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

In the event Employee is terminated for misconduct connected with work, as defined herein, Employee will be paid his salary and accrued vacation earned as of the date of termination. Employee shall not be entitled to salary or accrued vacation that he would have earned for the balance of the Term or a Retention Bonus.

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.

Vacation. Employee shall receive four (4) weeks of paid vacation annually, administered in accordance with the Company’s existing vacation policy. Any existing accrued, unused vacation shall be paid to Employee at the time of employment termination, no matter the reason for such termination. Vacation time actually accrued by the Employee shall be prorated by the time actually employed by the Company.

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 Obligations. In addition, the Employee shall be entitled to payment of all accrued vacation pay.

Vacation. Executive will be entitled to paid vacation of three (3) weeks per year in accordance with the Company’s vacation policy, with the timing and duration of specific vacations mutually and reasonably agreed to by the parties hereto.

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.

Vacation. Employee shall be entitled to personal time, to be used for sick and vacation time, earned based on hours worked, to a maximum of two weeks per year. Generally, Employees are not permitted to use personal time in excess of time earned. The Company desires Employee to use Employee's full vacation entitlement. Employee shall take no more than two continuous weeks of vacation at any time. Additionally, other than for sickness, accident, or military leave or duty or as otherwise required by law, Employee may take no personal leaves of absence, with or without compensation, without the express consent and approval of the Company. Vacation time not used in any calendar year may be carried forward, provided, however, that, once Employee has accrued a number of vacation days equal to four weeks, Employee shall not be eligible to accrue additional days of vacation until he has taken one or more days of vacation..

Employee's accrued but unused vacation days shall be paid to Employee within thirty (30) days of the actual date of the termination of Employee's employment.