Accrued Wages and Vacation, Expenses. Without regard to the reason for, or the timing of, Employee’s termination of employment: # the Company shall pay the Employee any unpaid base salary due for periods prior to the Termination Date; # the Company shall pay the Employee all of the Employee’s accrued and unused vacation through the Termination Date; and # following submission of proper expense reports by the Employee, the Company shall reimburse the Employee for all expenses reasonably and necessarily incurred by the Employee in connection with the business of the Company prior to the Termination Date. With respect to parts [(i) and (ii) of this Section 4(c)], payments shall be made as soon as practicable, but no later than March 15th of the calendar year following Employee’s termination of employment. Reimbursements made pursuant to part # of this Section 4(c) shall be made as soon as practicable, but no later than December 31st of the year following the calendar year in which such expense was incurred.

Accrued Wages; Expenses. Without regard to the reason for, or the timing of, Executive's termination of employment: # the Company will pay Executive any unpaid Base Salary and Over-Time Allowance due for periods prior to the Termination Date, and; # following submission of proper expense reports by Executive, the Company will reimburse Executive for all expenses reasonably and necessarily incurred by Executive in connection with the business of the Company prior to the Termination Date. These payments will be made promptly upon the Termination Date and within the period of time mandated by law, subject to provisions set forth herein.

Wages. On Employee’s last day of employment, Employee received all earned wages.

NOTE: Executed copies of each of the above agreements are available in the data room.

Accrued Salary and Vacation. On the Termination Date, ​ will pay Smathers all accrued salary, and all accrued and unused vacation earned through the Termination Date, subject to standard deductions and withholdings. Smathers is entitled to such a payment upon the cessation of his employment, regardless of whether or not he signs this Agreement.

Accrued Compensation. The Company will pay Executive all accrued but unpaid vacation, expense reimbursements, wages, and other benefits due to Executive under any Company-provided plans, policies, and arrangements.

· You will receive on the Separation Date payment for your final wages and any unused vacation time accrued through the Separation Date.

Payment of Wages, Accrued Unused PTO, and Business Expenses. Effective December 31, 2023, you will receive payment of wages through December 31, 2023, plus paid time off (“PTO”) accrued but unused through the Separation Date. You may submit any business expenses incurred by you in accordance with the Company’s normal travel and expense policies no later than January 31, 2024, and the Company will promptly reimburse you for all documented and approved expenses. All items in this [Section 1] will be paid to you regardless of whether you elect to sign this Agreement.

Except for the consideration set forth in Section 3 and Section 4 hereof, Employee acknowledges and agrees that he has already received all wages, bonuses and other monies due him from Company, and specifically acknowledges and agrees that, he is not entitled to any unpaid wages, commissions, bonuses, unreimbursed business expenses, accrued vacation pay, sick pay, compensatory time off, personal time off and/or other similar benefits or compensation of any kind.

Vacation. During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs, and practices of the Company and its Affiliated Companies as in effect for the Executive at any time during the 90‑day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its Affiliated Companies. In addition to, and notwithstanding anything to the contrary in, the preceding sentence, any unused vacation days shall be carried over from year to year.