or the Grant Date, if such termination occurs prior to the first anniversary of the Grant Date) and ending on the date of such termination, and the denominator of which is the number of days in such year 365; plus (the "Pro-Rata Bonus"), which amount shall be paid in cash on the date that annual bonuses are paid to senior executives ii) an additional portion of the Employer generally, but in no event later than two-and-one-half months following the end Time Vesting Tranche shall become vested with respect to 25% of the fiscal year in which shares of Restricted Stock subject to the Termination Date occurs; iii. if Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), then the Employer shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive's dependents until the earliest of: (A) the 18-month anniversary of the Termination Date; (B) the date Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which Executive becomes eligible to receive substantially similar coverage from another employer. Such reimbursement shall be paid to Executive on the 15th day of the month immediately following the month in which Executive timely remits the premium paymentTime Vesting Tranche; and iv. any issued but unvested restricted stock(iii) with regard to the Performance Vesting Tranche, stock options, phantom stock or other long-term incentive shall be deemed to be fully vested the extent that the Stock Price Goal has not previously been achieved as of the date of such termination., the Stock Price Goal shall be measured as of the date of such termination in accordance with Section 2(a)(ii) hereof, and the Performance Vesting Tranche either shall become fully vested upon the occurrence of such termination if the Stock Price Goal is achieved, or shall be immediately forfeited upon the occurrence of such termination if the Stock Price Goal is not so achieved; provided that, for purposes of measuring the achievement of the Stock Price Goal as of the date of such termination, if such termination occurs prior to the second anniversary of the Grant Date, the two (2) times multiple contained in the definition of the term “Stock Price Goal” set forth in Section 2(a)(ii) hereof shall be replaced with one of the following multiples, as applicable: (A) if

Termination Without Cause or for Good Reason. If, during If Holdings terminates the Employment Period, the Employer shall terminate Executive's ’s employment without Cause or the Executive shall terminate terminates the Executive's ’s employment for Good Reason, then Executive shall be entitled all obligations of Holdings hereunder (other than those which, pursuant to receive the Accrued Amounts andSection 12, subject survive termination of this Agreement and other than any obligations of Holdings related to Executive's execution of a release of claims in favor any debt, equity or other securities (including options, warrants or securities convertible or exchangeable into debt or equity) of the EmployerCompany held by the Executive) immediately shall cease, its subsidiaries and affiliates and their respective officers and directors substantially except that: (1) Holdings shall pay to the Executive the amounts specified in the form attached as Exhibit B hereto Sections 7(a)(1) through (the "Release"3) and such Release becoming effective hereof; (2) if within 45 forty-five (45) days following of the Termination Date the Executive signs the General Release, Holdings shall pay to the Executive, less applicable taxes and withholdings, (such 45-day period, i) the Executive’s then current base salary (but no less than $315,000) for purposes of this Section 7(b), the "Release Execution Period"), Executive shall also be entitled to receive the following: i. a lump sum amount equal to two times the sum of twelve (A12) Executive's Base Salary months and (Bii) Executive's highest cash bonus earned with respect to any fiscal year within the two most recently completed fiscal years immediately preceding the Termination Date (or if Termination occurs within the first year of the Employment Period, 50% of Base Salary), which amount shall be paid in cash on or before the 60th day after the Termination Date; provided, however, that and only if the Release Execution Period begins performance criteria and objectives set forth in one taxable year and ends in another taxable year, then payment shall not be made until the beginning of the second taxable year; ii. a lump sum amount equal to the product of (A) the cash bonus, if any, that Executive would have earned Company Bonus Plan are satisfied for the fiscal year in of Holdings during which the Termination Date occurs based on the achievement of applicable performance goals and Holdings has paid other senior executives bonuses for such year under the Company Bonus Plan, a prorated Annual Bonus under the Company Bonus Plan for the pro rata portion of that fiscal year (collectively, the items described in clauses (i) and (B) a fractionii), the numerator of which is the number of days Executive was employed by the Employer during the year of termination and the denominator of which is the number of days in such year (the "Pro-Rata Bonus"“Severance Payments”), which amount . The Severance Payments shall be paid in cash on the date same schedule as if the Executive were still employed by Holdings. Notwithstanding the foregoing, no Severance Payments shall be made by Holdings to the Executive following a final determination, no longer subject to appeal, of a court of competent jurisdiction or as a result of arbitration pursuant to Section 14(c)) that annual bonuses are paid to senior executives Executive has breached any of the Employer generallycovenants contained in Section 8, but in no event later than two9 or 10 of this Agreement; and (3) if within forty-and-one-half months following the end five (45) days of the fiscal year in which the Termination Date occurs; iii. if the Executive timely and properly elects continuation coverage under signs the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA")General Release, then the Employer Holdings shall reimburse Executive be continued on Holdings’ health insurance plan for the monthly COBRA premium paid by Executive for Executive and Executive's dependents until the earliest of: twelve (A12) the 18-month anniversary of period commencing on the Termination Date; . In the event such coverage is not permissible, for such twelve (B12) month period Holdings in its sole discretion shall either (i) pay the date Executive’s COBRA premiums (at the level of coverage the Executive had prior to the Termination Date) or (ii) provide alternative health insurance coverage to the Executive that is no longer eligible less favorable to receive COBRA continuation coverage; and (C) the date on which Executive becomes eligible than the coverage the Executive had prior to receive substantially similar coverage from another employer. Such reimbursement shall be paid to Executive on the 15th day of the month immediately following the month in which Executive timely remits the premium payment; and iv. any issued but unvested restricted stock, stock options, phantom stock or other long-term incentive shall be deemed to be fully vested as of the date of terminationTermination Date.

Termination Without Cause or for Good Reason. If, during In the Employment Period, event that the Term and Employee’s employment hereunder is terminated by Employer shall terminate Executive's employment without Cause or Executive shall terminate Executive's employment by Employee for Good Reason, then Executive Employee shall be entitled to receive (a) accrued and unpaid Base Salary through the Accrued Amounts anddate of termination of employment, subject (b) any unpaid Annual Bonus for the year prior to Executive's execution the year in which termination occurs, (c) an amount equal to the Target Bonus for each calendar year commencing with the calendar year in which such termination occurs and ending on the eighteen (18) month anniversary of a release of claims in favor of the Employersuch termination, its subsidiaries and affiliates and their respective officers and directors substantially prorated for any partial year; provided that, in the form attached event such termination under this Subsection 4.7 occurs within two years following a Change of Control (as Exhibit B hereto (defined in the "Release"TKO Group Holdings, Inc. 2023 Incentive Award Plan) and such Release becoming effective within 45 days following the Termination Date (such 45-day period, for purposes of this Section 7(b), the "Release Execution Period"), Executive Employee shall also be entitled to receive an amount equal to the following: i. Target Bonus for each calendar year commencing with the calendar year in which such termination occurs and ending on the twenty-four (24) month anniversary of such termination, prorated for any partial year (the “Bonus Severance”), (d) reimbursement, within thirty (30) days following submission by Employee to Employer of appropriate supporting documentation, for any unreimbursed business expenses properly incurred by Employee in accordance with Employer’s policy prior to the date of Employee’s termination of employment; provided claims for such reimbursement (accompanied by appropriate supporting documentation) are submitted to Employer within ninety (90) days following the date of Employee’s termination of employment, (e) all amounts and benefits then or thereafter due to Employee under the applicable terms of any applicable plan, program, award, agreement or arrangement (including any equity or equity-based plan, program, award, agreement or arrangement) of any member of the Employer Group in accordance with the terms and conditions of any such plan, program, award, agreement or arrangement, (f) payment of an amount equal to one and half times Employee’s annual Base Salary, payable as set forth below, provided that, in the event such termination under this Subsection 4.7 occurs within two years following a lump sum Change of Control, Employee shall be entitled to receive payment of an amount equal to two times Base Salary, payable as set forth below (the sum of (A“Salary Severance” and collectively with the Bonus Severance, the “Severance Payments”) Executive's Base Salary and (Bg) Executive's highest cash bonus earned with respect to any fiscal year within the two most recently completed fiscal years immediately preceding the Termination Date (or if Termination occurs within the first year accelerated vesting of the Employment Periodportion of the 2023 Equity Award and Annual Equity Awards subject to time-based vesting, 50% in each case, that remains unvested as of Base Salarythe date of termination (the “Equity Award Acceleration”) (but, for avoidance of doubt, not acceleration of vesting of the portion of the 2023 Equity Award and Annual Equity Awards that are subject to performance-based vesting), which amount . Such amounts in clause 4.7(a) shall be paid in cash on or before the 60th day after the Termination Date; provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment shall not be made until the beginning of the second taxable year; ii. a lump sum amount equal to within thirty (30) days after the product date of (AEmployee’s termination of employment and such amounts in clause 4.7(b) the cash bonus, if any, that Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year and (B) a fraction, the numerator of which is the number of days Executive was employed by the Employer during the year of termination and the denominator of which is the number of days in such year (the "Pro-Rata Bonus"), which amount shall be paid in cash on the date that payable at such time as Employer customarily pays annual bonuses are paid to its senior executives of the Employer generally, but in no event later than two-and-one-half months March 15th of the year following the end year to which such Annual Bonus relates. In order to receive the Severance Payments and Equity Award Acceleration, Employee must first execute and deliver a release of claims in the fiscal year in which form attached hereto as Exhibit A (the Termination Date occurs; iii. if Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"“Release”), then that has become effective in accordance with its terms (including the Employer shall reimburse Executive for the monthly COBRA premium paid expiration of any applicable revocation period contained therein or required by Executive for Executive and Executive's dependents until the earliest of: applicable law) within sixty (A60) the 18-month anniversary of the Termination Date; (B) days after the date Executive is of termination of Employee’s employment (such 60‑day period, the “Release Period”). The Severance Payments shall be paid ratably in monthly installments over the twelve month period immediately following such termination, with the first such installment to be paid no longer eligible to receive COBRA continuation coverage; and later than ten (C10) days following the date on which Executive the Release becomes eligible effective and irrevocable (which installment shall include any installment of the Severance Payments that would have been paid to receive substantially similar coverage from another employer. Such reimbursement Employee prior to such date absent the requirement to execute the Release) (the “Severance Commencement Date”); provided, that, if the Release Period spans two calendar years, then the first installment of the Severance Payments (which installment shall include any installment of the Severance Payments that would have been paid to Employee prior to such date absent this proviso) will be paid to Executive on the 15th first business day of the month immediately following second calendar year if such date is later than the month in date on which Executive timely remits such installment would otherwise have been paid pursuant to this Subsection 4.7 absent this proviso. In the premium payment; and iv. event of any issued but unvested restricted stock, stock options, phantom stock or other long-term incentive shall be deemed to be fully vested as termination of the date Term and Employee’s employment hereunder by Employer without Cause or by Employee for Good Reason, Employee shall resign all positions held with the Employer Group. Notwithstanding anything to the contrary, the Severance Payments shall immediately cease (and Employee shall forfeit the portion of terminationthe 2023 Equity Award or Annual Equity Awards that would not otherwise have vested but for the Equity Award Acceleration and any equity received in respect thereof (and refund all of the after-tax proceeds received in respect of such equity through sale thereof or otherwise)) in the event that Employee has materially breached any of the covenants set forth in Sections 7 or 8 of this Agreement or any applicable restrictive covenants set forth in any agreement between Employee and the Employer Group.

Termination Without Cause or for Good Reason. If, during If the Employment Period, the Employer shall terminate Company terminates Executive's ’s employment without Cause or the Executive shall terminate Executive's terminates his employment for Good Reason, then Executive shall be entitled to receive Reason (as defined below) during the Accrued Amounts and, subject to Executive's execution of a release of claims in favor of the Employer, its subsidiaries and affiliates and their respective officers and directors substantially in the form attached as Exhibit B hereto (the "Release") and such Release becoming effective within 45 days following the Termination Date (such 45-day period, for purposes of this Section 7(b)Term, the "Release Execution Period"), Company shall pay the Executive shall also be entitled to receive the following: i. a lump sum amount equal (i) accrued but unpaid Base Salary, to two times be paid no later than ten business days after the sum effective date of the Executive’s termination of employment, and any annual bonus earned but unpaid for the fiscal year before the year in which the Executive’s employment is terminated, to be paid at the same time bonuses are payable to corporate employees (such accrued but unpaid Base Salary and bonus referred to herein as the “Accrued Obligations”); (ii) severance payments (“Severance Payments”) in the form of (A) continued payment for a period of 12 months of the Executive's ’s Base Salary in the event of a termination on or before the first anniversary of the Effective Date, or 24 months of the Executive’s Base Salary in the event of a termination after the first anniversary of the Effective Date, in either case, as in effect on the effective date of the Executive’s termination of employment, determined without regard to any reduction that constitutes Good Reason; and (B) Executive's highest cash the annual bonus earned with respect to any fiscal year within under the two most recently completed fiscal years immediately preceding the Termination Date (or if Termination occurs within the first year MIP based on actual achievement of the Employment Period, 50% of Base Salary), which amount shall be paid in cash on or before the 60th day after the Termination Date; provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment shall not be made until the beginning of the second taxable year; ii. a lump sum amount equal to the product of (A) the cash bonus, if any, that Executive would have earned performance objectives for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year and (B) Executive’s employment is terminated multiplied by a fraction, the numerator of which is the number of days Executive was employed by whole and partial months (rounded up) from the Employer during beginning of that fiscal year until the year date of termination of employment, and the denominator of which is the number of days in such year (the "Pro-Rata Bonus")12, which amount shall to be paid in cash on at the same time bonuses are payable to corporate employees; and (iii) pay the premium for COBRA coverage, if elected by Executive and his eligible dependents, upon loss of coverage under the Company’s group health plan due to his termination, until the earlier of (A) the date that annual bonuses are paid to senior executives Executive becomes eligible for coverage under another group health plan, or (B) in the event of a termination on or before the first anniversary of the Employer generallyEffective Date, but in no event later than two-and-one-half months following the end of the fiscal year 12th month of COBRA coverage, and in which the Termination Date occurs; iiievent of a termination after the first anniversary of the Effective Date, the end of the 18 month maximum COBRA coverage period. In the event of a termination after the first anniversary of the Effective Date, if Executive timely and properly elects continuation does not become eligible for coverage under another group health plan by the Consolidated Omnibus Budget Reconciliation Act end of 1985 ("COBRA")the 18 month maximum COBRA coverage period, then the Employer shall reimburse Executive for the monthly COBRA premium paid by Executive Company will continue to provide coverage for Executive and Executive's his eligible dependents until for an additional 6 months; however, the earliest of: (A) the 18-month anniversary of the Termination Date; (B) the date Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which coverage will terminate earlier if Executive becomes eligible to receive substantially similar for coverage from under another employergroup health plan during that time. Such reimbursement shall be paid to Executive on The Company will impute the 15th day amount of the month immediately following COBRA premium during the month in which Executive timely remits period of COBRA coverage and the premium payment; and iv. any issued but unvested restricted stock, stock options, phantom stock or other long-term incentive shall be deemed to be fully vested as fair market value of the date continued coverage beyond the end of terminationthe COBRA period as taxable income to Executive.

