0001193125-17-110857.txt : 20170405
20170405063214
S-1/A
S-1/A
S-1/A
ELECTRIC SERVICES
4911
000119312517110857
42
Vistra Energy Corp
>0001193125-17-110857.hdr.sgml : 20170405
20170405
<SEC-HEADER>0001193125-17-110857.hdr.sgml : 20170405
<ACCEPTANCE-DATETIME>20170405063214
ACCESSION NUMBER:		0001193125-17-110857
CONFORMED SUBMISSION TYPE:	S-1/A
PUBLIC DOCUMENT COUNT:		42
FILED AS OF DATE:		20170405
DATE AS OF CHANGE:		20170405

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Vistra Energy Corp
		CENTRAL INDEX KEY:			0001692819
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC SERVICES [4911]
		IRS NUMBER:				364833255
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-1/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-215288
		FILM NUMBER:		17741043

	BUSINESS ADDRESS:	
		STREET 1:		1601 BRYAN STREET
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75201-3411
		BUSINESS PHONE:		214-812-4600

	MAIL ADDRESS:	
		STREET 1:		1601 BRYAN STREET
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75201-3411
</SEC-HEADER>
<DOCUMENT>
<TYPE>EX-10.20
<SEQUENCE>18
<FILENAME>d312912dex1020.htm
<DESCRIPTION>EX-10.20
<TEXT>
<HTML><HEAD>
<TITLE>EX-10.20</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 10.20 </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B><I>EXECUTION VERSION </I></B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>EMPLOYMENT AGREEMENT </U></B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">This EMPLOYMENT AGREEMENT (this &#147;<U>Agreement</U>&#148;), dated as of October 4, 2016 (the &#147;<U>Effective Date</U>&#148;), between
TCEH Corp. (the &#147;<U>Company</U>&#148;) and James A. Burke (&#147;<U>Executive</U>&#148;). </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>Recitals</U>: </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">WHEREAS, the Company and Executive desire to enter into a written employment agreement to reflect the terms upon which Executive shall provide
services to the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">NOW, THEREFORE, in consideration of the premises and covenants contained herein, and intending to be legally
bound hereby, the parties to this Agreement hereby agree as follows: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>1. Term.</B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;The term of Executive&#146;s employment under this Agreement shall be effective as of the Effective Date, and shall continue until
the three (3) year anniversary of the Effective Date (the &#147;<U>Initial Expiration Date</U>&#148;); <U>provided</U> that on the Initial Expiration Date and each subsequent anniversary of the Initial Expiration Date, the term of Executive&#146;s
employment under this Agreement shall be extended for one (1) additional year unless either party provides written notice to the other party at least sixty (60) days prior to the Initial Expiration Date (or any such anniversary, as applicable) that
Executive&#146;s employment shall not be so extended (in which case, Executive&#146;s employment shall terminate on the Initial Expiration Date or any such anniversary, as applicable); <U>provided</U>, <U>however</U>, that Executive&#146;s
employment under this Agreement may be terminated at any earlier time pursuant to the provisions of <U>Section</U><U>&nbsp;</U><U>5</U>.&nbsp;The period of time from the Effective Date through the termination of this Agreement and Executive&#146;s
employment hereunder pursuant to its terms is herein referred to as the &#147;<U>Term</U>&#148;; and the date on which the Term is scheduled to expire (<U>i.e.</U>, the Initial Expiration Date or the scheduled expiration of the extended term, if
applicable) is herein referred to as the &#147;<U>Expiration Date</U>.&#148;</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(b) Executive agrees and acknowledges that the Company has
no obligation to extend the Term or to continue Executive&#146;s employment following the Expiration Date, and Executive expressly acknowledges that no promises or understandings to the contrary have been made or reached.</P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>2.</B> <B>Definitions.</B>&nbsp;For purposes of this Agreement, the following terms, as used herein, shall have the definitions set forth
below. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(a) &#147;<U>Affiliate</U>&#148; means, with respect to any specified Person, any other Person that directly or indirectly,
through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(b)
&#147;<U>Change in Control</U>&#148; shall, be deemed to occur upon any of the following events: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) the acquisition by
any Person or related &#147;group&#148; (as such term is used in Sections 13(d) and 14(d) of the U.S. Securities Exchange Act of 1934, as amended, and any successor thereto (the &#147;<U>Exchange Act</U>&#148;)) of Beneficial Ownership (as defined
in Rule 13d-3 promulgated under Section 13 of the Exchange Act) of 30% or more (on a fully diluted basis) of either (A) the then-outstanding shares of the common stock of the Company (the &#147;<U>Common Stock</U>&#148;), including Common Stock
issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such Common Stock (the &#147;<U>Outstanding Company Common Stock</U>&#148;); or (B) the combined voting
