Upon termination of employment, prior to the expiration of the Employment Period, for any reason other than for cause, as defined below, and subject to the provisions of [Section 11(c)(3)], the Executive shall be entitled to: # Six # months of his annual Base Salary be paid according to [Section 4]; # any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date to be paid according to [Section 8]; # any accrued but unused vacation time through the termination date in accordance with Company policy; and # all Share Awards earned and vested prior to termination. With respect to any Share Awards held by the Executive as of his death that are not vested and exercisable as of such date, the Company shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully vested and exercisable as of the Executive’s death, such options (as well as any Share Awards that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of # a period of one (1) year after the Executive’s death or # the original term of the option, if such Share Awards is an option.

Severance Allowance. The Company shall provide Employee [the applicable Severance Benefits described in [Section 4.1] of the ​ Executive Severance Plan, as amended], subject to such deductions as required by law including, if applicable, repayment of the pay advance made to Employee on or about ​, that is not deducted from other amounts paid or payable to Employee.

Severance Pay. Whether any Severance Pay is payable under this Plan, or any increase or decrease in the amount of Severance Pay, shall be in the sole discretion of the Committee and as authorized pursuant to ​ below. Any such increase or decrease in the amount of Severance Pay shall be final and conclusive as to all Eligible Employees and other persons claiming rights under the Plan. Subject to the exercise of such discretion, a Participant’s Severance Pay shall be determined as follows:

Severance Pay. Notwithstanding any provision in the Plan to the contrary, Severance Pay shall be reduced by the amount of any other severance payments, whether under any severance plan or offer letter or other individual agreement, made by an Employer.

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 Allowance. Provided the Employee timely executes, returns, and does not revoke this Agreement; continues to provide services to the Company as required from ​ (the “Last Day Worked”) up to and including ​ (the “Separation Date”); and timely affirms, returns, and does not revoke their affirmation; the Company shall provide the following consideration:

Severance Pay. Severance pay equal to two times (2x) the sum of Pennypacker’s # base salary (​) and # his bonus at target (​), for a grand total of ​ and ​, less applicable withholding and deductions. The severance pay will be provided in accordance with the Company’s regular payroll process for a twenty-four month period, commencing with the first payroll that is more than thirty (30) days after the Separation Date (see paragraph 1), provided that the Agreement has then become effective (see paragraph 17). The severance payments shall be allocated as if provided during the twenty-four (24) months immediately following the Separation Date for unemployment compensation and other purposes – this period shall be known as the “Severance Period” – and the first payment shall include an initial catch-up payment to

Bonus Severance. In addition, the Company shall provide Pennypacker with a pro-rata share of that amount to which he would have otherwise been eligible to receive as a bonus under the Company’s 2020 Short-Term Incentive Plan had he completed his current year of employment. The bonus severance shall be provided in a lump sum, less withholding and deductions, at the same time as short-term incentive bonus payments are provided to other executives in the Company (approximately ​), so long as Pennypacker has not materially violated, in the Company’s exclusive determination exercised in good faith, any term of this Agreement.

Severance Payments. (A) Lump Sum Payment. The Company shall pay Employee the amount of ​ in gross pay subject to deductions to be made as required by law and, if applicable, to repay the pay advance made to Employee on or about ​, that is not deducted from other amounts paid or payable to Employee.

Conditional Severance. Severance benefits paid in excess of Base Severance is referred to as Conditional Severance. The Company will provide one week of Pay, inclusive of Base Severance, for each completed full Year of Service (and one additional half week of Pay if an Employee, in addition to completed full Years of Service, also has completed at least 6 months, but less than 12 months of service in an only partially completed year), if the Participant’s service exceeds three years and the Employee signs a separation agreement prepared by the Company containing a waiver and release of claims. If the Employee signs a separation agreement prepared by the Company containing a waiver and release of claims, the minimum severance benefit payable inclusive of Base and Conditional Severance shall be three (3) weeks of Pay, if the Participant’s service is three years or less. For Employees below compensation Band I, severance benefits, including Base Severance, are capped at thirty-nine (39) weeks.