Termination Without Cause or for Good Reason. If, during the Employment PeriodTerm, the Employer shall terminate Executive's Employee’s employment without Cause or Executive Employee shall terminate Executive's Employee’s employment for Good ReasonReason (in each case, other than pursuant to a Change of Control Termination), then Executive Employee shall be entitled to receive the Accrued Amounts and, subject to Executive's Employee’s (x) compliance with the covenants contained in Section 8 hereof and (y) execution of a release of claims in favor of the Employer, its subsidiaries and affiliates and their respective officers and directors substantially in the a form attached as Exhibit B hereto provided by Employer (the "“Release"”) and such Release becoming effective within 45 days following the Termination Date (such 45-day period, for purposes of this Section 7(b4(b), the "“Release Execution Period"”), Executive Employee shall also be entitled to receive the following: i. a lump sum amount (i) 48 equal installment payments payable in accordance with Employer’s normal semi-monthly payroll procedures, which are in the aggregate equal to two (2) times the sum of (A) Executive's Base Salary Employee’s annual base salary at the rate in effect on the Termination Date and (B) Executive's highest Employee’s target cash bonus earned with respect to any fiscal opportunity for the year within the two most recently completed fiscal years immediately preceding in which the Termination Date (or if Termination occurs occurs, and which installments shall begin within the first year of the Employment Period, 50% of Base Salary), which amount shall be paid in cash on or before the 60th day 30 days after the Termination Date; provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment payments shall not be made commence until the beginning of the second taxable year; (ii. ) a lump sum amount equal to the product of (A) the cash bonus, if any, that Executive Employee would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year and (B) a fraction, the numerator of which is the number of days Executive Employee was employed by the Employer during the year of termination and the denominator of which is the number of days in such year (the "“Pro-Rata Bonus"”), which amount shall be paid in cash on the date that annual bonuses are paid to senior executives of the Employer generally, but in no event later than two-and-one-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs;; and (iii. ) if Executive Employee timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("“COBRA"”), then the Employer shall reimburse Executive Employee for the monthly COBRA premium paid by Executive Employee for Executive Employee and Executive's Employee’s dependents until the earliest of: (A) the 18-month anniversary of the Termination Date; (B) the date Executive Employee is no longer eligible to receive COBRA continuation coverage; and (C) the date on which Executive Employee becomes eligible to receive substantially similar coverage from another employer. Such reimbursement shall be paid to Executive Employee on the 15th day of the month immediately following the month in which Executive Employee timely remits the premium payment; and iv. any issued but unvested restricted stock, stock options, phantom stock or other long-term incentive shall be deemed to be fully vested as of the date of termination.

Termination Without Cause or for Good Reason. If, during the Employment Period, the Employer TRA shall terminate Executive's ’s employment without Cause or Executive shall terminate Executive's ’s employment for Good Reason, then : (i) Executive shall be entitled paid, in two separate lump sum payments (A) Executive’s earned but unpaid Base Salary and accrued but unpaid vacation pay through the Date of Termination, and any Annual Cash Bonus required to receive be paid to Executive pursuant to Section 4(b)(i) above for any fiscal year of TRA that ends on or before the Accrued Amounts and, subject Date of Termination to Executive's execution of a release of claims in favor of the Employer, its subsidiaries and affiliates and their respective officers and directors substantially in the form attached as Exhibit B hereto extent not previously paid (the "Release") and such Release becoming effective within 45 days following the Termination Date (such 45-day period, for purposes of this Section 7(b“Accrued Obligations”), and (B) an amount (the "Release Execution Period"), Executive shall also be entitled to receive the following: i. a lump sum amount “Severance Amount”) equal to two one and one-half (1.5) (the “Severance Multiple”) times the sum of (Ax) Executive's the Base Salary and in effect on the Date of Termination plus (By) Executive's highest cash bonus earned with respect to any fiscal year within the average Annual Cash Bonus received by Executive for the two most recently completed complete fiscal years immediately preceding the Termination Date (or if Termination occurs within such lesser number of complete fiscal years as Executive has been employed by TRA) of TRA immediately prior to the first Date of Termination; provided, that the Severance Multiple shall be reduced to 1.0 (one) during the last year of the initial Employment Period, 50% of Base Salary), which amount Period and for each subsequent Employment Period thereafter. The Accrued Obligations shall be paid when due under California law and the Severance Amount shall be paid no later than March 15 of the calendar year following the year in cash on or which occurs Executive’s “separation from service” as defined in Section 1.409A-1(h)(1) of the Treasury Regulations, and not before the 60th last day after on which the Executive could satisfy the conditions of Section 9(a)(vi) hereof, including any period provided for revocation thereunder. (ii) At the time when Executive’s Annual Cash Bonus would otherwise be payable pursuant to Section 4(b)(i) of this Agreement for the fiscal year of TRA in which the Date of Termination Date; providedoccurs, howeverExecutive shall, that if the Release Execution Period begins applicable performance goals are satisfied (the highest of such performance goals which is satisfied being referred to in one taxable year and ends this paragraph as the “Applicable Performance Goal”), be paid an Annual Cash Bonus in another taxable year, then payment shall not be made until the beginning of the second taxable year; ii. a lump sum an amount equal to the greater of: (x) the product of (AI) the cash bonus, if any, that amount of the Annual Cash Bonus to which Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year been entitled if Executive’s employment had not been terminated, and (BII) a fraction, the numerator of which is the number of days Executive was employed by in such fiscal year through the Employer during the year Date of termination Termination and the denominator of which is the total number of days in such year fiscal year, or (y) the "Pro-Rata Bonus"), which product of (I) the amount shall be paid in cash on the date that annual bonuses are paid to senior executives of the Employer generallyAnnual Cash Bonus to which Executive would have been entitled if Executive’s employment had not been terminated, but in no event later than two-and-one-half months following and (II) a percentage which represents that percentage of the Applicable Performance Goal actually satisfied as of the end of the fiscal year in which quarter immediately preceding the Termination Date occursof Termination, (a “Pro-Rated Annual Bonus”); (iii. if Executive timely and properly elects continuation coverage under ) For a period of eighteen (18) months following the Consolidated Omnibus Budget Reconciliation Act Date of 1985 ("COBRA")Termination, then the Employer TRA shall reimburse Executive for the monthly COBRA premium paid by Executive for continue to provide Executive and Executive's dependents until ’s eligible family members with group health insurance coverage at least equal to that which would have been provided to them if Executive’s employment had not been terminated (or at TRA’s election, pay the earliest of: (A) applicable COBRA premium for such coverage); thereafter, Executive shall be entitled to purchase, at Executive’s sole cost, insurance coverage under COBRA for the 18period permitted pursuant to TRA policy and applicable law; provided, however, that if Executive becomes re-month anniversary of the Termination Date; (B) the date Executive employed with another employer and is no longer eligible to receive COBRA continuation coveragegroup health insurance coverage under another employer’s plans, TRA’s obligations under this Section 9(a)(iii) shall terminate and any such coverage shall be reported by Executive to TRA; (iv) The Restricted Stock Award shall become immediately vested and exercisable in full; (v) All outstanding Annual Equity Awards (except for performance based awards, which shall vest only upon satisfaction of the performance goals) granted to Executive (or awards substituted therefore covering the securities of a successor company) which are scheduled to vest within twelve (12) months following the Date of Termination, shall become immediately vested and exercisable in full; and (vi) To the extent not theretofore paid or provided, TRA shall timely pay or provide to Executive any vested benefits and (C) the date on other amounts or benefits required to be paid or provided or which Executive becomes is eligible to receive substantially similar coverage from another employer. Such reimbursement shall be paid to Executive on the 15th day of the month immediately following the month in which Executive timely remits the premium payment; and iv. any issued but unvested restricted stock, stock options, phantom stock or other long-term incentive shall be deemed to be fully vested as of the date Date of terminationTermination under any plan, contract or agreement of TRA and its affiliates (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”) to which Executive is a party. (vii) Notwithstanding anything herein to the contrary, it shall be a condition to Executive’s right to receive the amounts provided for in Sections 9(a)(i)(B), 9(a)(ii) and 9(a)(iii) above that Executive timely execute and deliver to TRA, and not revoke within the period provided therefor, a release of claims in a form to be agreed upon by parties hereto. Such execution and delivery will be deemed timely only if completed within 21 days (or such longer period as TRA may establish) of TRA’s delivery of such form to Executive.

Termination Without Cause or for Good Reason. If, during prior to the Employment Periodexpiration of the Term, the Employer shall terminate Executive resigns from his employment hereunder for Good Reason or the Company terminates the Executive's ’s employment hereunder without Cause (other than a termination by reason of death or Disability), and the Executive shall terminate Executive's employment for Good Reasonhas not received and is not entitled to any payment under Section 5(d)(iii) hereof, then the Company shall pay or provide the Executive shall be entitled to receive the Accrued Amounts and Benefits and, subject to Executive's execution of a release of claims in favor of the Employer, its subsidiaries and affiliates and their respective officers and directors substantially in the form attached as Exhibit B hereto (the "Release") and such Release becoming effective within 45 days following the Termination Date (such 45-day period, for purposes of this Section 7(b), the "Release Execution Period"), Executive shall also be entitled to receive the following9 hereof: i. a lump sum 1. an amount equal to two times the sum of (A) Executive's all applicable Base Salary and (B) Executive's highest cash bonus earned with respect to any fiscal year within for the two most recently completed fiscal years immediately preceding the Termination Date (or if Termination occurs within the first year balance of the Employment PeriodTerm determined as if such termination had not occurred, 50% plus any unpaid portion of Base Salary)the Transition Bonus, which amount shall be paid payable in cash on or before the 60th day after the Termination Date; provided, however, that if the Release Execution Period begins full in one taxable year and ends in another taxable year, then payment shall not be made until the beginning of the second taxable year; ii. a lump sum amount equal cash payment to be made to the product Executive within thirty (30) days of the Date of Termination; 2. any Annual Bonus earned but unpaid for a prior year (Athe “Prior Year Bonus”) and any unpaid Minimum Annual Bonus for the balance of the Term, which shall be payable in full in a lump sum cash bonuspayment to be made to the Executive within thirty (30) days of the Date of Termination; 3. in the event such resignation or termination occurs following the Company’s first fiscal quarter of any year, if any, that Executive would have earned a pro-rata portion of the Executive’s Annual Bonus for the fiscal year in which the Termination Date Executive’s termination occurs based on the achievement of applicable performance goals actual results for such year and (B) determined by multiplying the amount of such Annual Bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days during the fiscal year of termination that the Executive was is employed by the Employer during the year of termination Company and the denominator of which is the number of days 365), paid in such year accordance with Section 4(b) (the "Pro-“Pro Rata Bonus"”), . In the event that the Company has not established an executive bonus plan covering the year of the Term during which amount the Executive was terminated the pro-rata portion of the bonus due to the Executive shall be paid in cash on based upon the date that annual bonuses are paid to senior executives of prior year’s Annual Bonus received by the Employer generally, but in no event later than two-and-one-half months following the end of the fiscal year in which the Termination Date occursExecutive; iii4. if Executive subject to the Executive’s (a) timely and properly elects election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 1985, as amended ("“COBRA"”), then with respect to the Employer Company’s group health insurance plans in which the Executive participated immediately prior to the Date of Termination (“COBRA Continuation Coverage”), and (b) continued payment by Executive of premiums for such plans at the “active employee” rate (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), the Company shall reimburse Executive provide COBRA Continuation Coverage for the monthly COBRA premium paid by Executive for Executive and Executive's his eligible dependents until the earliest of: of (Ax) the Executive or his eligible dependents, as the case may be, ceasing to be eligible under COBRA, (y) eighteen (18-month anniversary ) months following the Date of the Termination Date; Termination, and (Bz) the date Executive is no longer becoming eligible to receive COBRA continuation coverage; and for coverage under the health insurance plan of a subsequent employer (C) the date on which Executive becomes eligible to receive substantially similar coverage from another employer. Such reimbursement shall be paid to Executive on benefits provided under this sub-section (4), the 15th day of the month immediately following the month in which Executive timely remits the premium payment“Medical Continuation Benefits”); and iv5. any issued but in the event a Change in Control shall not have theretofore occurred, and the Executive has terminated this Agreement for Good Reason or the Company has terminated the Executive without Cause, the unvested restricted stockshares subject to the PSU’s and RSU’s shall vest in accordance with Section 4(c)(i)(B) and 4(c)(ii)(A), stock options, phantom stock or other long-term incentive shall be deemed to be fully vested as of the date of terminationrespectively.

