Separation Pay. In consideration of Employee signing and reaffirming this Agreement, and abiding by the covenants and releases given herein, ESI will pay Employee total of One Hundred Eighty-Eight Thousand Six Hundred and Twenty Six Dollars ($188,626), less applicable withholdings (“Separation Pay”). This sum includes an amount equal to six (6) months’ individual COBRA payments. The Separation Pay will be paid on January 4, 2016.

At the times hereinafter stated, for value received, I/We promise to pay to

Promise to Pay; Interest Payment Dates; Fees; Interest and Fee Basis; Taxes. Promise to Pay. Without limiting the provisions of Section 1.4 hereof, each Borrower unconditionally promises to pay when due the principal amount of each Loan incurred by it and all other Obligations incurred by it, and to pay all unpaid interest accrued thereon, in accordance with the terms of this Agreement and the other Loan Documents.

The Borrower promise to pay interest on each Loan in arrears on each Interest Payment Date with respect thereto.

#Section 2.1 (Promise to Pay). Section 2.1 of the Loan Agreement is hereby amended by adding the following immediately after Section 2.1.2 as [Section 2.1.3]:

Continuation. The Company intends to continue this ERA indefinitely, but nevertheless assumes no contractual obligation beyond the promise to pay the benefits described in this ERA.

“Transitional Pay Contribution.” Contributions by the Company provided for under Section D.2.

Failure to Pay. [[Organization A:Organization]] fails to make a payment when due under this Agreement.

Failure to Pay. Borrower shall fail to pay when due any principal, interest or other payment required under the terms of this Agreement or any other Transaction Document on the date due and such payment shall not have been made within three (3) Business Days of the due date; or

During the term of the Employee’s active employment with the Employer, the Employee will not, directly or indirectly, engage or participate in any other business activities that compete against the Employer.