power of the then-outstanding voting securities of the Company entitled to vote in the election of directors (the &#147;<U>Outstanding Company Voting Securities</U>&#148;); but excluding any acquisition by the Company or any of its Affiliates or by
any employee benefit plan sponsored or maintained by the Company or any of its Affiliates; </P>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) a change in the composition of the Board such that members of the Board
during any consecutive 12-month period (the &#147;<U>Incumbent Directors</U>&#148;) cease to constitute a majority of the Board.&nbsp;Any person becoming a director through election or nomination for election approved by a valid vote of at least two
thirds of the Incumbent Directors shall be deemed an Incumbent Director; <U>provided</U>, <U>however</U>, that no individual becoming a director as a result of an actual or threatened election contest, as such terms are used in Rule 14a-12 of
Regulation 14A promulgated under the Exchange Act, or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed an Incumbent Director; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) the approval by the shareholders of the Company of a plan of complete dissolution or liquidation of the Company; or </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) the consummation of a reorganization, recapitalization, merger, consolidation, statutory share exchange or similar form of
corporate transaction involving the Company (a &#147;<U>Business Combination</U>&#148;), or sale, transfer or other disposition of all or substantially all of the business or assets of the Company to an entity that is not an Affiliate of the Company
(a &#147;<U>Sale</U>&#148;), unless immediately following such Business Combination or Sale:&nbsp;(A) more than 50% of the total voting power of the entity resulting from such Business Combination or the entity that acquired all or substantially all
of the business or assets of the Company in such Sale (in either case, the &#147;<U>Surviving Company</U>&#148;), or the ultimate parent entity that has Beneficial Ownership of sufficient voting power to elect a majority of the board of directors
(or analogous governing body) of the Surviving Company (the &#147;<U>Parent Company</U>&#148;), is represented by the Outstanding Company Voting Securities that were outstanding immediately prior to such Business Combination or Sale (or, if
applicable, is represented by shares into which the Outstanding Company Voting Securities were converted pursuant to such Business Combination or Sale), and such voting power among the holders thereof is in substantially the same proportion as the
voting power of the Outstanding Company Voting Securities among the holders thereof immediately prior to the Business Combination or Sale, (B) no Person or related group of Persons (other than any employee benefit plan sponsored or maintained by the
Surviving Company or the Parent Company), is or becomes the beneficial owner, directly or indirectly, of 50% or more of the total </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">
voting power of the outstanding voting securities eligible to elect members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent Company,
the Surviving Company) and (C) at least a majority of the members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent Company, the Surviving Company) following the consummation of the Business
Combination or Sale were Board members at the time of the Board&#146;s approval of the execution of the initial agreement providing for such Business Combination or Sale. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(c) &#147;<U>Cause</U>&#148; means (i) Executive&#146;s willful and continued failure to perform Executive&#146;s duties with the Company;
(ii) Executive&#146;s willful and continued failure to follow and comply with the written policies of the Company as in effect from time to time; (iii) Executive&#146;s willful commission of an act of fraud or dishonesty resulting in economic or
financial injury to the Company; (iv) Executive&#146;s willful engagement in illegal conduct or gross misconduct; (v) Executive&#146;s willful breach of this Agreement; or (vi) Executive&#146;s indictment for, conviction of, or a plea of guilty or
nolo contendere to any felony or other crime involving moral turpitude.&nbsp;No act or failure to act will be treated as willful if it is done, or omitted to be done, by Executive in good faith and with a good faith belief that such act or omission
was in the best interests of the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(d) &#147;<U>Control</U>&#148; (including, with correlative meanings, the terms
&#147;<U>Controlled by</U>&#148; and &#147;<U>under common Control with</U>&#148;), as used with respect to any Person, means the direct or indirect possession of the power to direct or cause the direction of the management or policies of such
Person, whether through the ownership of voting securities or by contract.</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(e) &#147;<U>Disability</U>&#148; means Executive would be
