Conditions to Receipt of Severance Benefits. Executive’s receipt of the severance benefits described in Section 3.2 is contingent upon Executive signing and not revoking a separation agreement and release of claims in a form reasonably satisfactory to the Company (the “Separation Agreement”). No severance benefits will be paid or provided until the Separation Agreement becomes effective. Executive shall also resign from all positions and terminate any relationships as an employee, advisor, officer or director with the Company and any of its affiliates, each effective on the date of termination.

(i) Termination Not in Connection With or Within 18 Months of a Change in Control. If before, or more than eighteen months following, a Change in Control there occurs # a Termination Without Cause, or # the termination of Employee’s employment with ​ by Employee for Good Reason within 30 days following the earlier of # ​’s failure to cure within the 30-day period set forth in the definition of Good Reason, and # ​’s notice to Employee that it will not cure the event giving rise to such termination for Good Reason, then # Employee shall receive a lump sum amount equal to the number of months constituting the Severance Period at the time of termination times the Employee’s monthly base salary (determined as the Employee’s highest monthly base salary paid to Employee while employed by ​; base salary does not include any bonus, commissions or other incentive payments or compensation); # subject to Section 2(b) below, Employee shall be entitled to a continuation of all Health and Welfare Benefits for Employee and, if applicable, Employee’s eligible dependents during the Severance Period at the time they would have been provided or paid had the Employee remained an employee of Company during the Severance Period and at the levels provided prior to the event giving rise to a termination; # Employee shall receive the amount of Employee’s annual incentive compensation plan payout for the annual incentive compensation plan year in which Employee’s date of termination occurred, based on actual performance for the entire performance period and prorated for the amount of time Employee was employed by ​ prior to the date of termination during such plan year (“Actual Incentive Compensation Payment”); and # ​ shall make available to Employee career transition services at a level and with a provider selected by ​ in accordance with [Section 2(g)] below.

Condition to Receipt of Severance Benefits. As a condition to receiving any severance benefits in connection with a Change in Control Termination under Paragraph 2, in connection with a Non-Change in Control Termination under Paragraph 3 or in connection with a Retirement under Paragraph 4, the Employee shall have executed and not rescinded a general waiver and release (the "Waiver and Release") in the form provided by the Company at the time of termination of employment, and shall be and remain in compliance with Employee's continuing obligations to the Company under this Agreement or any other written agreement between the Employee and the Company (including the Non-Competition and Non-Solicitation Agreement referenced in Paragraph 17). The Waiver and Release shall become effective in accordance with the rescission provisions set forth therein.

Severance Conditions. As a condition of and prior to the receipt of all or any of the Severance Benefits, Employee must execute and allow to become effective a general release of claims in the form attached hereto as [Exhibit A] within sixty (60) days after the effective date of termination and must comply with the terms of this Agreement. Upon any termination of Employee’s employment by the Company without Cause or by Employee for Good Reason, the Company and its affiliates (by and through their respective directors and senior executive officers) and Executive agree not to disparage the other party.

Termination without Cause and not in Connection with a Change in Control. If the Company terminates Executive’s employment with the Company for a reason other than Cause, Executive becoming Disabled, or Executive’s death, at any time other than during the twelve (12)-month period immediately following a Change in Control, then, subject to Section 4, Executive will receive the following severance benefits from the Company:

Severance Benefits. If the Executive’s employment terminates by reason of a Qualifying Termination (other than a Change in Control Termination), # the Company will pay the Executive a lump sum amount equal to one times the sum of # the Executive’s annual base salary, at the rate in effect as of the Termination Date, and # the Executive’s target annual cash incentive award for the year in which the Termination Date occurs (the “Severance Payment”), # the Company will pay the Executive a lump sum amount equal to one times the aggregate annual COBRA premium costs required to be paid by the Executive for the Executive and the Executive’s eligible dependents to continue to participate in the medical, dental, and vision benefit plans maintained or sponsored by the Company or its affiliates immediately prior to the Termination Date (the “Medical Plan Coverage Payment”), and # the Executive will be eligible for the Company’s outplacement assistance benefits (the “Outplacement Assistance,” and collectively with the Salary Payment and the Medical Plan Coverage Payment, the “Severance Benefits”).

Severance Benefits. Upon a Change in Control Termination, and subject to the limitations and conditions set forth in this Agreement, Executive shall be eligible to receive the benefits set forth in this [Article 3]. The receipt of any severance payments or benefits pursuant to this Agreement is subject to Executive signing and not revoking a separation agreement and general release of claims (the “Release”), in substantially the form attached hereto and incorporated herein as Exhibit A, Exhibit B or Exhibit C, as appropriate, which Release must become effective and irrevocable no later than the sixtieth (60th) day following Executive’s termination of employment (the “Release Deadline Date”). If the Release does not become effective and irrevocable by the Release Deadline Date, Executive will forfeit any right to any severance payments or benefits under this Agreement. In no event will severance payments or benefits be paid or provided until the Release actually becomes effective and irrevocable

Severance Benefits. In the event Abrams’ employment by the Company is terminated by either Party prior to the Termination Date, Abrams shall be paid as severance the amount otherwise due and payable Abrams under the terms of this Agreement from the date of Early Termination up to and including the Termination Date (“Severance Benefits”), which Severance Benefits shall be paid in equal biweekly installments corresponding with the Company’s existing payroll practices, beginning on the Early Termination Date and continuing through the Termination Date. Abrams acknowledges that the Severance Benefits represent consideration to which he would not otherwise be entitled and is in lieu of any rights or claims that he may have with respect to any Severance Benefits or other remuneration from the Company. For the avoidance of doubt, Abrams acknowledges and agrees that he will receive no additional payments other than Severance Benefits set forth herein, including, but not limited to, for services rendered for accrued or unused vacation, or paid time off; provided, however, that Abrams shall be entitled to reimbursement by the Company for all bonafide business expenses incurred by Abrams up to and including the earlier to occur of the Early Termination Date or Termination Date.

Subject to the Executive’s execution of this Agreement and non-revocation of the release of claims set forth in Section 3 (the “Release”), and continued compliance with the Executive’s obligations as set forth hereunder, the Company agrees, in full satisfaction of all claims the Executive may have to payments or benefits under the Company’s Executive Severance Plan (the “Severance Plan”) or any other severance arrangement, to # pay the Executive, no later than 30 calendar days following the date hereof, a cash payment of $5,000,000, subject to applicable tax withholding, # during the period from the Separation Date through the second anniversary thereof, arrange to provide the Executive and anyone entitled to claim through the Executive, life, accident and health (including medical, behavioral, prescription drug, dental and vision) benefits substantially similar to those provided to the Executive and anyone entitled to claim through the Executive immediately prior to the Separation Date at no greater after-tax cost to the Executive than the after-tax cost to the Executive immediately prior to the Separation Date, and # pay the Executive, at the same time that annual bonuses for 2017 are paid to senior executives of the Company (but in no event later than March 15, 2018), a cash bonus for 2017 equal to the greater of # 37% of the annual bonus amount that the Executive would have received based on actual Company performance (it being agreed for this purpose that all subjective individual objectives are achieved at target) had he remained employed through the end of the 2017 calendar year and # $1,000,000, subject to applicable tax withholding ((a), (b), and (c), collectively, the “Severance Benefits”). In the event that the Executive revokes the Release, the Executive shall not be entitled to receive any of the Severance Benefits.

Severance and Benefits. If, during the Term, the Executive’s employment with the Company is terminated during the Protection Period, the Executive shall be entitled to the following compensation and benefits: