Severance Pay. The grant of the RSUs (including any cash payment made in lieu of RSU Shares) and the Plan shall be disregarded for the purposes of calculating any end-of-service severance or other termination payment, to the extent such end-of-service severance or termination payment is due to the Participant.

Pay Grade. If an eligible Employee was in more than one Pay Grade during the calendar year, the bonus payable to such eligible Employee shall be calculated on a pro-rata basis in accordance with the amount of time spent by such eligible Employee in each Pay Grade during the calendar year.

Severance Pay. In exchange for Employee’s promises contained herein and for Employee’s continued compliance with the obligations set forth herein, the Company agrees:

Severance Pay. Subject to you not revoking this Agreement as set forth in Section 16 below and in accordance with your offer letter, dated as of December 15, 2015 (the “Offer Letter”), the Company will on the first payroll date following the Effective Date: # commence paying you your current base salary for nine months in accordance with the Company’s standard payroll procedures, and # will make a lump sum cash payment to you equal to $148,556 (which represents your target bonus for 2019), each less all applicable withholdings. If you breach any provision of this Agreement, you understand that no additional severance payments will be made.

Severance Pay. The Company will pay and provide Executive with the payments and benefit continuation provided in this Section 6 (“Severance Pay”) upon Executive’s “separation from service” as that term is defined by Section 409A of the Internal Revenue Code (the “Code”), if Executive’s Employment is terminated as provided in Section 5(b) [on or after November 19, 2015]5, and the Executive contemporaneously or subsequently experiences a separation from service. [No Severance Pay will be paid under this Agreement under any circumstances if Executive’s Employment terminates before November 19, 2015.]6

Severance Pay. Severance pay equal to two times (2x) the sum of Pennypacker’s # base salary ($1,000,000.00) and # his bonus at target ($1,000,000.00), for a grand total of Four Million Dollars and Zero Cents ($4,000,000.00), less applicable withholding and deductions. The severance pay will be provided in accordance with the Company’s regular payroll process for a twenty-four month period, commencing with the first payroll that is more than thirty (30) days after the Separation Date (see paragraph 1), provided that the Agreement has then become effective (see paragraph 17). The severance payments shall be allocated as if provided during the twenty-four (24) months immediately following the Separation Date for unemployment compensation and other purposes – this period shall be known as the “Severance Period” – and the first payment shall include an initial catch-up payment to

Incentive Pay. Employee shall be eligible to receive incentive pay, including cash bonuses and equity awards under an equity incentive plan of the Company, from time to time in the exclusive discretion of the Company. The form, amount, and other terms of any such incentive pay shall be determined by the Board of Directors (or a committee authorized by the Board).

Regular Pay. Compensation shall include regular pay after severance of employment if: # The payment is regular compensation for services during the Participant’s regular working hours, or compensation for services outside the Participant’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments; and # The payment would have been paid to the Participant prior to a severance from employment if the Participant had continued in employment with the Employer.

Vacation Pay. Company will pay you any accrued and unused vacation time and personal time unreimbursed expenses incurred by you, and all accrued and vested benefits owed to you in each case through the Separation Date and in accordance with Company’s policies.

Severance Pay. The severance pay provided to the Executive if involuntarily terminated under the terms of this Agreement consists of an amount equal to one times (lx) his regular annual base salary.