Separation Pay. In exchange for the mutual promises set forth in this Agreement, and if you do not revoke this Agreement as you are entitled to do as set forth below, and even though the Company has no prior obligation to provide you with separation benefits, beginning on the Effective Date (as defined below) the Company will pay you a severance amount equal to # 39 weeks of base salary less applicable payroll tax withholdings and deductions (the “Weekly Separation Pay”); and # a payment equal to nine months cost of COBRA coverage under the Company’s group health plan for you and your family members who are entitled to such COBRA coverage, should you make a timely election for such coverage (the “COBRA Separation Pay”) (collectively, the Weekly Separation Pay and COBRA Separation Pay shall be referred to as the “Separation Pay”). The COBRA Separation Pay shall be paid by the Company directly to its insurance carrier prior to such payment being due. The Company is not required to pay you the Separation Pay if you fail to sign, or if you revoke, this Agreement. You acknowledge that the Separation Pay will represent wages and will be subject to income tax and other legally- required withholding, and will be reported by the Company as income to you on an IRS Form W-2.

Provided Employee complies with all requirements in this Agreement, including but not limited to his obligations of confidentiality, noncompetition, and nonsolicitation, and provided Employee re-signs this Agreement within two (2) days after the Termination Date, the Company will pay Employee severance pay equal to (collectively, the “Separation Payment”): # nine months of current base pay, less applicable taxes and withholdings, paid on regular payroll pay dates beginning on the first regularly scheduled payroll date after the Termination Date; and # for the seven month period beginning July 1, 2018, and provided Employee timely elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will deduct Employee’s contributions from the Separation Payment on an after-tax basis for the portion of the Employee’s COBRA premium reflecting the same amount as had been deducted from Employee’s pay as of the Termination Date (the Employee’s share of the premium for active group health coverage) and the Company will contribute the same amount it had contributed to such benefits as of the Termination Date (reflecting the Company’s share of the premium for active group health coverage). Employee will be entitled to the benefits set forth in this Paragraph, provided he complies with the conditions set forth in this Agreement, regardless of whether Employee becomes employed by another entity or provides services to another entity during the period in which Employee receives such benefits.