entitled to long-term disability benefits under the Company&#146;s long-term disability plan as in effect from time to time, without regard to any waiting or elimination period under such plan and assuming for the purpose of such determination that
Executive is actually participating in such plan at such time.&nbsp;If the Company does not maintain a long-term disability plan, &#147;<U>Disability</U>&#148; means Executive&#146;s inability to perform Executive&#146;s duties and responsibilities
hereunder on a full-time basis for a consecutive period of one hundred eighty (180) days due to physical or mental illness or incapacity that is determined to be total and permanent by a physician selected by the Company or its insurers and
reasonably acceptable to Executive or Executive&#146;s legal representative. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(f) &#147;<U>Good Reason</U>&#148; means the occurrence,
without the consent of Executive, of either of the following events: (i) any material diminution of, or modification to, Executive&#146;s title, duties, responsibilities, authorities, or terms of employment set forth in <U>Section 3</U> or (ii) any
breach by the Company of any of its material obligations to Executive.&nbsp;Prior to resigning for Good Reason, Executive shall give written notice to the Company of the facts and circumstances claimed to provide a basis for such resignation not
more than sixty (60) days following Executive&#146;s knowledge of such facts and circumstances, and the Company shall have ten (10) business days after receipt of such notice to cure (and if so cured, Executive shall not be permitted to resign for
Good Reason in respect thereof) and Executive shall resign within ten (10) business days following the Company&#146;s failure to cure.</P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(g) &#147;<U>Person</U>&#148; means any individual, firm, corporation, partnership, limited liability company, trust, joint venture,
association, unincorporated entity, or other entity. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>3.</B> <B>Duties and Responsibilities.</B>&nbsp;The Company hereby employs Executive, and
Executive hereby accepts employment, subject to the terms and conditions contained herein, during the Term, as the Executive Vice President and Chief Operating Officer.&nbsp;During the Term, Executive agrees to be employed by and devote all of
Executive&#146;s business time and attention to the Company and the promotion of its interests and to use Executive&#146;s best efforts to faithfully and diligently serve the Company; <U>provided</U>, <U>however</U>, that, to the extent that such
activities do not significantly interfere with the performance of Executive&#146;s duties, services, and responsibilities under this Agreement, Executive shall be permitted to (a) manage Executive&#146;s personal, financial, and legal affairs, (b)
serve on civic or charitable boards and committees of such boards and (c) to the extent approved by the Board of Directors of the Company (the &#147;<U>Board</U>&#148;) pursuant to a duly authorized resolution of the Board, serve on corporate boards
and committees of such boards.&nbsp;Executive will report solely to the Chief Executive Officer.&nbsp;Executive will perform such lawful duties and responsibilities as are commensurate with Executive&#146;s titles and positions, and such other
duties and responsibilities commensurate with Executive&#146;s titles and positions as may be reasonably requested by the Chief Executive Officer and the Board from time to time. Executive will have the authority customarily exercised by an
individual serving as an Executive Vice President and Chief Operating Officer of a corporation of the size and nature of the Company.&nbsp;Executive&#146;s place of employment will be in Dallas, Texas. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>4.</B> <B>Compensation and Related Matters.</B>&nbsp;(a)&nbsp;<U>Base Salary</U>.&nbsp;During the Term, Executive shall receive an
aggregate annual base salary (&#147;<U>Base Salary</U>&#148;) at an initial rate of $750,000, payable in accordance with the Company&#146;s applicable payroll practices. Base Salary shall be reviewed annually by the Board and increased (but not
decreased) in the Board&#146;s sole discretion. References in this Agreement to Base Salary shall be deemed to refer to the most recently effective annual base salary rate. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(b) <U>Annual Bonus</U>.&nbsp;During the Term, Executive shall be eligible to receive a cash bonus (the &#147;<U>Annual Bonus</U>&#148;) for
each year (or portion thereof) (beginning with calendar year 2016), provided that, except as otherwise provided herein, Executive has remained employed by the Company as of the applicable payment date.&nbsp;Executive&#146;s target bonus opportunity
for any particular year (the &#147;<U>Target Bonus</U>&#148;) shall be 90% of Base Salary, and Executive&#146;s maximum bonus opportunity shall be 200% of the Target Bonus.&nbsp;The Annual Bonus shall be subject to performance metrics approved by
the Board based on key short-term objectives and shall be at the full discretion of the Board.&nbsp;For the Annual Bonus paid in respect of 2016, the Board shall consider alternatives to compensate Executive for 2016 (e.g., paying a full-year payout
