RELATIONSHIP OF PARTIES. Both parties agree that consultant is an independent contractor, and not an employee of Client. Client will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Consultant.

all claims for any damages or compensation, including but not limited to back wages, front pay, bonuses, awards, health and welfare benefits, fringe benefits, vacation pay, severance benefits, incentive compensation, long-term incentives, compensatory, emotional distress, pain and suffering, and/or punitive damages, or any other form of economic loss; and

Compensation and Benefits During the Retention Period. During the Retention Period, Employee will be entitled to the same base salary and to the same or equivalent other elements of total direct compensation opportunity (consisting of, short and long term incentive compensation, equity grants, and executive perquisites) and employee pension and welfare benefits as that afforded to Employee by ​ immediately before the Change in Control Date.

You will be eligible to participate in Polaris’ benefit programs and receive the perquisites made available by Polaris to its executives. The benefits and perquisites are subject to change by the Compensation Committee and at present include medical, dental, disability and life insurance coverage, financial planning and tax preparation services, 401(k) retirement savings plan and Supplemental Executive Retirement Plan participation, and a country club membership (tax gross-ups are not provided for club initiation and dues or financial planning and tax preparation). Additionally, you will have the use of Polaris’ products in accordance with Polaris’ guidelines. You will also be eligible for an annual physical examination at the Mayo Clinic paid for by Polaris. A summary of the current benefits is enclosed as [Exhibit A].

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.

The failure of CFF or the Bank to provide the Executive with substantially the same fringe benefits (including paid vacations) that were provided to him immediately prior to the date hereof; or

Employee and his spouse shall continue to be covered by, and receive employee welfare and executive fringe benefits in accordance with the terms of, all of the Company’s welfare benefit plans and executive fringe benefit programs for two years following the date of termination, and at no less than the levels he and his spouse were receiving immediately prior to the Change in Control. Employee’s spouse shall be entitled to continued benefits coverage pursuant to the preceding sentence for the balance of such two-year period in

The Participant acknowledges that pursuant to [Article 128] of the Colombian Labor Code, the Plan and related benefits do not constitute a component of the Participant's “salary” for any legal purpose. To this extent, they will not be included for purposes of calculating any labor benefits, such as legal/fringe benefits, vacation, indemnities, payroll taxes, social insurance contributions and/or any other labor-related amount.

Executive shall be entitled to participate in all standard employee benefit plans or programs (including the Company’s 401(k) Plan, medical and dental insurance plans, vitamin bucks, and employee discounts) and to receive all benefits and perquisites that are made generally available by the Company to its employees in accordance with the plan or program terms and provisions. The Company reserves the right to amend or terminate any of its employee benefit plans, programs and perquisites at any time. Effective as of October 1, 2017, Executive will be eligible to participate in the Company’s standard employee benefit plans and programs only to the extent Executive satisfies the service or other criteria established in such plans and programs.

Consultant hereby acknowledges and agrees that during the Consulting Period he shall not be eligible to accrue benefits in any employee benefit pension plans maintained by Vulcan (or any of its affiliates), or to receive any fringe benefits or participate in any welfare benefit plan other than that for which he is eligible as a retiree.