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

Recreation Pay. The Employee shall be entitled to annual recreation pay (“Dmey Havra-ah”) for 10 days per year, in the amount determined in accordance with the applicable law.

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.

Base Pay. “Base Pay” shall mean all annual cash compensation received by an Employee. If any Offering is a six-month Offering, the Base Pay shall be divided by one-half.

Separation Pay. The Company agrees to pay Executive the lump sum of Twelve Thousand Sixteen Dollars and Sixty-Seven Cents ($12,016.67), less applicable tax withholdings (“Separation Pay”). This payment will be made on or before the sixtieth (60th) day following the Termination Date, but not later than 60 days after the date Executive has incurred a “separation from service” within the meaning of [section 409A(a)(2)(A)(i)] of the Internal Revenue Code of 1986, as amended. This payment will be subject to all legally required payroll deductions and withholdings.

Back Pay. An Hour of Service shall be credited for each hour for which back pay, irrespective of mitigation of damages, has been either awarded or agreed to by the Employer or an Affiliate. The same Hours of Service credited under paragraph (a) or (b) shall not be credited under this paragraph (c). The crediting of Hours of Service under this paragraph # for periods and payments described in paragraph # shall be subject to all the limitations of that paragraph. These hours shall be credited to the employee for the computation period or periods to which the award or agreement pertains rather than the computation period in which the award, agreement or payment is made.

Regular Pay. Regular pay (e.g., regular base pay, overtime, shift differential pay, commissions, bonuses and other similar compensation) shall be included if # it is paid not later than the end of the limitation year that includes the severance from employment date or, if later, two and one‑half (2‑1/2) months after the severance from employment date, and # it would have been paid if there had been no severance from employment.

Differential Pay. Payments of compensation paid to employees performing qualified military service (e.g., “differential pay”) shall

Severance Pay. The Company shall pay Executive cash severance in the amount of Nine Hundred Fifty Thousand Dollars ($950,000.00), which is equal to: # the sum of # Executive’s 2019 annual base salary plus # Executive’s 2019 target annual incentive compensation (collectively, the “Cash Severance”). The Cash Severance shall be paid out in substantially equal installments in accordance with the Company’s regular payroll practices over a 12-month period commencing within 60 days after the Termination Date; provided, that if the 60-day period begins in one calendar year and ends in a second calendar year, then the Cash Severance shall begin to be paid in the second calendar year by the last day of such 60-day period; provided further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the date of termination.

Exclusivity and Best Efforts. During Executive’s employment with the Company, Executive shall # in all respects conform to and comply with the lawful directions and instructions given to Executive by the Company; # devote Executive’s entire business time, energy and skill to Executive’s services under this Agreement; # use Executive’s best efforts to promote and serve the interests of the Company and to perform Executive’s duties and obligations hereunder in a diligent, trustworthy, businesslike, efficient and lawful manner; # comply with all applicable laws and regulations, as well as the policies and practices established by the Company from time to time and made applicable to its employees generally or senior executives; # not engage in any other business, profession or occupation for compensation or otherwise; and # not engage in any activity that, directly or indirectly, impairs or conflicts with the performance of Executive’s obligations and duties to the Company, provided, however, that the foregoing shall not prevent Executive from managing Executive’s personal affairs and passive personal investments and participating in charitable, civic, educational, professional or community affairs, so long as, in the aggregate, any such activities do not unreasonably interfere or conflict with Executive’s duties hereunder or create a potential business or fiduciary conflict with the Company, as reasonably determined by the Company.