based on stub year performance or an agreed upon Annual Bonus to be paid in the normal bonus cycle).&nbsp;Any Annual Bonus shall be paid in the fiscal year following the fiscal year to which such Annual Bonus relates, at the same as annual bonuses
are paid to all other senior executives. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(c) <U>Equity Compensation</U>.&nbsp;Executive shall be entitled to receive equity compensation
awards as described in <U>Exhibit&nbsp;A</U>.</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">4 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(d) <U>Benefits and Perquisites</U>.&nbsp;During the Term, Executive shall be entitled to
participate in the benefit plans (including, without limitation, life insurance) and programs and receive perquisites that are provided by the Company from time to time for its senior executives generally, subject to the terms and conditions of such
plans and programs and commensurate with Executive&#146;s position.&nbsp;During the Term, Executive shall be entitled to up to $15,000 per year for tax and financial planning. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(e) <U>Business Expense Reimbursements</U>.&nbsp;During the Term, the Company shall promptly reimburse Executive for Executive&#146;s
reasonable and necessary business expenses in accordance with the Company&#146;s then-prevailing policies and procedures for expense reimbursement (which shall include appropriate itemization and substantiation of expenses incurred).</P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(f) <U>Indemnification</U>.&nbsp;The Company shall indemnify and hold harmless Executive, to the fullest extent permitted by law and the
Company&#146;s governing documents, against all claims, expenses, damages, liabilities, and losses incurred by Executive (whether before or after the Effective Date) by reason of the fact that Executive is or was, or had agreed to become, a
consultant, director, officer, employee, agent, or fiduciary of the Company or any of its subsidiaries or Affiliates or predecessors of any of the foregoing, or any benefit plan of any of the foregoing, or is or was serving at the request of the
Company as a consultant, director, officer, partner, venturer, proprietor, trustee, employee, agent, fiduciary, or similar functionary of another corporation, partnership, joint venture, business, person, trust, employee benefit plan, or other
entity.&nbsp;The Company shall provide Executive with customary directors&#146; and officers&#146; liability insurance coverage both during and after the Term with regard to matters occurring during employment or while otherwise providing services
to, or serving at the request of, the Company or any of its subsidiaries or Affiliates, or any benefit plan of any of the foregoing, which coverage shall be at a level at least equal to the greatest level being maintained at such time for any
current officer or director and shall continue until such time as suits can no longer be brought against Executive as a matter of law.&nbsp;Executive will be entitled to advancement of expenses in connection with any claim in the same manner and to
the same extent to which any other officer or director of the Company is entitled.&nbsp;Notwithstanding the foregoing, the Company shall not be required to indemnify or advance expenses to Executive in connection with (i) any dispute in connection
with this Agreement or Executive&#146;s employment hereunder; (ii) any action, claim, or proceeding initiated by Executive against the Company unless such action, claim, or proceeding is approved in advance by the Board in writing or (iii) any
liabilities, damages, claims or expenses incurred that are attributable to Executive&#146;s fraud, bad faith, willful misconduct, or gross negligence. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>5.</B> <B>Termination of Employment.</B>&nbsp;(a)&nbsp;Executive&#146;s employment under this Agreement may be terminated by either party
at any time and for any reason; <U>provided</U>, <U>however</U>, that Executive shall be required to give the Company at least sixty (60) days&#146; advance written notice of any voluntary resignation of Executive&#146;s employment hereunder (other
than resignation for Good Reason) (and in such event the Company in its sole discretion may elect to accelerate Executive&#146;s date of termination of employment, it being understood that such termination shall still be treated as a voluntary
resignation without Good Reason for purposes of this Agreement).&nbsp;Notwithstanding the foregoing, Executive&#146;s employment shall terminate automatically upon Executive&#146;s death.</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">5 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(b) Following any termination of Executive&#146;s employment under this Agreement, except as
provided under <U>Sections 5(c)</U>, <U>5(d)</U>, and 5(e), the obligations of the Company to pay or provide Executive with compensation and benefits under <U>Section 4</U> shall cease, and the Company shall have no further obligations to provide