Termination Without Cause or for Good Reason. IfIf prior to the expiration of the Term, during Executive resigns from his employment hereunder for Good Reason or the Employment Period, the Employer shall terminate Company terminates Executive's ’s employment hereunder without Cause (other than a termination by reason of death or Executive shall terminate Executive's employment for Good ReasonDisability), then the Company shall pay or provide Executive shall be entitled to receive the Accrued Amounts and, subject to Executive's execution of a release of claims in favor of the Employer, its subsidiaries and affiliates Benefits and their respective officers and directors substantially in the form attached as Exhibit B hereto (the "Release") and such Release becoming effective within 45 days following the Termination Date (such 45-day period, for purposes of this Section 7(b), the "Release Execution Period"), Executive shall also be entitled to receive the following: i. a lump sum amount equal to two times the sum (1) continued payment of (A) Executive's ’s then-current Base Salary and (B) Executive's highest cash bonus earned with respect to any fiscal year within for the two most recently completed fiscal years immediately preceding the Termination Date (or if Termination occurs within the first year balance of the Employment PeriodTerm (disregarding any extensions) or a minimum of twelve (12) months following the Date of Termination, 50% of Base Salary), which amount shall be paid in cash on or before the 60th day after the Termination Datewhichever is longer; provided, however, that if the Release Execution Period begins is executed in one taxable year and ends becomes effective in another taxable year, then payment shall not be made until the beginning of the second taxable year; ii. (2) any Annual Bonus earned but unpaid for a prior year (the “Prior Year Bonus”), which shall be payable in full in a lump sum amount equal cash payment to be made to Executive on the product date that is sixty (60) days following the Date of (A) Termination or the cash bonusdate such bonus would be paid if Executive had remained an employee of the Company, if anylater; provided, that Executive would have earned if the Release is executed in one taxable year and becomes effective in another taxable year, payment shall not be made until the second taxable year; and (3) in the event such resignation or termination occurs following the Company’s first fiscal quarter of any year, a pro-rata portion of Executive’s Annual Bonus for the fiscal year in which the Termination Date Executive’s termination occurs based on the achievement of applicable performance goals actual results for such year and (B) determined by multiplying the amount of such Annual Bonus which would be due for the full calendar year by a fraction, the numerator of which is the number of days during the calendar year of termination that Executive was is employed by the Employer during the year of termination Company and the denominator of which is the number of days 365), paid in such year accordance with Section 4(b) (the "Pro-“Pro Rata Bonus"”), which amount . The Pro Rata Bonus shall be payable at the time the Annual Bonus would have been paid in cash on the date that annual bonuses are paid if Executive’s employment had not terminated; and (4) subject to senior executives Executive’s timely election of the Employer generally, but in no event later than two-and-one-half months following the end of the fiscal year in which the Termination Date occurs; iii. if Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 1985, as amended ("“COBRA"”), then with respect to the Employer Company’s group health insurance plans in which Executive participated immediately prior to the Date of Termination (“COBRA Continuation Coverage”), the Company shall reimburse Executive for pay the monthly cost of COBRA premium paid by Executive Continuation Coverage for Executive and Executive's his eligible dependents until the earliest of: of (A) Executive or his eligible dependents, as the 18case may be, ceasing to be eligible under COBRA (or any COBRA-month anniversary of the Termination Date; like benefits provided under applicable state law) and (B) the date Executive is no longer eligible to receive COBRA continuation coverage; and eighteen (C18) the date on which Executive becomes eligible to receive substantially similar coverage from another employer. Such reimbursement shall be paid to Executive on the 15th day of the month immediately months following the month in which Executive timely remits the premium payment; and iv. any issued but unvested restricted stock, stock options, phantom stock or other long-term incentive shall be deemed to be fully vested as Date of the date of terminationTermination.

Termination Without Cause or for Good Reason. If, during (a) In the Employment Period, the Employer shall terminate Executive's employment without event of a Termination Without Cause or Executive shall terminate Executive's employment a Termination for Good Reason, then Executive shall be entitled to receive the Accrued Amounts and, subject to Executive's execution of a release of claims in favor of the Employer, its subsidiaries and affiliates and their respective officers and directors substantially in the form attached as Exhibit B hereto (the "Release") and such Release becoming effective within 45 days following the Termination Date (such 45-day period, for purposes of this Section 7(b), the "Release Execution Period"), Executive shall also be entitled to receive the following: i. a lump sum amount equal to two times the sum of (Ai) Executive's Base Salary and (B) Executive's highest cash bonus earned with respect to any fiscal year within the two most recently completed fiscal years immediately preceding the Termination Date (or if Termination occurs within the first year of the Employment Period, 50% of Base Salary), which amount shall be paid in cash on or before the 60th day after the Termination Date; provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment shall not be made until the beginning of the second taxable year; ii. a lump sum amount equal to the product of (A) the cash bonus, if any, that Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year and (B) a fraction, the numerator of which is the number of days Executive was employed by the Employer during the year of termination and the denominator of which is the number of days in such year (the "Pro-Rata Bonus"), which amount shall be paid in cash on the date that annual bonuses are paid to senior executives of the Employer generally, as soon as reasonably possible but in no event later than two-and-one-half months following thirty (30) calendar days after the Date of Termination, a lump sum amount in immediately available funds equal to the sum of Executive's Accrued Base Salary, Accrued Annual Bonus, Accrued Retention Bonus, and Prorata Retention Bonus; (ii) as soon as reasonably possible but in no event later than thirty (30) calendar days after the Date of Termination, a lump sum amount in immediately available funds equal to 135% of Executive's Base Salary; (iii) if the Date of Termination occurs during the period commencing from July 1 through December 31 of any Fiscal Year, as soon as reasonably possible but in no event later than thirty (30) calendar days after the Date of Termination, a lump sum amount in immediately available funds equal to the Prorata Annual Bonus; (iv) as soon as reasonably possible but in no event later than thirty (30) calendar days after the Date of Termination, a lump sum amount in immediately available funds equal to the total amount (if any) of Executive's unvested benefits under any plan or program sponsored by the Debtor or the Reorganized Entity, as applicable, providing deferred compensation or retirement benefits, that are forfeited on account of the Termination of Employment, and that would have vested, had Executive's employment continued through the end of the fiscal year in which the Termination Date occursSeverance Period; iii. if Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), then the Employer shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive's dependents until the earliest of: (Av) the 18-month anniversary medical and dental benefits referred to in Section 6.1(a) to which Executive is entitled as of the Date of Termination Date; (B) through the date Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which Executive becomes eligible to receive substantially similar coverage from another employer. Such reimbursement shall be paid to Executive on the 15th day of the month immediately following the month in which Executive timely remits the premium paymentSeverance Period; and iv. any issued (vi) as soon as reasonably possible but unvested restricted stockin no event later than thirty (30) calendar days after the Date of Termination, stock optionsbut without duplication of the foregoing, phantom stock or other long-term incentive a lump sum cash payment equal to the present value (determined using the Interest Rate) of the amounts payable under Section 6.1(c) for the period from the Date of Termination through the Severance Period. (b) Executive's Termination of Employment shall not be deemed considered to be fully vested as for Good Reason unless: (i) not more than ninety (90) calendar days after the occurrence (or if later, not more than ninety (90) calendar days after the Executive becomes aware) of the event or events alleged to constitute Good Reason, Executive provides the Debtor or the Reorganized Entity, as applicable, with written notice (the "Notice of --------- Good Reason") of his intent to consider the Termination for Good ----------- Reason, including a detailed description of the specific reasons which form the basis for such consideration, and demanding that such event or events be cured not later than ten (10) business days after Debtor or the Reorganized Entity, as applicable, receives the Notice of Good Reason (the "Cure Period"); ----------- (ii) the Debtor or the Reorganized Entity, as applicable, shall have failed to cure such event or events during the Cure Period; and (iii) not more than ninety (90) calendar days following the expiration of the Cure Period, Executive shall have given the Debtor or the Reorganized Entity, as applicable, a second notice (a "Notice ------ of Termination for Good Reason") stating that such cure has not ------------------------------ occurred and that as a result, Executive is terminating his employment for Good Reason on the date (after the end of terminationthe Cure Period) specified in the Notice of Termination for Good Reason. A Notice of Termination for Good Reason shall not be based upon any reason or reasons other than one or more reasons set forth in the Notice of Good Reason.

Termination Without Cause or for Good Reason. If, during (a) If the Employment Period, Executive’s employment is terminated by the Employer shall terminate Executive's employment Company without Cause or if the Executive shall terminate Executive's terminates his employment hereunder for Good Reason, then Executive and conditioned upon the Executive’s delivering to the Company the Release provided for in Section 16 with all periods for revocation expired, the Company shall be entitled pay or provide to receive the Accrued Amounts andExecutive, subject to Executive's execution of Section 19: (i) a release of claims in favor of the Employer, its subsidiaries and affiliates and their respective officers and directors substantially in the form attached as Exhibit B hereto single lump sum cash payment within five (the "Release"5) and such Release becoming effective within 45 business days following the Termination Date (expiration of such 45-day period, for purposes of this Section 7(b), the "Release Execution Period"), Executive shall also be entitled to receive the following: i. a lump sum amount equal to two times the sum of (A) Executive's Base Salary and (B) Executive's highest cash bonus earned with respect to any fiscal year within the two most recently completed fiscal years immediately preceding the Termination Date (or if Termination occurs within the first year of the Employment Period, 50% of Base Salary), which amount shall be paid in cash on or before the 60th day after the Termination Date; provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment shall not be made until the beginning of the second taxable year; ii. a lump sum amount revocation period equal to the product Executive’s then current Base Pay that has accrued but not been paid through his Termination Date, any annual and/or long-term bonus earned but unpaid as of (A) the cash bonus, if any, that Executive would have earned date of termination for the any previously completed fiscal year in which or performance period, and a pro rata incentive compensation payment accrued through his Termination Date. For this purpose, the Termination Date occurs based on Executive’s pro rata incentive compensation will be determined by multiplying the achievement of applicable performance goals target amount payable under all outstanding incentive awards multiplied (for such year and (Beach award) by a fraction, the numerator of which is the number of days Executive was employed by that have elapsed in the Employer during period to which such award relates through the year of termination Termination, and the denominator of which is the total number of days in the period; (ii) a single lump sum cash payment within five (5) business days following the expiration of such revocation period equal to the greater of: (A) the Executive’s Severance Pay, which shall equal the sum of the biweekly payments that the Executive would receive if he were paid at the rate of his Average Compensation for the remainder of the Term; or (B) three (3) times the sum of (x) Executive’s Base Pay plus (y) target annual incentive compensation for the year prior to the year in which such Termination occurs; plus (iii) a single lump sum cash payment within five (5) business days following the "Proexpiration of such revocation period equal to the actuarial equivalent of the excess of (1) the retirement pension (determined as a straight line annuity commencing at age sixty-Rata Bonus"five (65) or the first of the month following the Executive’s termination of employment, whichever is later) which he would have accrued under the terms of the Retirement Plans (without regard to any amendment to such Retirement Plans or other pension benefit program described herein), which amount shall be paid determined as if the Executive were fully vested thereunder and had accumulated (after the Termination Date) thirty-six (36) additional months (or, if greater, the number of months remaining in cash on the date that Term) of service credit thereunder at his highest annual bonuses are paid pensionable compensation (as determined pursuant to senior executives the terms of the Employer generally, but in no event later than two-and-one-half months following Retirement Plans) during any calendar year for the end of five (5) years immediately preceding the fiscal year in which the Termination Date occurs; iii, over (2) the retirement pension (determined as a straight life annuity commencing at age sixty-five (65) or the first of the month following the Executive’s termination of employment, whichever is later) which Executive had then accrued pursuant to the provisions of the Retirement Plans. if Executive timely For purposes of this subsection, “actuarial equivalent” shall be determined using all of the same mortality, interest rate and properly elects continuation coverage other methods and assumptions as are used from time to time to determine “actuarial equivalence” for lump sum benefits under the Consolidated Omnibus Budget Reconciliation Act Retirement Plan. (iv) for thirty-six (36) months following his Termination Date, the Company shall arrange to provide Executive with life, accident and health insurance benefits substantially similar to those to which Executive and Executive’s eligible dependents were entitled immediately prior to his Termination. Any benefit elections pertaining to Executive during the thirty-six (36) month period shall be consistent with the elections in effect for Executive immediately prior to his Termination. If and to the extent that any benefit described in this subsection 5(a)(iv) is not or cannot be paid or provided under any policy, plan, program or arrangement of 1985 ("COBRA")the Company, then the Employer shall reimburse Executive Company will itself pay or provide for the monthly COBRA premium paid by Executive for payment to Executive and Executive's dependents until ’s covered dependents, of such benefits along with, in the earliest of: case of any benefits described in this subsection 5(a) (Aiv) the 18-month anniversary that is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Termination DateCompany or any affiliated employer, an additional amount (the “Tax Payment”) such that after payment by Executive or Executive’s dependents or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal to such taxes; provided, however, that such benefit must have been non-taxable to Executive during his employment or (Bii) the date such benefit must have been taxable to Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which during his active employment but Executive becomes eligible to receive substantially similar coverage from another employermust have been reimbursed for all taxes so imposed. Such reimbursement The Tax Payment shall be paid in the first calendar quarter following the calendar year to which it pertains. Notwithstanding the foregoing, or any other provision of the Company’s health insurance plan, for purposes of determining the period of continuation coverage to which Executive or any of his dependents is entitled pursuant to Section 4980B of the Code under the Company’s medical, dental and other group health plans, or successor plans, Executive’s “qualifying event” will be the termination of the 36-month period described herein. Benefits otherwise receivable by Executive or his eligible dependents pursuant to this subsection 5(a)(iv) shall be reduced to the extent comparable benefits are actually received by Executive and his eligible dependents during the remainder of such period following Executive’s Termination, and any such benefits actually received by Executive and his eligible dependents shall be reported to the Company; (v) following the end of the period specified in subsection 5(a)(iv), the Company shall arrange to provide medical and life insurance coverages to Executive on and his spouse for their lifetimes, and Executive’s dependent children until they cease to be eligible as “dependents” under the 15th day terms of the month Company’s plans as in effect at the time of Executive’s termination (e.g., as a result of reaching age 19) substantially equivalent (taking into account Medicare benefits to which they may become entitled) to those provided to Executive, his spouse and dependents under the Company’s employee plans based on Executive’s elections in effect immediately following preceding his Termination, and at a cost to Executive, his spouse and dependent children not greater that the month costs pertaining to them as in which effect immediately prior to Executive’s Termination. Benefits otherwise receivable by Executive timely remits or his dependents pursuant to this subsection 5(a)(v) shall be reduced to the premium paymentextent comparable benefits are actually received by Executive or his dependents, and any such benefits actually received by Executive and his dependents shall be reported to the Company; and iv(vi) outplacement services by a firm selected by the Executive, at the expense of the Company in an amount up to 15% of the Executive’s Base Pay, so long as the services are completed prior to the end of the second calendar year following the year in which the Executive’s Termination occurs. (b) The Executive agrees and acknowledges that in the event that any amounts or benefits become payable pursuant to Section 5(a) on or before December 31, 2007, any claims for such amounts or benefits will be made first against the Trust (as defined in Section 11). any issued but unvested restricted stockAny payments of compensation, stock optionspension, phantom stock severance or other long-term incentive benefits paid from the Trust shall, to the extent thereof, discharge the Company’s obligation to pay such amounts hereunder. If the Trust does not pay such amounts and/or to the extent there are not sufficient assets in the Trust to satisfy such obligations, the remaining balance owing to the Executive will be payable by the Company. (c) The parties acknowledge the following terms of the Prior Agreement, which shall be an obligation of ▇▇▇▇▇▇: (i) Notwithstanding any provision in the Award Agreement or this Section 5, all restricted stock units granted to the Executive by ▇▇▇▇▇▇ prior to the Effective Date which have not otherwise vested shall immediately vest and, within five (5) days after Effective Date, ▇▇▇▇▇▇ shall pay to Executive an amount equal to the fair market value (computed as the average of the high and low trades reported on the New York Stock Exchange) of the common stock of Cooper represented by such restricted stock units determined as of the Effective Date. Such cash payment shall be deemed to be fully in lieu of and in substitution for any right Executive may have to such restricted stock units under the terms of the Award Agreement, and Executive agrees to surrender all restricted stock units being cashed out hereunder immediately prior to receiving the cash payment described above. (ii) Notwithstanding any provision in the Incentive Compensation Plan, the 1998 Option Plan, other relevant plan or program or this Section 5, all stock options granted to the Executive by ▇▇▇▇▇▇ prior to the Effective Date which have not otherwise vested shall be vested and, within five (5) business days after the Effective Date, ▇▇▇▇▇▇ shall pay to Executive in cash an amount equal to the aggregate of the difference between the exercise price of each stock option granted to Executive prior to the Effective Date, and the fair market value (computed as the average of the high and low trades reported on the New York Stock Exchange) of the common stock subject to the related option, determined as of the date Effective Date. Such cash payment shall be deemed to be in lieu of terminationand in substitution for any right Executive may have to exercise such stock option or a related stock appreciation right under the terms of the relevant stock option plan describing such rights, and Executive agrees to surrender all stock options and related stock appreciation rights being cashed out hereunder prior to receiving the cash payment described above.

