Termination of Benefits. Except as otherwise expressly provided in this Agreement, your participation in all the Company benefit plans and programs (including, without limitation, medical and dental coverage, life insurance coverage, vacation accrual, all retirement and the related excess plans, STD and LTD plans and accidental death and dismemberment and business travel and accident insurance and your rights with respect to any outstanding equity compensation awards) shall be governed by the terms of the applicable plan and program documents, award agreements and certificates.

Termination Payments/Benefits. In the event that your employment terminates under paragraph 11(a) or (b), you shall thereafter receive the compensation and benefits described below and the following shall apply:

Termination of Benefits. Employee acknowledges and agrees that Employee’s normal fringe benefits will terminate as of the Separation Date, unless otherwise specified in applicable plan documents. Employee’s rights and benefits, if any, under any pension, retirement or other plans provided by LP will be determined pursuant to the terms of such plans.

so long as the Executive timely elects (and remains eligible for) health benefits continuation pursuant to COBRA, payment by the Company of the Executive’s applicable premiums (including spouse or family coverage if the Executive had such coverage on the Termination Date) for such continuation coverage under COBRA (payable as and when such payments become due) during the period commencing on the Termination Date and ending on the earliest to occur of # the one year anniversary of the Termination Date, and # the date on which the Executive and his or her covered dependents, if any, become eligible for health insurance coverage through another employer.

the Affiliated/Strategic Assets may only be disposed with the prior approval of HWIC or otherwise pursuant to the terms of this Note. The Affiliated/Strategic Assets and this Note will be permitted to be transferred among the Target Group (which shall be deemed to include any transfer to or deposit in any trust in respect of Funds at Lloyds (FAL)) provided that in respect of the transfer of Affiliated/Strategic Assets:

The Company shall pay and provide the Executive with the benefits set forth in 5(b) (i) (Accrued Obligations), 5(b)(ii) (Unpaid Bonus), 5(b)(iii) (Pro-Rata Bonus), 5(b)(iv) (Vesting Acceleration), and the continuation of benefits for 12 months as set forth in Section 5(b)(v) (Continuation of Benefits) provided that if Executive obtains other employment that offers group health benefits, such continued coverage by the Company under [subsection (b)(v)] (Continuation of Benefits) shall cease as of such coverage date; and

Monies and Benefits to the Executive. Upon termination of the Executive’s employment in connection with a Change in Control, the Executive shall be entitled to receive: # earned and unpaid Base Salary, unreimbursed business expenses due under Section 3.6 and any other benefits due under Section 3.3 or otherwise accrued and unpaid, through the date of such termination of employment, and subject to his execution of a release of claims as described in Section 4.7, # two (2) times the aggregate of # the Base Salary plus # the Incentive Compensation at the Target Rate in effect as of the date of such termination, # any Incentive Compensation for the fiscal year in which such termination occurs pro-rated through the date of termination at the Target Rate; # continuation of the medical, dental and other benefits described in Section 3.3 under which the Executive is participating as of the date of such Change in Control for a period of twenty-four (24) months from the date of termination provided that such continuation of benefits shall be pursuant to COBRA, with the Company paying such portions of the applicable premiums as it would have paid had the Executive continued to be a full-time active employee of the Company for such period with no changes to such benefits or plans (if the Executive becomes reemployed with another employer and is eligible to receive medical, hospitalization and dental benefits under another employer–provided plan, the medical, hospitalization and dental benefits described herein shall be secondary to those provided under such other plan during the applicable period), # payment of outplacement services for Executive for a period of twelve (12) months from the date of such Change in Control or termination; provided, however, the aggregate amount of such payments shall not exceed $15,000.00, and # continuation of the financial planning allowance described in Section 3.5 for a period of twenty-four (24) months from termination. Notwithstanding anything in this Section 4, however, the Company shall not be required to commence or continue any payment of monies or benefits other than as described in Section 4.3(i) above if the Executive attempts to rescind the release of claims he has executed or fails to comply with his ongoing obligations under this Agreement.

the Executive’s Base Salary then in effect at the time of such termination, through the date of termination; # reimbursement for any unreimbursed business expenses properly incurred by the Executive in accordance with [Section 5.5]; # employee benefits that Executive was receiving at such time through the date of termination; # the opportunity to elect benefits continuation post-employment, which opportunity the Executive may be entitled under the Benefit Plans as of the date of such termination pursuant to the terms thereof (the amounts described in [clauses (A) through (D) hereof] being referred to as the “Accrued Rights”); and # any bonus earned but unpaid for the immediately preceding fiscal year, which bonus shall be paid in accordance with [Section 5.2] (the “Accrued Bonus”).

Severance Benefits. If you are terminated by TopBuild without Cause or otherwise resign from TopBuild with Good Reason (as these terms are defined in Exhibit A) after the Effective Date and through and including August 3, 2019 (the date of such termination being your “Termination Date”), and conditioned upon your compliance with the release and other requirements of this Agreement and its Exhibits, you will be entitled to the following benefits (“Severance Benefits”):

the Base Termination Compensation, # severance pay equal to # 23 months of the Executive’s base salary, at the rate in effect at the effective time of termination, to be paid in equal installments over 23 months, plus # two times the Executive’s target bonus as provided in [Section 4(b)], to be paid in equal installments over 24 months, in each case on the Company’s normal payroll dates following the date of termination, except that the first installment of such payment shall be paid on the 60th day following the termination date and shall include all installments that would have been paid if the release of claims referred to in Section 3(i) had been effective at the date of termination and # the continuation of the medical, dental and vision insurance coverage for a period of 18 months at active employee rates (the "Benefit Continuation"). The Benefit Continuation shall be provided through # the Executive’s enrollment in the Company’s COBRA continuation coverage and # the reimbursement of (or the Company otherwise bearing) the premium cost under COBRA in excess of the active­ employee rate. Any payment of the Executive’s Base Salary after termination of his employment shall be made in accordance with the Company’s regular payroll practices. Other than solely in connection with any equity interests of Parent held by the Executive as described in [Section 5] and provided in the Equity Documentation, there will be no additional amounts owing by the Company to the Executive from and after a termination of the Executive’s employment of the nature contemplated by this [clause (ii) of Section 3(f)]. Because of the current uncertainty surrounding health care coverage, in the event that the Benefit Continuation would subject the Executive or the Company to a material cost, tax or penalty, the parties agree to cooperate to provide the Executive with such benefits in a manner that does not trigger such tax, cost or penalty, to the maximum extent possible.