compensation or benefits to Executive hereunder, except (i) for payment of any accrued but unpaid Base Salary and any accrued but unused vacation and for payment of any unreimbursed expenses under <U>Section 4(e)</U>, in each case accrued or
incurred through the date of termination of employment, payable as soon as practicable and in all events within thirty (30) days following the date of termination of employment, (ii) as explicitly set forth in any other benefit plans, programs, or
arrangements applicable to terminated employees in which Executive participates (including, without limitation, equity award agreements), other than severance plans or policies, and (iii) as otherwise expressly required by applicable law.&nbsp;For
the avoidance of doubt, except as otherwise provided below, any Unpaid Annual Bonus (as defined below) is forfeited if Executive&#146;s employment is terminated for any reason.</P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(c) If Executive&#146;s employment under this Agreement is terminated (i) by the Company without Cause (other than due to death or
Disability), (ii) by Executive for Good Reason, or (iii) due to expiration of the Term on the Expiration Date as a result of the Company delivering a notice of non-renewal as contemplated by <U>Section 1</U>, in addition to the payments and benefits
specified in <U>Section 5(b)</U>, Executive shall be entitled to receive: (i) severance pay in an aggregate amount (the &#147;<U>Severance Pay</U>&#148;) equal to, two times (2x) the sum of (A) Base Salary plus (B) (x) Target Bonus, if such
termination of employment occurs prior to the second (2<SUP STYLE="font-size:85%; vertical-align:top">nd</SUP>) anniversary of the Effective Date, or (y) the prior year&#146;s Annual Bonus, if such termination of employment occurs on or after the
second (2<SUP STYLE="font-size:85%; vertical-align:top">nd</SUP>) anniversary of the Effective Date; (ii) a prorated Annual Bonus in respect of the fiscal year of termination equal to the product of (x) the amount of Annual Bonus that would have
been payable to Executive had Executive&#146;s employment not so terminated based on actual performance measured through the fiscal year of termination, and (y) a fraction, the numerator of which is the number of days elapsed in the Company&#146;s
fiscal year in which the termination occurs through such termination and the denominator of which is the number of days in such fiscal year (the &#147;<U>Prorated Bonus</U>&#148;); (iii) any accrued but unpaid Annual Bonus in respect of the fiscal
year prior to the fiscal year of termination (the &#147;<U>Unpaid Annual Bonus</U>&#148;); and (iv) continued health insurance benefits under the terms of the applicable Company benefit plans for twenty-four (24) months, subject to Executive&#146;s
payment of the cost of such benefits to the same extent that active employees of the Company are required to pay for such benefits from time to time; <U>provided</U>, <U>however</U>, that such continuation coverage shall end earlier upon
Executive&#146;s becoming eligible for comparable coverage under another employer&#146;s benefit plans; and <U>provided</U>, <U>further</U>, that to the extent that the provision of such continuation coverage is not permitted under the terms of the
Company benefit plans or would result in an adverse tax consequence to the Company, the Company may alternatively provide Executive with a monthly cash payment in an amount equal to the applicable COBRA premium that Executive would otherwise be
required to pay to obtain COBRA continuation coverage for such benefits for twenty-four (24) months (assuming that COBRA continuation coverage were available for such period) (minus the cost of such benefits to the same extent that active employees
of the Company are required to pay for such benefits from time to time) (the &#147;<U>Severance Benefits</U>&#148;), commencing as provided in <U>Section 23(c)</U>.&nbsp;The Severance Pay shall be paid in equal installments during the twenty-four
(24) month period following Executive&#146;s termination in accordance with the Company&#146;s regular payroll practices, </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">6 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
but no less frequently than monthly, and commencing as provided in <U>Section 23(c)</U> below.&nbsp;The Unpaid Annual Bonus shall be paid on the date bonuses are paid to other executives during
the fiscal year of Executive&#146;s termination and the Prorated Bonus shall be paid on the date bonuses are paid to other executives of the Company in the year following the fiscal year of Executive&#146;s termination.</P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(d) Notwithstanding anything herein to the contrary, if at any time within eighteen (18) months following a Change in Control,
Executive&#146;s employment under this Agreement is terminated (i)&nbsp;by the Company without Cause (other than due to death or Disability), (ii)&nbsp;by Executive for Good Reason, or (iii)&nbsp;due to expiration of the Term on the Expiration Date
as a result of the Company delivering a notice of non-renewal as contemplated by <U>Section 1</U>, then Executive, in lieu of any of the amounts and benefits described in <U>Section 5(c)</U> and in addition to the payments and benefits specified in