Termination Without Cause or for Good Reason. If, during If Holdings terminates the Employment Period, the Employer shall terminate Executive's ’s employment without Cause or the Executive shall terminate terminates the Executive's ’s employment for Good Reason, then Executive shall be entitled all obligations of Holdings hereunder (other than those which, pursuant to receive the Accrued Amounts andSection 12, subject survive termination of this Agreement and other than any obligations of Holdings related to Executive's execution of a release of claims in favor any debt, equity or other securities (including options, warrants or securities convertible or exchangeable into debt or equity) of the EmployerCompany held by the Executive) immediately shall cease, its subsidiaries and affiliates and their respective officers and directors substantially except that: (1) Holdings shall pay to the Executive the amounts specified in the form attached as Exhibit B hereto Sections 7(a)(1) through (the "Release"3) and such Release becoming effective hereof; (2) if within 45 forty-five (45) days following of the Termination Date the Executive signs the General Release, Holdings shall pay to the Executive, less applicable taxes and withholdings, (such 45-day period, i) the Executive’s then current base salary (but no less than $500,000) for purposes of this Section 7(b), the "Release Execution Period"), Executive shall also be entitled to receive the following: i. a lump sum amount equal to two times the sum of twelve (A12) Executive's Base Salary months and (Bii) Executive's highest cash bonus earned with respect to any fiscal year within the two most recently completed fiscal years immediately preceding the Termination Date (or if Termination occurs within the first year of the Employment Period, 50% of Base Salary), which amount shall be paid in cash on or before the 60th day after the Termination Date; provided, however, that and only if the Release Execution Period begins performance criteria and objectives set forth in one taxable year and ends in another taxable year, then payment shall not be made until the beginning of the second taxable year; ii. a lump sum amount equal to the product of (A) the cash bonus, if any, that Executive would have earned Company Bonus Plan are satisfied for the fiscal year in of Holdings during which the Termination Date occurs based on the achievement of applicable performance goals and Holdings has paid other senior executives bonuses for such year under the Company Bonus Plan, a prorated Annual Bonus under the Company Bonus Plan for the pro rata portion of that fiscal year (collectively, the items described in clauses (i) and (B) a fractionii), the numerator of which is the number of days Executive was employed by the Employer during the year of termination and the denominator of which is the number of days in such year (the "Pro-Rata Bonus"“Severance Payments”), which amount . The Severance Payments shall be paid in cash on the date same schedule as if the Executive were still employed by Holdings. Notwithstanding the foregoing, no Severance Payments shall be made by Holdings to the Executive following a final determination, no longer subject to appeal, of a court of competent jurisdiction or as a result of arbitration pursuant to Section 14(c)) that annual bonuses are paid to senior executives Executive has breached any of the Employer generallycovenants contained in Section 8, but in no event later than two9 or 10 of this Agreement; and (3) if within forty-and-one-half months following the end five (45) days of the fiscal year in which the Termination Date occurs; iii. if the Executive timely and properly elects continuation coverage under signs the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA")General Release, then the Employer Holdings shall reimburse Executive be continued on Holdings’ health insurance plan for the monthly COBRA premium paid by Executive for Executive and Executive's dependents until the earliest of: twelve (A12) the 18-month anniversary of period commencing on the Termination Date; . In the event such coverage is not permissible, for such twelve (B12) month period Holdings in its sole discretion shall either (i) pay the date Executive’s COBRA premiums (at the level of coverage the Executive had prior to the Termination Date) or (ii) provide alternative health insurance coverage to the Executive that is no longer eligible less favorable to receive COBRA continuation coverage; and (C) the date on which Executive becomes eligible than the coverage the Executive had prior to receive substantially similar coverage from another employer. Such reimbursement shall be paid to Executive on the 15th day of the month immediately following the month in which Executive timely remits the premium payment; and iv. any issued but unvested restricted stock, stock options, phantom stock or other long-term incentive shall be deemed to be fully vested as of the date of terminationTermination Date.

Termination Without Cause or for Good Reason. IfIf (a) the Company shall terminate Executive’s employment without Cause or (b) Executive shall terminate Executive’s employment for Good Reason, or Executive’s Termination is the result of disability resulting from an injury or death incurred in the course and scope of employment, in each case, during the Employment Period, the Employer Company shall terminate pay to Executive's employment without Cause or Executive shall terminate Executive's employment for Good Reason: (i) any accrued and unpaid Base Salary and accrued and unused vacation earned through the Date of Termination, then Executive which shall be entitled to receive paid within the Accrued Amounts andtime period required by applicable law; plus (ii) as severance payments, subject to and provided that Executive (or Executive's execution of ’s estate, as the case may be) executes and delivers (and does not revoke) a general release of all claims in favor of form and substance satisfactory to the Employer, its subsidiaries and affiliates and their respective officers and directors substantially in the form attached as Exhibit B hereto (the "Release") and such Release becoming effective Company within 45 60 days following the Date of Termination, Base Salary for twelve (12) months, plus reimbursement for the cost of COBRA coverage for twelve (12) months or, if earlier, until Executive becomes eligible for coverage under different health insurance, which shall be paid in periodic installments on the Company’s regular payroll dates, beginning with the next payroll date immediately following the expiration of the 60th day following the Date of Termination Date (which first payment shall include any payments of Base Salary that should have been made during such 4560-day period but for the 60-day release consideration period); plus (iii) any earned but unpaid Bonus for the calendar year preceding the calendar year in which Executive’s employment terminates; plus (iv) a prorated Annual Bonus based on actual performance for the full calendar year of termination (which, if earned, will be paid when other executives are paid annual bonuses for purposes such year); plus (v) prorated vesting of this Section 7(beach then-outstanding equity award held by Executive based on the time elapsed from the commencement of vesting of such award through the Date of Termination and, if applicable, actual performance through the Date of Termination. Notwithstanding the foregoing, if such termination occurs within twelve (12) months following a Change in Control (as defined in Parent’s Omnibus Incentive Plan), the "Release Execution Period"), Executive shall also be entitled to receive the following: i. a lump sum amount equal to two times the sum of then (A) Executive's Base Salary the COBRA benefits provided in clause (ii) above will be provided for eighteen (18) months, and (B) Executive's highest cash bonus earned with respect to any fiscal year within the two most recently completed fiscal years immediately preceding the Termination Date (or if Termination occurs within the first year in lieu of the Employment Periodprorated vesting benefits provided in clause (v) above, 50% Executive will vest in all then-outstanding equity awards held by him, with any performance-vesting awards to vest based on actual performance through the Date of Base Salary), which amount Termination. There shall be paid in cash on no obligation to mitigate damages, or before the 60th day after the Termination Date; providedoffset, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment shall not be made until the beginning of the second taxable year; ii. a lump sum amount equal to the product of (A) the cash bonus, if any, that Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year and (B) a fraction, the numerator of which is the number of days Executive was employed by the Employer during the year of termination and the denominator of which is the number of days in such year (the "Pro-Rata Bonus"), which amount shall be paid in cash on the date that annual bonuses are paid to senior executives of the Employer generally, but in no event later than two-and-one-half months following the end of the fiscal year in which the Termination Date occurs; iii. if Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), then the Employer shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive's dependents until the earliest of: (A) the 18-month anniversary of the Termination Date; (B) the date Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which Executive becomes eligible to receive substantially similar coverage from another employer. Such reimbursement shall be paid to Executive on the 15th day of the month immediately following the month in which Executive timely remits the premium payment; and iv. any issued but unvested restricted stock, stock options, phantom stock or other long-term incentive shall be deemed to be fully vested as of the date of terminationseverance payments.

Termination Without Cause or for Good Reason. IfIf Executive’s employment with the Company is terminated by the Company (other than for Cause, during the Employment PeriodDisability, the Employer shall terminate Executive's employment without Cause or death) or by Executive shall terminate Executive's employment for Good ReasonReason within twenty-four (24) months following the Change in Control Date, then Executive shall be entitled to receive the Accrued Amounts and, subject following benefits: (i) the Company shall pay to Executive's execution of Executive a release of claims lump-sum cash payment on the Release Effective Date in favor the aggregate of the Employer, its subsidiaries and affiliates and their respective officers and directors substantially in the form attached as Exhibit B hereto (the "Release") and such Release becoming effective within 45 days following the Termination Date (such 45-day period, for purposes of this Section 7(b), the "Release Execution Period"), Executive shall also be entitled to receive the followingamounts: i. a lump sum (1) an amount equal to (a) three (3) for the Chief Executive Officer and two times (2) for other Executive Committee Members multiplied by (b) the sum of (Ax) the greater of Executive’s annual Base Salary as in effect immediately prior to the Change in Control Date or the Date of Termination and (y) the greater of Executive’s target Annual Bonus as in effect immediately prior to the Change in Control Date or the Date of Termination; and (2) Executive's ’s accrued but unpaid Base Salary through the Date of Termination, vacation pay earned but not used in the calendar year of termination, any unreimbursed reimbursable expenses, and all rights and benefits under the employee benefit plans of the Company in which Executive is then participating, and (Bii) Executive's highest cash bonus earned with respect any previously awarded but unpaid Annual Bonus for a completed calendar year prior to any fiscal year within the two most recently completed fiscal years immediately preceding Date of Termination (collectively, the Termination Date (or if Termination occurs within the first year of the Employment Period, 50% of Base Salary“Accrued Obligations”), which amount shall be paid in cash on or before the 60th day after the Termination Date; provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment shall not be made until the beginning of the second taxable year; (ii. ) the Company will also pay Executive a lump lump-sum amount cash payment equal to the product of (A) the cash bonusAnnual Bonus, if any, that Executive would have earned for the fiscal calendar year in which the Date of Termination Date occurs occurs, based on the actual achievement of the applicable performance goals for such year (as determined on a basis consistent with that for other senior executives) and (B) a fraction, the numerator of which is the number of days Executive was employed by the Employer Company during the year of termination and the denominator of which is the number of days in such year (the "“Pro-Rata Bonus"”), which . This amount shall be paid in cash on the date that annual bonuses Annual Bonuses are paid to senior executives of the Employer generallynormally paid, but in no event later than two-and-one-half months March 15 of the year following the end of the fiscal year in which the Date of Termination Date occurs;; ​ ​ ​ (iii. if Executive timely and properly elects continuation coverage under ) the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), then the Employer shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive's ’s eligible dependents until will remain covered by the earliest of: (A) Company’s medical, vision, and dental plans under the 18-month anniversary same terms and conditions as an active employee through the Date of Termination, such coverage will terminate on the Date of Termination, and the Company will pay to the Executive, in one lump sum payment, the equivalent cash value of the Termination Datepremiums for the coverage that Executive and Executive’s eligible dependents would have received (less the employee portion of the premiums for such benefits) under the Company’s health care plan, based on the level of coverage as of the Date of Termination, for a period of twenty-four (24) months, such payment to be made within sixty (60) days after the Date of Termination. After such Date of Termination, the Executive shall be eligible for continuation of coverage for the Executive and the Executive’s eligible dependents under the Company’s medical, vision, and dental plans pursuant to the COBRA continuation of coverage provisions of such plans, at the Executive’s sole expense under applicable COBRA rates, beginning upon the Date of Termination; and (Biv) to the date extent not previously paid or provided, the Company shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is no longer eligible to receive COBRA continuation coverage; following Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (Cother than severance benefits) the date on which Executive becomes eligible to receive substantially similar coverage from another employer. Such reimbursement (such other amounts and benefits shall be paid hereinafter referred to Executive on as the 15th day of the month immediately following the month in which Executive timely remits the premium payment; and iv. any issued but unvested restricted stock, stock options, phantom stock or other long-term incentive shall be deemed to be fully vested as of the date of termination“Other Benefits”).

Termination Without Cause or for Good Reason. If, during the Employment Period, the Employer shall The Company may terminate Executive's employment hereunder without Cause at any time. The Executive may terminate his employment for Good Reason by providing thirty (30) days' prior written notice to the Company. In the event of the termination of Executive's employment under this Section 6(c) by the Company without Cause or by the Executive shall terminate Executive's employment for Good Reason, in each case prior to or more than twenty-four (24) months following a Material Change (as defined in the Everest Re Group, Ltd. Senior Executive Change of Control Plan, as amended and restated effective January 1, 2016 (the "Change of Control Plan")), then Executive shall be entitled to receive to: (i) payment of the Accrued Amounts andPayments; (ii) a separation allowance, subject to Executive's execution of payable in equal installments in accordance with normal payroll practices over a release of claims in favor of the Employer, its subsidiaries and affiliates and their respective officers and directors substantially in the form attached as Exhibit B hereto twenty-four (the "Release"24) and such Release becoming effective within 45 days month period beginning immediately following the Termination Date (such 45-day perioddate of termination, for purposes of this Section 7(b), the "Release Execution Period"), Executive shall also be entitled to receive the following: i. a lump sum amount equal to two (2) times the sum of (A) Executive's Base Salary and as in effect on the date of such termination; (Biii) Executive's highest cash bonus payment no later than seventy (70) days following the employment termination date of any annual non-equity incentive bonuses as determined by the Group Compensation Committee to have been earned with respect to but not yet paid for any completed full fiscal year within the two most recently completed fiscal years immediately preceding the Termination Date employment termination date; (or iv) if Termination employment termination occurs within prior to the first end of any fiscal year, an annual non-equity incentive bonus for such fiscal year in which employment termination occurs determined and paid no later than seventy (70) days following the last day of such fiscal year to which the bonus relates based on actual performance achieved for such fiscal year against the performance goals for that fiscal year; and (v) the Company shall arrange for the Executive to continue to participate on substantially the same terms and conditions as in effect for the Executive (including any required contribution) immediately prior to such termination, in the disability and life insurance programs provided to the Executive pursuant to Section 5(a) hereof until the earlier of (i) the end of the Employment Periodtwenty-four (24) month period beginning on the effective date of the termination of Executive's employment hereunder, 50% or (ii) such time as the Executive is eligible to be covered by comparable benefit(s) of Base Salarya subsequent employer. The foregoing of this Section 6(d)(v) is referred to as "Benefits Continuation". In addition, no later than sixty (60) days after the date of termination, the Company agrees to pay Executive a single cash sum in order to enable Executive to pay for medical and dental coverage (through COBRA or otherwise) that is comparable to the medical and dental coverage in effect for Executive (and his dependents, if any), which amount shall be paid in with such cash on or before the 60th day after the Termination Date; provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment shall not be made until the beginning of the second taxable year; ii. a lump sum amount equal to the product cost of (A) the cash bonus, if any, that Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals premiums for such year and (B) a fraction, the numerator of which is the number of days Executive was employed by the Employer during the year of termination and the denominator of which is the number of days in such year (the "Pro-Rata Bonus"), which amount shall be paid in cash on the date coverage that annual bonuses are paid to senior executives of the Employer generally, but in no event later than two-and-one-half months following the end of the fiscal year in which the Termination Date occurs; iii. would apply if Executive timely and properly elects were to elect COBRA continuation coverage under the Consolidated Omnibus Budget Reconciliation Act Company's medical and dental plans following his termination of 1985 ("COBRA"), then the Employer shall reimburse Executive employment and continue such coverage for the monthly COBRA premium paid by Executive for Executive and twenty-four (24) month period beginning on the date of Executive's dependents until termination of employment. The Executive agrees to notify the earliest of: (A) the 18-month anniversary of the Termination Date; (B) the date Executive is no longer eligible to receive COBRA continuation coverage; Company promptly if and (C) the date on which Executive when he begins employment with another employer and if and when he becomes eligible to receive substantially similar coverage from participate in any benefit or other welfare plans, programs or arrangements of another employer. Such reimbursement Notwithstanding the foregoing, the payments and benefits described in clauses (ii), (iii), (iv) and (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive breaches any provision of Section 11 or Section 12 of this Agreement, and if Executive breaches any provision of Section 11 or Section 12 after receipt of any such payment or benefit, then Executive shall be paid required to repay the Company the payments and benefits described in clauses (ii), (iii), (iv) and (v) above within thirty (30) days after notice from the Company that Executive on has so breached the 15th day Section 11 or Section 12 of the month immediately following the month in which Executive timely remits the premium payment; and iv. any issued but unvested restricted stock, stock options, phantom stock or other long-term incentive shall be deemed to be fully vested as of the date of terminationAgreement.

Termination Without Cause or for Good Reason. If, during the Employment Period, the Employer shall terminate Executive's ’s employment without Cause or Executive shall terminate Executive's ’s employment for Good Reason, then Executive shall be entitled to receive the Accrued Amounts and, subject to Executive's ’s execution of a release of claims in favor of the Employer, its subsidiaries and affiliates and their respective officers and directors substantially in the form attached as Exhibit B hereto (the "“Release"”) and such Release becoming effective within 45 days following the Termination Date (such 45-day period, for purposes of this Section 7(b), the "“Release Execution Period"”), Executive shall also be entitled to receive the following: i. (i) a lump sum amount equal to two three times the sum of (A) Executive's ’s Base Salary and (B) Executive's ’s highest cash bonus earned with respect to any fiscal year within the two three most recently completed fiscal years immediately preceding the Termination Date (or if Termination occurs within the first year of the Employment Period, 50% of Base Salary), which amount shall be paid in cash on or before the 60th day after the Termination Date; provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment shall not be made until the beginning of the second taxable year; (ii. ) a lump sum amount equal to the product of (A) the cash bonus, if any, that Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year and (B) a fraction, the numerator of which is the number of days Executive was employed by the Employer during the year of termination and the denominator of which is the number of days in such year (the "“Pro-Rata Bonus"”), which amount shall be paid in cash on the date that annual bonuses are paid to senior executives of the Employer generally, but in no event later than two-and-one-half months following the end of the fiscal year in which the Termination Date occurs; (iii. ) if Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("“COBRA"”), then the Employer shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive's ’s dependents until the earliest of: (A) the 18-month anniversary of the Termination Date; (B) the date Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which Executive becomes eligible to receive substantially similar coverage from another employer. Such reimbursement shall be paid to Executive on the 15th day of the month immediately following the month in which Executive timely remits the premium payment; and (iv. ) any issued but unvested restricted stock, stock options, phantom stock or other long-term incentive shall be deemed to be fully vested as of the date of termination.

Termination Without Cause or for Good Reason. If, during the Employment Period, the Employer shall The Company may terminate Executive's ’s employment hereunder without Cause at any time, by providing Executive thirty (30) days’ prior written notice of such termination. Such notice shall specify the effective date of the termination of Executive’s employment. The Executive may terminate his employment for Good Reason by providing thirty (30) days’ prior written notice to the Company pursuant to Section 5(c). In the event of the termination of Executive’s employment under this Section 6(c) without Cause or by the Executive shall terminate Executive's employment for Good Reason, in each case prior to or more than twelve (12) months following a Change in Control, then Executive shall be entitled to receive payment of the Executive’s Accrued Amounts Payments within thirty (30) days after such termination and, subject to the Executive's execution of a release of claims in favor of the Employer, its subsidiaries and affiliates and their respective officers and directors substantially in the form attached as Exhibit B hereto (the "Release") and such Release becoming effective within 45 days following the Termination Date (such 45-day period, for purposes of this ’s compliance with Section 7(b6(g), the "Release Execution Period")payments and benefits described below: (i) a separation allowance, Executive shall also be entitled to receive payable in equal installments in accordance with normal payroll practices over an eighteen (18) month period beginning immediately following the following: i. a lump sum amount date of termination, equal to two one and one half (1.5) times the sum of (Ax) Executive's ’s then Base Salary and (By) the Executive's highest cash bonus ’s then Target Bonus; (ii) any annual incentive bonuses earned with respect to but not yet paid for any completed full fiscal year within the two most recently completed fiscal years immediately preceding the Termination Date employment termination date, due and payable in lump sum within seventy-five (or 75) days after the termination date; (iii) if Termination employment termination occurs within prior to the first end of any fiscal year, a pro rata annual incentive bonus for such fiscal year in which employment termination occurs (based on actual business days in such fiscal year prior to such employment termination, divided by the total annual business days in such fiscal year) determined and paid based on actual performance achieved for such fiscal year against the performance goals for that fiscal year no later than March 15 of the Employment Period, 50% of Base Salary), which amount shall be paid in cash on or before the 60th day after the Termination Date; provided, however, that if the Release Execution Period begins in one taxable fiscal year and ends in another taxable year, then payment shall not be made until the beginning of the second taxable year; ii. a lump sum amount equal to the product of (A) the cash bonus, if any, that Executive would have earned for following the fiscal year in which Executive’s termination occurred; (iv) the Termination Date occurs based on Company shall arrange for the achievement of applicable performance goals for such year and Executive to continue to participate (B) a fraction, the numerator of which is the number of days Executive was employed by the Employer during the year of termination and the denominator of which is the number of days in such year (the "Pro-Rata Bonus"through COBRA or otherwise), which amount shall be paid on substantially the same terms and conditions as in cash on effect for the date that annual bonuses are paid Executive (including any required contribution) immediately prior to senior executives such termination, in the medical, dental, disability and life insurance programs provided to the Executive pursuant to Section 3(c) hereof until the earlier of the Employer generally, but in no event later than two-and-one-half months following (i) the end of the fiscal year in which 18 month period beginning on the Termination Date occurs; iii. if Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), then the Employer shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive's dependents until the earliest of: (A) the 18-month anniversary effective date of the Termination Date; termination of Executive’s employment hereunder, or (Bii) such time as the date Executive is no longer eligible to receive COBRA continuation coverage; be covered by comparable benefit(s) of a subsequent employer. The foregoing of this Section 6(c)(iv) is referred to as “Benefits Continuation”. The Executive agrees to notify the Company promptly if and (C) the date on which Executive when he begins employment with another employer and if and when he becomes eligible to receive substantially similar coverage from participate in any welfare plans, programs or arrangements of another employer. Such reimbursement shall be paid to Executive on the 15th day of the month immediately following the month in which Executive timely remits the premium payment; and iv. any issued but unvested restricted stock, stock options, phantom stock or other longDocusign Envelope ID: 83A040C4-term incentive shall be deemed to be fully vested as of the date of termination.5BAA-463A-9EE1-6BFF714844D2

Termination Without Cause or for Good Reason. If, during If Holdings terminates the Employment Period, the Employer shall terminate Executive's ’s employment without Cause or the Executive shall terminate terminates the Executive's ’s employment for Good Reason, then Executive shall be entitled all obligations of Holdings hereunder (other than those which, pursuant to receive the Accrued Amounts andSection 12, subject survive termination of this Agreement and other than any obligations of Holdings related to Executive's execution of a release of claims in favor any debt, equity or other securities (including options, warrants or securities convertible or exchangeable into debt or equity) of the EmployerCompany held by the Executive) immediately shall cease, its subsidiaries and affiliates and their respective officers and directors substantially except that: (1) Holdings shall pay to the Executive the amounts specified in the form attached as Exhibit B hereto Sections 7(a)(1) through (the "Release"3) and such Release becoming effective hereof; (2) if within 45 forty-five (45) days following of the Termination Date the Executive signs the General Release, Holdings shall pay to the Executive, less applicable taxes and withholdings, (such 45-day period, i) the Executive’s then current base salary (but no less than $275,000) for purposes of this Section 7(b), the "Release Execution Period"), Executive shall also be entitled to receive the following: i. a lump sum amount equal to two times the sum of twelve (A12) Executive's Base Salary months and (Bii) Executive's highest cash bonus earned with respect to any fiscal year within the two most recently completed fiscal years immediately preceding the Termination Date (or if Termination occurs within the first year of the Employment Period, 50% of Base Salary), which amount shall be paid in cash on or before the 60th day after the Termination Date; provided, however, that and only if the Release Execution Period begins performance criteria and objectives set forth in one taxable year and ends in another taxable year, then payment shall not be made until the beginning of the second taxable year; ii. a lump sum amount equal to the product of (A) the cash bonus, if any, that Executive would have earned Company Bonus Plan are satisfied for the fiscal year in of Holdings during which the Termination Date occurs based on the achievement of applicable performance goals and Holdings has paid other senior executives bonuses for such year under the Company Bonus Plan, a prorated Annual Bonus under the Company Bonus Plan for the pro rata portion of that fiscal year (collectively, the items described in clauses (i) and (B) a fractionii), the numerator of which is the number of days Executive was employed by the Employer during the year of termination and the denominator of which is the number of days in such year (the "Pro-Rata Bonus"“Severance Payments”), which amount . The Severance Payments shall be paid in cash on the date same schedule as if the Executive were still employed by Holdings. Notwithstanding the foregoing, no Severance Payments shall be made by Holdings to the Executive following a final determination, no longer subject to appeal, of a court of competent jurisdiction or as a result of arbitration pursuant to Section 14(c)) that annual bonuses are paid to senior executives Executive has breached any of the Employer generallycovenants contained in Section 8, but in no event later than two9 or 10 of this Agreement; and (3) if within forty-and-one-half months following the end five (45) days of the fiscal year in which the Termination Date occurs; iii. if the Executive timely and properly elects continuation coverage under signs the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA")General Release, then the Employer Holdings shall reimburse Executive be continued on Holdings’ health insurance plan for the monthly COBRA premium paid by Executive for Executive and Executive's dependents until the earliest of: twelve (A12) the 18-month anniversary of period commencing on the Termination Date; . In the event such coverage is not permissible, for such twelve (B12) month period Holdings in its sole discretion shall either (i) pay the date Executive’s COBRA premiums (at the level of coverage the Executive had prior to the Termination Date) or (ii) provide alternative health insurance coverage to the Executive that is no longer eligible less favorable to receive COBRA continuation coverage; and (C) the date on which Executive becomes eligible than the coverage the Executive had prior to receive substantially similar coverage from another employer. Such reimbursement shall be paid to Executive on the 15th day of the month immediately following the month in which Executive timely remits the premium payment; and iv. any issued but unvested restricted stock, stock options, phantom stock or other long-term incentive shall be deemed to be fully vested as of the date of terminationTermination Date.

Termination Without Cause or for Good Reason. If, If the Executive's employment hereunder is terminated by the Company without Cause or by the Executive for Good Reason during the Employment PeriodTerm, the Employer shall terminate Executive's employment without Cause or Executive shall terminate Executive's employment for Good Reason, then Executive shall be entitled to receive the Accrued Amounts and, subject to conditional upon the Executive's compliance with Article 6 of this Agreement and his execution of a release of claims in favor of the EmployerCompany, its subsidiaries and affiliates and their respective officers and directors substantially in a form provided by the form attached Company as Exhibit B hereto provided below (the "Release") and such Release becoming effective within 45 days following the Termination Date (such 45-day period, for purposes of this Section 7(b), the "Release Execution Period"), Executive shall also be entitled to receive the following, with such payments to be made on a date determined by the Company within 60 days following the Termination Date except as otherwise provided: i. (a) in the event the employment of the Executive is terminated prior to the 18-month anniversary of the Effective Date, the Executive shall be entitled to receive a lump sum amount payment equal to two times the Executive's Base Salary, and in the event the employment of the Executive is terminated on or following the 18-month anniversary of the Effective Date, the Executive shall be entitled to receive a lump sum payment equal to the sum of (Ai) one and a half (1.5) times the Executive's Base Salary and (Bii) Executive's highest cash bonus earned with respect the lesser of the Annual Bonus paid to any the Executive in the fiscal year within the two most recently completed fiscal years immediately preceding prior to the Termination Date (or if Termination occurs within and the first Target Bonus for the fiscal year of the Employment Period, 50% of Base Salary), in which amount shall be paid in cash on or before the 60th day after the Termination Date; provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment shall not be made until the beginning of the second taxable yearDate occurs; ii. (b) any amount of Annual Bonus earned, but not yet paid, in the fiscal year prior to the fiscal year in which the Termination Date occurs; (c) a lump sum amount pro-rated Annual Bonus equal to the product of (Ai) the cash bonus, if any, Annual Bonus that Executive would have earned been payable to the Executive for the fiscal year in which the Termination Date occurs based on if the achievement termination of applicable performance goals for such year employment had not occurred (as determined by the Compensation Committee in good faith at the same time the annual bonuses of other similarly situated executives are determined) and (Bii) a fraction, the numerator of which is the number of days the Executive was employed by the Employer Company during the fiscal year of termination in which the Termination Date occurs and the denominator of which is the number of days in such fiscal year (the "Pro-Pro Rata Bonus"), which amount shall be paid in cash on is payable to the date that Executive at the same time the annual bonuses of similarly situated executives are paid to senior executives of the Employer generally, but in no event later than two-and-one-half months following the end of the fiscal year in which payable; (d) all unvested Special RSUs shall immediately vest on the Termination Date occursand be settled in accordance with the terms of the applicable Special Award Agreement; iii. if Executive timely and properly elects continuation coverage under (e) in the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), then event the Employer shall reimburse Executive’s employment is terminated by the Executive for Good Reason any unvested Special PSUs and Special Options as to which the monthly COBRA premium paid by Executive for Executive and Executive's dependents until stock price hurdle vesting requirements (as set forth in the earliest of: (Aapplicable Special Award Agreement) the 18-month anniversary have been satisfied as of the Termination Date shall immediately vest on the Termination Date, any such Special PSUs that vest in accordance with this Section 5.3(e) shall be settled as soon as reasonably practicable following the Termination Date in accordance with the terms of the applicable Special Award Agreement and any such Special Options that vest in accordance with this Section 5.3(e) may be exercised in accordance with the applicable Special Award Agreement; however, in the event the Executive’s employment is terminated by the Company without Cause a pro rata number of unvested Special Options and unvested Special PSUs shall vest at the Termination Date equal to the product of (Bi) the date Executive is no longer eligible number, if any, of Special PSUs and Special Options as to receive COBRA continuation coverage; which the stock price hurdle vesting requirements (as set forth in the applicable Special Award Agreement) have been satisfied as of the Termination Date and (Cii) a fraction, the date on numerator of which is the number of days the Executive becomes eligible to receive substantially similar coverage from another employer. Such reimbursement was employed by the Company during the Performance Period and the denominator of which is the number of days in the Performance Period, any such Special PSUs that vest in accordance with this Section 5.3(e) shall be paid to Executive on settled as soon as reasonably practicable following the 15th day Termination Date in accordance with the terms of the month immediately following applicable Special Award Agreement and any such Special Options that vest in accordance with this Section 5.3(e) may be exercised in accordance with the month in which Executive timely remits the premium paymentapplicable Special Award Agreement; and iv. (f) any issued but unvested restricted stock, stock options, phantom stock other Special Options or other long-term incentive shall be deemed to be fully Special PSUs which have not vested as of the Termination Date in accordance with Section 5.3(e) above shall be forfeited and cancelled. The Company’s obligations to make any payments under this Section 5.3 shall be conditioned on the Executive executing and delivering to the Company the Release within twenty-one (21) days following the date the Company delivers the form of terminationRelease to the Executive after the date the Termination Notice is received by the Executive and the Release becoming effective by virtue of the Executive not revoking the Release during the period the Executive is allowed by law to revoke.

Termination Without Cause or for Good Reason. If, during the Employment Period, the Employer shall The Company may terminate Executive's employment hereunder without Cause at any time, by providing Executive 30 days' prior written notice of such termination. Such notice shall specify the Effective Date of the termination of Executive's employment. The Executive may terminate his employment for Good Reason by providing 30 days' prior written notice to the Company. In the event of the termination of Executive's employment under this Paragraph 4.3 without Cause or by the Executive shall terminate Executive's employment for Good Reason, then Executive shall be entitled to receive the Accrued Amounts and, subject to Executive's execution of a release of claims in favor of the Employer, its subsidiaries and affiliates and their respective officers and directors substantially in the form attached as Exhibit B hereto (the "Release") and such Release becoming effective within 45 days following the Termination Date (such 45-day period, for purposes of this Section 7(b), the "Release Execution Period"), Executive shall also be entitled to receive the followingto: i. a lump sum amount equal to two times payment of the sum of (A) Executive's Base Salary and (B) Executive's highest cash bonus earned with respect to any fiscal year Accrued Payments in full within the two most recently completed fiscal years immediately preceding the Termination Date (or if Termination occurs within the first year of the Employment Period, 50% of Base Salary), which amount shall be paid in cash on or before the 60th day after the Termination Date; provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment shall not be made until the beginning of the second taxable yearnext normal payroll period following Termination; ii. a lump sum amount separation allowance, payable in equal installments in accordance with normal payroll practices, prorated over a 12 month period beginning immediately following the date of termination as follows: (i) if the separation occurs within the initial five year term of employment, an allowance equal to the product sum of (A) the cash bonus, if any, that Executive would have earned Executive's annual Base Salary for the entire year of separation; or (ii) if the separation occurs beyond the initial five year term of employment and occurs without the at least ninety (90) days notice contemplated in Paragraph 1.1, an allowance equal to Executive's remaining annual Base Salary for the year of separation. iii. any annual incentive bonuses earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date, to be paid in full within the next normal payroll period following Termination; iv. if employment termination occurs prior to the end of any fiscal year, the annual incentive bonus for such fiscal year in which employment termination occurs for which Executive would have been entitled if employed at the Termination Date occurs conclusion of the fiscal year determined and paid based on actual performance achieved for such fiscal year against the achievement of applicable performance goals for such year and (B) a fractionthat fiscal year, to be paid in full within ninety days following completion of the numerator of which is the number of days Executive was employed by the Employer during fiscal year; v. Executive's remaining equity stock award for the year of termination separation (twenty percent of initial equity stock award grant referenced in section 2.4, herein) shall automatically and immediately vest in full; vi. the denominator of which is Company shall arrange for the number of days in such year Executive to continue to participate (the "Pro-Rata Bonus"through COBRA or otherwise), which amount shall be paid on substantially the same terms and conditions as in cash on effect for the date that annual bonuses are paid Executive (including any required contribution) immediately prior to senior executives such termination, in the medical, dental, disability and life insurance programs provided to the Executive hereof as follows: (i) if the separation occurs within the initial five year term of employment, until the Employer generally, but in no event later than two-and-one-half months following earlier of (a) the end of the fiscal 24 month period beginning on the Effective Date of the termination of Executive's employment hereunder, or (b) such time as the Executive is eligible to be covered by comparable benefit(s) of a subsequent employer (determined on a benefit-by-benefit and coverage-by-coverage basis); or (ii) if the separation occurs beyond the initial five year term of employment and occurs without the at least ninety (90) days notice contemplated in Paragraph 1.1, until the earlier of (a) the end of the current Employment Term year in which the Termination Date separation occurs; iii. if Executive timely and properly elects continuation coverage under ; or (b) such time as the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), then the Employer shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive's dependents until the earliest of: (A) the 18-month anniversary of the Termination Date; (B) the date Executive is no longer eligible to receive COBRA continuation be covered by comparable benefit(s) of a subsequent employer (determined on a benefit-by-benefit and coverage; -by-coverage basis). The foregoing is referred to as “Benefits Continuation”. The Executive agrees to notify the Company promptly if and (C) the date on which Executive when he begins employment with another employer and if and when he becomes eligible to receive substantially similar coverage from participate in any benefit or other welfare plans, programs or arrangements of another employer. Such reimbursement shall be paid to Executive on the 15th day of the month immediately following the month in which Executive timely remits the premium payment; and iv. any issued but unvested restricted stock, stock options, phantom stock or other long-term incentive shall be deemed to be fully vested as of the date of termination.

Termination Without Cause or for Good Reason. If, during the Employment Period, the Employer shall The Company may terminate Executive's employment hereunder without Cause at any time. Such notice shall specify the effective date of the termination of Executive's employment. The Executive may terminate his employment for Good Reason by providing 30 days' prior written notice to the Company. In the event of the termination of Executive's employment under this Section 6(c) without Cause or by the Executive shall terminate Executive's employment for Good Reason, in each case prior to or more than 24 months following a Material Change (as defined in the Everest Reinsurance Group, Ltd. Senior Executive Change of Control Plan, as amended and restated effective January 1, 2009), then Executive shall be entitled to receive to: (i) payment of the Accrued Amounts andPayments; (ii) a separation allowance, subject to Executive's execution of payable in equal installments in accordance with normal payroll practices over a release of claims in favor of the Employer, its subsidiaries and affiliates and their respective officers and directors substantially in the form attached as Exhibit B hereto (the "Release") and such Release becoming effective within 45 days 12 month period beginning immediately following the Termination Date (such 45-day perioddate of termination, for purposes of this Section 7(b), the "Release Execution Period"), Executive shall also be entitled to receive the following: i. a lump sum amount equal to two (2) times the sum of (A) Executive's then Base Salary and Salary; (Biii) Executive's highest cash bonus any annual incentive bonuses earned with respect to but not yet paid for any completed full fiscal year within the two most recently completed fiscal years immediately preceding the Termination Date employment termination date; (iv) all of Executive's then unvested restricted stock or if Termination occurs within restricted stock units will continue to vest to the first year extent any such equity award would have vested in accordance with its terms in the 12 month period immediately following such termination date, conditioned on the Company receiving from Executive the release of claims referred to in Section 6(g) below; (v) the Company shall arrange for the Executive to continue to participate on substantially the same terms and conditions as in effect for the Executive (including any required contribution) immediately prior to such termination, in the disability and life insurance programs provided to the Executive pursuant to Section 5(a) hereof until the earlier of (i) the end of the Employment Period, 50% of Base Salary), which amount shall be paid in cash 12 month period beginning on or before the 60th day after the Termination Date; provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment shall not be made until the beginning effective date of the second taxable year; termination of Executive's employment hereunder, or (ii) such time as the Executive is eligible to be covered by comparable benefit(s) of a subsequent employer. The foregoing of this Section 6(c)(v) is referred to as "Benefits Continuation". In addition, the Company agrees to pay Executive a lump sum cash payment in order to enable Executive to pay for medical and dental coverage (through COBRA or otherwise) that is comparable to the medical and dental coverage in effect for Executive (and his dependents, if any) immediately prior to his termination of employment, with such cash amount equal to the product cost of (A) the cash bonus, if any, that Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals premiums for such year and (B) a fraction, the numerator of which is the number of days Executive was employed by the Employer during the year of termination and the denominator of which is the number of days in such year (the "Pro-Rata Bonus"), which amount shall be paid in cash on the date coverage that annual bonuses are paid to senior executives of the Employer generally, but in no event later than two-and-one-half months following the end of the fiscal year in which the Termination Date occurs; iii. would apply if Executive timely and properly elects were to elect COBRA continuation coverage under the Consolidated Omnibus Budget Reconciliation Act Company’s medical and dental plans following his termination of 1985 ("COBRA"), then the Employer shall reimburse Executive employment and continue such coverage for the monthly COBRA premium paid by Executive for Executive and Executive's dependents until the earliest of: (A) the 18-12 month anniversary of the Termination Date; (B) period beginning on the date of Executive’s termination of employment. The Executive is no longer eligible agrees to receive COBRA continuation coverage; notify the Company promptly if and (C) the date on which Executive when he begins employment with another employer and if and when he becomes eligible to receive substantially similar coverage from participate in any benefit or other welfare plans, programs or arrangements of another employer. Such reimbursement shall be paid to Executive on the 15th day of the month immediately following the month in which Executive timely remits the premium payment; and iv. any issued but unvested restricted stock, stock options, phantom stock or other long-term incentive shall be deemed to be fully vested as of the date of termination.

Termination Without Cause or for Good Reason. If, during the Employment Period, the Employer shall terminate Executive's ’s employment without Cause or Executive shall terminate Executive's ’s employment for Good Reason, then Executive shall be entitled to receive the Accrued Amounts and, subject to Executive's ’s execution of a release of claims in favor of the Employer, its subsidiaries and affiliates and their respective officers and directors substantially in a form to be provided by the form attached as Exhibit B hereto Employer (the "“Release"”) and such Release becoming effective within 45 days following the Termination Date (such 45-day period, for purposes of this Section 7(b), the "“Release Execution Period"”), Executive shall also be entitled to receive the following: i. (i) a lump sum amount equal to two three times the sum of (A) Executive's ’s Base Salary and (B) Executive's ’s highest cash bonus earned with respect to any fiscal year within the two three most recently completed fiscal years immediately preceding the Termination Date (or if Termination occurs within the first year of the Employment Period, 50% of Base Salary)Date, which amount shall be paid in cash on or before the 60th day after the Termination Date; provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment shall not be made until the beginning of the second taxable year; (ii. ) a lump sum amount equal to the product of (A) the cash bonus, if any, that Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year and (B) a fraction, the numerator of which is the number of days Executive was employed by the Employer during the year of termination and the denominator of which is the number of days in such year (the "“Pro-Rata Bonus"”), which amount shall be paid in cash on the date that annual bonuses are paid to senior executives of the Employer generally, but in no event later than two-and-one-half months following the end of the fiscal year in which the Termination Date occurs;; and (iii. ) if Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("“COBRA"”), then the Employer shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive's ’s dependents until the earliest of: (A) the 18-month anniversary of the Termination Date; (B) the date Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which Executive becomes eligible to receive substantially similar coverage from another employer. Such reimbursement shall be paid to Executive on the 15th day of the month immediately following the month in which Executive timely remits the premium payment; and iv. any issued but unvested restricted stock, stock options, phantom stock or other long-term incentive shall be deemed to be fully vested as of the date of termination.

Termination Without Cause or for Good Reason. If, during the Employment Period, the Employer shall The Company may terminate Executive's ’s employment hereunder without Cause at any time, by providing Executive 30 days’ prior written notice of such termination. Such notice shall specify the effective date of the termination of Executive’s employment. The Executive may terminate her employment for Good Reason by providing 30 days’ prior written notice to the Company. In the event of the termination of Executive’s employment under this Section 6(d) without Cause or by the Executive shall terminate Executive's employment for Good Reason, in each case prior to or more than 24 months following a Change-in-Control (as defined in Exhibit C), then Executive shall be entitled to receive to: (i) payment of the Accrued Amounts andPayments; (ii) a separation allowance, subject to Executive's execution of payable in equal installments in accordance with normal payroll practices over a release of claims in favor of the Employer, its subsidiaries and affiliates and their respective officers and directors substantially in the form attached as Exhibit B hereto (the "Release") and such Release becoming effective within 45 days 24 month period beginning immediately following the Termination Date (such 45-day perioddate of termination, for purposes of this Section 7(b), the "Release Execution Period"), Executive shall also be entitled to receive the following: i. a lump sum amount equal to two (2) times the sum of (Ax) Executive's ’s then Base Salary and (By) the Executive's highest cash bonus ’s then Target Bonus; (iii) any annual incentive bonuses earned with respect to but not yet paid for any completed full fiscal year within the two most recently completed fiscal years immediately preceding the Termination Date employment termination date; (or iv) if Termination employment termination occurs within prior to the first end of any fiscal year, a pro rata annual incentive bonus for such fiscal year in which employment termination occurs (based on actual business days in such fiscal year prior to such employment termination, divided by total the annual business days) determined and paid based on actual performance achieved for such fiscal year against the performance goals for that fiscal year; (v) under the defined benefit SERP, Executive will be credited with additional “Years of Service” service credit, solely for vesting and benefit accrual purposes under that plan (using normal salary and normal bonus in accordance with the Employment Period, 50% of Base Salaryexisting plan), which amount shall equal to the 24 month severance period and the Executive’s accrued benefit under the defined benefit SERP will be paid vested (and the Company agrees to cause plan changes to be made to give effect to this); (vi) if either a termination without Cause (including, without limitation, a failure by the Company to renew the initial term of this Agreement under circumstances which, pursuant to Section 3(b) above, constitute a termination without Cause) or a termination for Good Reason, occurs in cash the initial term of this Agreement (that is, on or before the 60th day after the Termination Date; provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment shall not be made until the beginning end of the second taxable Company’s 2011 fiscal year; ii. a lump sum amount equal ) then (A) all of Executive’s then unvested outstanding stock options and stock appreciation rights will automatically vest in full and (B) all of Executive’s then unvested restricted stock or restricted stock units will continue to vest to the product extent any such equity award would have vested in accordance with its terms in the 24 month period immediately following such termination date, conditioned in each of (A) the cash bonus, if any, that Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year and (B) a fraction, the numerator of which is the number of days Executive was employed by the Employer during the year of termination and the denominator of which is the number of days in such year (the "Pro-Rata Bonus"), which amount shall be paid in cash on the date Company receiving from Executive the release of claims referred to in Section 6(h) below (provided that annual bonuses the equity award acceleration rights provided for in this Section 6(d)(vi) are paid in addition to senior executives and not in limitation of the Employer generallyequity acceleration rights of Executive set forth in Section 4(d)(ii) and (iii) above applicable to the initial inducement equity grants referred to in those subsections); and (vii) the Company shall arrange for the Executive to continue to participate (through COBRA or otherwise), but on substantially the same terms and conditions as in no event later than two-and-one-half months following effect for the Executive (including any required contribution) immediately prior to such termination, in the medical, dental, disability and life insurance programs provided to the Executive pursuant to Section 5(a) hereof until the earlier of (i) the end of the fiscal year in which 24 month period beginning on the Termination Date occurs; iii. if Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), then the Employer shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive's dependents until the earliest of: (A) the 18-month anniversary effective date of the Termination Date; termination of Executive’s employment hereunder, or (Bii) such time as the date Executive is no longer eligible to receive COBRA continuation be covered by comparable benefit(s) of a subsequent employer (determined on a benefit-by-benefit and coverage; -by-coverage basis). The foregoing of this Section 6(d)(vii) is referred to as “Benefits Continuation”. The Executive agrees to notify the Company promptly if and (C) the date on which Executive when she begins employment with another employer and if and when she becomes eligible to receive substantially similar coverage from participate in any benefit or other welfare plans, programs or arrangements of another employer. Such reimbursement shall be paid to Executive on the 15th day of the month immediately following the month in which Executive timely remits the premium payment; and iv. any issued but unvested restricted stock, stock options, phantom stock or other long-term incentive shall be deemed to be fully vested as of the date of termination.

Termination Without Cause or for Good Reason. If, during the Employment PeriodTerm, the Employer shall terminate Executive's Employee’s employment without Cause or Executive Employee shall terminate Executive's Employee’s employment for Good ReasonReason (in each case, other than pursuant to a Change of Control Termination), then Executive Employee shall be entitled to receive the Accrued Amounts and, subject to Executive's Employee’s (x) compliance with the covenants contained in Section 8 hereof and (y) execution of a release of claims in favor of the Employer, its subsidiaries and affiliates and their respective officers and directors substantially in the a form attached as Exhibit B hereto provided by Employer (the "“Release"”) and such Release becoming effective within 45 days following the Termination Date (such 45-day period, for purposes of this Section 7(b4(b), the "“Release Execution Period"”), Executive Employee shall also be entitled to receive the following: i. a lump sum amount (i) equal installment payments payable in accordance with Employer’s normal payroll procedures, which are in the aggregate equal to two one-and-one-half (1 1/2) times the sum of (A) Executive's Base Salary Employee’s salary at the rate in effect on the Termination Date and (B) Executive's highest Employee’s target cash bonus earned with respect to any fiscal opportunity for the year within the two most recently completed fiscal years immediately preceding in which the Termination Date (or if Termination occurs occurs, and which installments shall begin within the first year of the Employment Period, 50% of Base Salary), which amount shall be paid in cash on or before the 60th day 30 days after the Termination Date; provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment payments shall not be made commence until the beginning of the second taxable year; (ii. ) a lump sum amount equal to the product of (A) the cash bonus, if any, that Executive Employee would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year and (B) a fraction, the numerator of which is the number of days Executive Employee was employed by the Employer during the year of termination and the denominator of which is the number of days in such year (the "“Pro-Rata Bonus"”), which amount shall be paid in cash on the date that annual bonuses are paid to senior executives of the Employer generally, but in no event later than two-and-one-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs;; and (iii. ) if Executive Employee timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("“COBRA"”), then the Employer shall reimburse Executive Employee for the monthly COBRA premium paid by Executive Employee for Executive Employee and Executive's Employee’s dependents until the earliest of: (A) the 18-month anniversary of the Termination Date; (B) the date Executive Employee is no longer eligible to receive COBRA continuation coverage; and (C) the date on which Executive Employee becomes eligible to receive substantially similar coverage from another employer. Such reimbursement shall be paid to Executive Employee on the 15th day of the month immediately following the month in which Executive Employee timely remits the premium payment; and iv. any issued but unvested restricted stock, stock options, phantom stock or other long-term incentive shall be deemed to be fully vested as of the date of termination.

Termination Without Cause or for Good Reason. If, (i) Upon termination of the Executive’s employment during the Employment Period, Term either by the Employer shall terminate Executive's employment Company without Cause (as defined in Section 4(a)(ii)) or by the Executive shall terminate Executive's employment for Good Reason, then Executive shall be entitled to receive the Accrued Amounts and, subject to Executive's execution of a release of claims Reason (as defined in favor of the Employer, its subsidiaries and affiliates and their respective officers and directors substantially in the form attached as Exhibit B hereto (the "Release") and such Release becoming effective within 45 days following the Termination Date (such 45-day period, for purposes of this Section 7(b4(a)(iii)), the "Release Execution Period"Company shall pay the Executive (1) accrued but unpaid base salary and any annual bonus earned but unpaid for the fiscal year before the year in which the Executive’s employment is terminated (the “Accrued Obligations”), Executive shall also be entitled to receive payable by no later than three business days after termination of employment; (2) the following: i. a lump sum amount equal to two times the sum of (A) Executive's Base Salary and (B) Executive's highest cash annual bonus earned with respect to any fiscal year within the two most recently completed fiscal years immediately preceding the Termination Date (or if Termination occurs within the first year based on actual achievement of the Employment Period, 50% of Base Salary), which amount shall be paid in cash on or before the 60th day after the Termination Date; provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment shall not be made until the beginning of the second taxable year; ii. a lump sum amount equal to the product of (A) the cash bonus, if any, that Executive would have earned performance objectives for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year and (B) Executive’s employment is terminated multiplied by a fraction, the numerator of which is the number of whole and partial days Executive was employed by (rounded up) from the Employer during beginning of that fiscal year until the year date of termination of employment, and the denominator of which is 365 or, for leap years, 366 (“Prorated Actual Bonus”), payable at the number time annual bonuses are paid to active executives of days the Company; and (3) the following severance payment (“Severance Payment”): (1) If the Notice of Termination is given on or before the second anniversary of the Effective Date, the Severance Payment shall be an amount equal to the sum of the Executive’s annual base salary (“Base Salary”) and target annual bonus opportunity, each with respect to the fiscal year in such year (which the "Pro-Rata Bonus")Executive’s employment is terminated and each as determined without regard to any reduction that constitutes Good Reason, which amount shall be paid in cash equal installments over a period of one year in accordance with the Company’s normal payroll schedule; or (2) If the Notice of Termination is given after the second anniversary and on or before the date that annual bonuses are paid to senior executives third anniversary of the Employer generallyEffective Date, but in no event later than two-and-one-half months following the end Severance Payment shall be an amount equal to the sum of Base Salary plus the average of the actual annual bonus paid in the two fiscal years before the year in which the Termination Date occurs; iii. if Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA")Executive’s employment is terminated, then the Employer shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive's dependents until the earliest of: (A) the 18-month anniversary of the Termination Date; (B) the date Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which Executive becomes eligible to receive substantially similar coverage from another employer. Such reimbursement amount shall be paid to Executive on in equal installments over a period of one year in accordance with the 15th day of the month immediately following the month in which Executive timely remits the premium payment; and iv. any issued but unvested restricted stock, stock options, phantom stock or other long-term incentive shall be deemed to be fully vested as of the date of terminationCompany’s normal payroll schedule.

Termination Without Cause or for Good Reason. IfIf Executive’s employment with the Company is terminated by the Company (other than for Cause, during the Employment PeriodDisability, the Employer shall terminate Executive's employment without Cause or death) or by Executive shall terminate Executive's employment for Good ReasonReason within twenty-four (24) months following the Change in Control Date, then Executive shall be entitled to receive the Accrued Amounts and, subject following benefits: (i) the Company shall pay to Executive's execution of Executive a release of claims lump-sum cash payment on the Release Effective Date in favor the aggregate of the Employer, its subsidiaries and affiliates and their respective officers and directors substantially in the form attached as Exhibit B hereto (the "Release") and such Release becoming effective within 45 days following the Termination Date (such 45-day period, for purposes of this Section 7(b), the "Release Execution Period"), Executive shall also be entitled to receive the followingamounts: i. a lump sum (1) an amount equal to (a) three (3) for the Chief Executive Officer and two times (2) for other Executive Committee Members multiplied by (b) the sum of (Ax) the greater of Executive’s annual Base Salary as in effect immediately prior to the Change in Control Date or the Date of Termination and (y) the greater of Executive’s target Annual Bonus as in effect immediately prior to the Change in Control Date or the Date of Termination; and (2) Executive's ’s accrued but unpaid Base Salary through the Date of Termination, vacation pay earned but not used in the calendar year of termination, any unreimbursed reimbursable expenses, and all rights and benefits under the employee benefit plans of the Company in which Executive is then participating, and (Bii) Executive's highest cash bonus earned with respect any previously awarded but unpaid Annual Bonus for a completed calendar year prior to any fiscal year within the two most recently completed fiscal years immediately preceding Date of Termination (collectively, the Termination Date (or if Termination occurs within the first year of the Employment Period, 50% of Base Salary“Accrued Obligations”), which amount shall be paid in cash on or before the 60th day after the Termination Date; provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment shall not be made until the beginning of the second taxable year; ii. (i) the Company will also pay Executive a lump lump-sum amount cash payment equal to the product of (A) the cash bonusAnnual Bonus, if any, that Executive would have earned for the fiscal calendar year in which the Date of Termination Date occurs occurs, based on the actual achievement of the applicable performance goals for such year (as determined on a basis consistent with that for other senior executives) and (B) a fraction, the numerator of which is the number of days Executive was employed by the Employer Company during the year of termination and the denominator of which is the number of days in such year (the "“Pro-Rata Bonus"”), which . This amount shall be paid in cash on the date that annual bonuses Annual Bonuses are paid to senior executives of the Employer generallynormally paid, but in no event later than two-and-one-half months March 15 of the year following the end of the fiscal year in which the Date of Termination Date occurs; iii. if Executive timely and properly elects continuation coverage under (ii) the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), then the Employer shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive's ’s eligible dependents until will remain covered by the earliest of: (A) Company’s medical, vision, and dental plans under the 18-month anniversary same terms and conditions as an active employee through the Date of Termination, such coverage will terminate on the Date of Termination, and the Company will pay to the Executive, in one lump sum payment, the equivalent cash value of the Termination Datepremiums for the coverage that Executive and Executive’s eligible dependents would have received (less the employee portion of the premiums for such benefits) under the Company’s health care plan, based on the level of coverage as of the Date of Termination, for a period of twenty-four (24) months, such payment to be made within sixty (60) days after the Date of Termination. After such Date of Termination, the Executive shall be eligible for continuation of coverage for the Executive and the Executive’s eligible dependents under the Company’s medical, vision, and dental plans pursuant to the COBRA continuation of coverage provisions of such plans, at the Executive’s sole expense under applicable COBRA rates, beginning upon the Date of Termination; and (Biii) to the date extent not previously paid or provided, the Company shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is no longer eligible to receive COBRA continuation coverage; following Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (Cother than severance benefits) the date on which Executive becomes eligible to receive substantially similar coverage from another employer. Such reimbursement (such other amounts and benefits shall be paid hereinafter referred to Executive on as the 15th day of the month immediately following the month in which Executive timely remits the premium payment; and iv. any issued but unvested restricted stock, stock options, phantom stock or other long-term incentive shall be deemed to be fully vested as of the date of termination“Other Benefits”).

Termination Without Cause or for Good Reason. If, during (a) In the Employment Period, the Employer shall terminate Executive's employment without event of a Termination Without Cause or Executive shall terminate Executive's employment a Termination for Good Reason, then Executive shall be entitled to receive the Accrued Amounts and, subject to Executive's execution of a release of claims in favor of the Employer, its subsidiaries and affiliates and their respective officers and directors substantially in the form attached as Exhibit B hereto (the "Release") and such Release becoming effective within 45 days following the Termination Date (such 45-day period, for purposes of this Section 7(b), the "Release Execution Period"), Executive shall also be entitled to receive the following: i. a lump sum amount equal to two times the sum of (Ai) Executive's Base Salary and (B) Executive's highest cash bonus earned with respect to any fiscal year within the two most recently completed fiscal years immediately preceding the Termination Date (or if Termination occurs within the first year of the Employment Period, 50% of Base Salary), which amount shall be paid in cash on or before the 60th day after the Termination Date; provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment shall not be made until the beginning of the second taxable year; ii. a lump sum amount equal to the product of (A) the cash bonus, if any, that Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year and (B) a fraction, the numerator of which is the number of days Executive was employed by the Employer during the year of termination and the denominator of which is the number of days in such year (the "Pro-Rata Bonus"), which amount shall be paid in cash on the date that annual bonuses are paid to senior executives of the Employer generally, as soon as reasonably possible but in no event later than two-and-one-half months following thirty (30) calendar days after the Date of Termination, a lump sum amount in immediately available funds equal to the sum of Executive's Accrued Base Salary, Accrued Annual Bonus, Accrued Retention Bonus, and Prorata Retention Bonus; (ii) as soon as reasonably possible but in no event later than thirty (30) calendar days after the Date of Termination, a lump sum amount in immediately available funds equal to 170% of Executive' Base Salary (150% of Executive's Base Salary if Executive terminates for the Good Reason specified in Section 1.27(a)(v) hereof) ; (iii) if the Date of Termination occurs during the period commencing from July 1 through December 31 of any Fiscal Year, as soon as reasonably possible but in no event later than thirty (30) calendar days after the Date of termination, a lump sum amount in immediately available funds equal to the Prorata Annual Bonus; (iv) as soon as reasonably possible but in no event later than thirty (30) calendar days after the Date of Termination, a lump sum amount in immediately available funds equal to the total amount (if any) of Executive's unvested benefits under any plan or program sponsored by the Debtor or the Reorganized Entity, as applicable, providing deferred compensation or retirement benefits, that are forfeited on account of the Termination of Employment, and that would have vested, had Executive's employment continued through the end of the fiscal year in which the Termination Date occursSeverance Period; iii. if Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), then the Employer shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive's dependents until the earliest of: (Av) the 18-month anniversary medical and dental benefits referred to in Section 6.1(a) to which Executive is entitled as of the Date of Termination Date; (B) through the date Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which Executive becomes eligible to receive substantially similar coverage from another employer. Such reimbursement shall be paid to Executive on the 15th day of the month immediately following the month in which Executive timely remits the premium paymentSeverance Period; and iv. any issued (vi) as soon as reasonably possible but unvested restricted stockin no event later than thirty (30) calendar days after the Date of Termination, stock optionsbut without duplication of the foregoing, phantom stock or other long-term incentive a lump sum cash payment equal to the present value (determined using the Interest Rate) of the amounts payable under Section 6.1(c) for the period from the Date of Termination through the Severance Period. (b) Executive's Termination of Employment shall not be deemed considered to be fully vested as for Good Reason unless: (i) not more than ninety (90) calendar days after the occurrence (or if later, not more than ninety (90) calendar days after the Executive becomes aware) of the event or events alleged to constitute Good Reason, Executive provides the Debtor or the Reorganized Entity, as applicable, with written notice (the "Notice of --------- Good Reason") of his intent to consider the Termination for Good ----------- Reason, including a detailed description of the specific reasons which form the basis for such consideration, and demanding that such event or events be cured not later than ten (10) business days after Debtor or the Reorganized Entity, as applicable, receives the Notice of Good Reason (the "Cure Period"); ----------- (ii) the Debtor or the Reorganized Entity, as applicable, shall have failed to cure such event or events during the Cure Period; and (iii) not more than ninety (90) calendar days following the expiration of the Cure Period, Executive shall have given the Debtor or the Reorganized Entity, as applicable, a second notice (a "Notice ------ of Termination for Good Reason") stating that such cure has not ------------------------------ occurred and that as a result, Executive is terminating his employment for Good Reason on the date (after the end of terminationthe Cure Period) specified in the Notice of Termination for Good Reason. A Notice of Termination for Good Reason shall not be based upon any reason or reasons other than one or more reasons set forth in the Notice of Good Reason.

Termination Without Cause or for Good Reason. If, during (i) If the Employment Period, the Employer shall terminate ExecutiveCompany terminates Employee's employment hereunder without Cause or Executive shall terminate Executive's employment for Good Reason, then Executive shall be entitled to receive the Accrued Amounts and, subject to Executive's execution of a release of claims in favor of the Employer, its subsidiaries and affiliates and their respective officers and directors substantially in the form attached as Exhibit B hereto (the "Release") and such Release becoming effective within 45 days following the Termination Date (such 45-day period, for purposes of this Section 7(b), the "Release Execution Period"), Executive shall also be entitled to receive the following: i. a lump sum amount equal to two times the sum of (A) Executive's Base Salary and (B) Executive's highest cash bonus earned with respect to at any fiscal year within the two most recently completed fiscal years immediately preceding the Termination Date (or if Termination occurs within the first year of the Employment Period, 50% of Base Salary), which amount shall be paid in cash time on or before the 60th day after the Termination Date; provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment shall not be made until the beginning first anniversary of the second taxable year; ii. Effective Date or Employee resigns for Good Reason effective at any time on or before the first anniversary of the Effective Date, the Company shall be obligated to pay all basic salary, fringe benefits, unused vacation time, and performance bonus accrued as of the date of termination and shall pay Employee within three days after termination of employment a single lump sum amount equal to the product of (Aa) two, multiplied by (b) the cash bonus, if any, that Executive would have earned for sum of Employee's basic salary and the Employee's performance bonus with respect to the fiscal year preceding such termination of employment. The Company shall continue to pay Employee's health and other employee welfare benefits, including, without limitation, the amounts required to maintain the insurance to be provided pursuant to Section 4c. of this Agreement for two years following the effective date of termination of employment. During the Term (including the two-year period after the effective date of such termination), the Employee shall be entitled to continue participation for himself, his spouse and his dependents under the Company's health and welfare plans and to continued participation in all of the Company's employee benefit plans other than so-called executive perquisites, and all vested rights which the Termination Date occurs based on the achievement of applicable performance goals for such year Employee may have shall remain in full force and (B) a fraction, the numerator of which is the number of days Executive was employed by the Employer during the year of termination effect and the denominator of which is the number of days in such year (the "Pro-Rata Bonus"), which amount shall be paid in cash on deemed vested. (ii) If the date that annual bonuses are paid to senior executives of Company terminates Employee's employment hereunder without Cause effective at any time after the Employer generally, but in no event later than two-and-one-half months following the end of the fiscal year in which the Termination Date occurs; iii. if Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), then the Employer shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive's dependents until the earliest of: (A) the 18-month first anniversary of the Termination Effective Date or Employee resigns for Good Reason effective at any time after the first anniversary of the Effective Date; (B) , the date Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which Executive becomes eligible to receive substantially similar coverage from another employer. Such reimbursement Company shall be paid obligated to Executive on the 15th day of the month immediately following the month in which Executive timely remits the premium payment; and iv. any issued but unvested restricted stockpay all basic salary, stock optionsfringe benefits, phantom stock or other long-term incentive shall be deemed to be fully vested unused vacation time, and performance bonus accrued as of the date of termination and shall pay Employee within three days after termination of employment a single lump sum amount equal to the sum of Employee's basic salary and the Employee's performance bonus with respect to the fiscal year preceding such termination of employment. The Company shall continue to pay Employee's health and other employee welfare benefits, including, without limitation, the amounts required to maintain the insurance to be provided pursuant to Section 4c. of this Agreement for one year following the effective date of termination of employment. During the Term (including the one-year period after the effective date of such termination), the Employee shall be entitled to continue participation for himself, his spouse and his dependents under the Company's health and welfare plans and to continued participation in all of the Company's employee benefit plans other than so-called executive perquisites, and all vested rights which the Employee may have shall remain in full force and effect and shall be deemed vested.

Termination Without Cause or for Good Reason. If, during the Employment Period, the Employer shall The Company may terminate Executive's employment hereunder without Cause at any time. The Executive may terminate his employment for Good Reason by providing 30 days' prior written notice to the Company. In the event of the termination of Executive's employment under this Section 6(d) by the Company without Cause or by the Executive shall terminate Executive's employment for Good Reason, in each case prior to or more than 24 months following a Material Change as defined in the Everest Re Group, Ltd. Senior Executive Change of Control Plan, as amended and restated effective January 1, 2009, then Executive shall be entitled to receive to: (i) payment of the Accrued Amounts andPayments; (ii) a separation allowance, subject to Executive's execution of payable in equal installments in accordance with normal payroll practices over a release of claims in favor of the Employer, its subsidiaries and affiliates and their respective officers and directors substantially in the form attached as Exhibit B hereto twenty-four (the "Release"24) and such Release becoming effective within 45 days month period beginning immediately following the Termination Date (such 45-day perioddate of termination, for purposes of this Section 7(b), the "Release Execution Period"), Executive shall also be entitled to receive the following: i. a lump sum amount equal to two (2) times the sum of (A) Executive's Base Salary and as in effect on January 1, 2014; (Biii) Executive's highest cash bonus any annual incentive bonuses as determined by the Group Compensation Committee to have been earned with respect to but not yet paid for any completed full fiscal year within the two most recently completed fiscal years immediately preceding the Termination Date employment termination date; (or iv) if Termination employment termination occurs within prior to the first year end of the Employment Period, 50% of Base Salary), which amount shall be paid in cash on or before the 60th day after the Termination Date; provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable any fiscal year, then payment shall not be made until an annual incentive bonus for such fiscal year in which employment termination occurs determined and paid based on actual performance achieved for such fiscal year against the beginning of the second taxable performance goals for that fiscal year; (v) all of Executive's then unvested restricted stock or restricted stock units granted to Executive will continue to vest and restrictions lapse in accordance with their respective terms over the 24 month period immediately following such termination date, conditioned on the Company receiving from Executive the release of claims referred to in Section 6(g) below; (vi) the Company shall arrange for the Executive to continue to participate on substantially the same terms and conditions as in effect for the Executive (including any required contribution) immediately prior to such termination, in the disability and life insurance programs provided to the Executive pursuant to Section 5(a) hereof until the earlier of (i) the end of the 24 month period beginning on the effective date of the termination of Executive's employment hereunder, or (ii) such time as the Executive is eligible to be covered by comparable benefit(s) of a subsequent employer. The foregoing of this Section 6(d)(vi) is referred to as "Benefits Continuation". In addition, the Company agrees to pay Executive a lump single cash sum in order to enable Executive to pay for medical and dental coverage (through COBRA or otherwise) that is comparable to the medical and dental coverage in effect for Executive (and his dependents, if any) immediately prior to his termination of employment, with such cash amount equal to the product cost of (A) the cash bonus, if any, that Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals premiums for such year and (B) a fraction, the numerator of which is the number of days Executive was employed by the Employer during the year of termination and the denominator of which is the number of days in such year (the "Pro-Rata Bonus"), which amount shall be paid in cash on the date coverage that annual bonuses are paid to senior executives of the Employer generally, but in no event later than two-and-one-half months following the end of the fiscal year in which the Termination Date occurs; iii. would apply if Executive timely and properly elects were to elect COBRA continuation coverage under the Consolidated Omnibus Budget Reconciliation Act Company’s medical and dental plans following his termination of 1985 ("COBRA"), then the Employer shall reimburse Executive employment and continue such coverage for the monthly COBRA premium paid by Executive for Executive and Executive's dependents until the earliest of: (A) the 18-24 month anniversary of the Termination Date; (B) period beginning on the date of Executive’s termination of employment. The Executive is no longer eligible agrees to receive COBRA continuation coverage; notify the Company promptly if and (C) the date on which Executive when he begins employment with another employer and if and when he becomes eligible to receive substantially similar coverage from participate in any benefit or other welfare plans, programs or arrangements of another employer. Such reimbursement Notwithstanding the foregoing, the payments and benefits described in clauses (ii), (iii), (iv), (v) and (vi) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive breaches any provision of Section 11 or Section 12 of this Agreement and, if Executive breaches any provision of Section 11 or Section 12 after receipt of any such payment or benefit, Executive shall be paid required to repay the Company the payments and benefits described in clauses (ii), (iii), (iv), (v) and (vi) above within thirty (30) days after notice from the Company that Executive on has so breached the 15th day Section 11 or Section 12 of the month immediately following the month in which Executive timely remits the premium payment; and iv. any issued but unvested restricted stock, stock options, phantom stock or other long-term incentive shall be deemed to be fully vested as of the date of terminationAgreement.