<U>Section 5(b)</U>, shall be entitled to receive (i) the Unpaid Annual Bonus, (ii)&nbsp;2.99 times the sum of (A)&nbsp;Base Salary plus (B)&nbsp;Target Bonus (the &#147;<U>CIC Severance Pay</U>&#148;), (iii)&nbsp;the product of (x) the Target
Bonus, and (y) a fraction, the numerator of which is the number of days elapsed in the Company&#146;s fiscal year in which the termination occurs through such termination and the denominator of which is the number of days in such fiscal year (the
&#147;<U>Prorated CIC Bonus</U>&#148;), and (iv) the Severance Benefits for twenty-four (24) months (as described above and commencing as provided in <U>Section 23(c)</U>).&nbsp;The CIC Severance Pay and the Prorated CIC Bonus shall be paid in cash
in a lump sum on the first payroll following the satisfaction of the Release Condition, subject to <U>Section 23(c)</U>; provided, however, if the Change in Control does not constitute a &#147;change in the ownership or effective control of the
corporation, or in the ownership of a substantial portion of the assets of the corporation&#148; within the meaning of Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended (the &#147;<U>Code</U>&#148;), the portion of the CIC
Severance Pay that is not in excess of the Severance Pay that would have been payable upon such termination if <U>Section 5(c)</U> applied shall be paid to Executive in equal monthly installments during the twenty-four (24) month period following
Executive&#146;s termination in accordance with the Company&#146;s regular payroll practices, but no less frequently than monthly, and commencing as provided in <U>Section 23(c)</U> below, and the portion of the CIC Severance Pay in excess of such
amount shall be paid to Executive in a lump sum 60 days after the consummation of the Change in Control.&nbsp;The Unpaid Annual Bonus shall be paid on the date bonuses are paid to other executives during the fiscal year of Executive&#146;s
termination. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(e) If Executive&#146;s employment under this Agreement is terminated due to death or Disability, in addition to the
payments and benefits specified in <U>Section 5(b)</U>, Executive shall be entitled to receive (i) the Prorated Bonus, paid on the date bonuses are paid to other executives of the Company in the year following the fiscal year of Executive&#146;s
termination and (ii) the Unpaid Annual Bonus, paid on the date bonuses are paid to other executives of the Company in the fiscal year of Executive&#146;s termination. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(f) Executive&#146;s entitlement to the payments and benefits set forth in <U>Sections 5(c)</U> and <U>5(d)</U> shall be conditioned upon
Executive&#146;s having provided an irrevocable waiver and release of claims in favor of the Company, its Affiliates, their respective predecessors and successors, and all of the respective current or former directors, officers, employees,
shareholders, partners, members, agents, or representatives of any of the foregoing (collectively, the &#147;<U>Released Parties</U>&#148;), substantially in the form attached hereto as <U>Exhibit B</U> (the &#147;<U>Release</U>&#148;),
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">7 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
that has become effective in accordance with its terms within sixty (60) days following Executive&#146;s termination of employment (the &#147;<U>Release Condition</U>&#148;), and Executive&#146;s
continued compliance with <U>Sections 6</U> and <U>7</U> hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(g) Upon termination of Executive&#146;s employment for any reason, and
regardless of whether Executive continues as a consultant to the Company, upon the Company&#146;s request Executive agrees to resign, as of the date of such termination of employment or such other date requested, from the Board and any committees
thereof, and, if applicable, from the board of directors (and any committees thereof) of any Affiliate of the Company to the extent Executive is then serving thereon.&nbsp;The Company&#146;s obligations to make the payments provided for in this
Agreement are subject to set-off for any undisputed amounts owed by Executive, to the extent permitted by Section 409A (as defined below) and any Company clawback policy. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(h) The payment of any amounts accrued under any benefit plan, program, or arrangement in which Executive participates shall be subject to
the terms of the applicable plan, program, or arrangement, and any elections Executive has made thereunder.</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(i) Following any termination
of Executive&#146;s employment, Executive shall have no obligation to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement.&nbsp;There shall be no
offset against amounts due Executive under this Agreement on account of any remuneration attributable to later employment, consultancy, or other remunerative activity of Executive. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>6. Confidential Information.</B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(a) Executive acknowledges that the Company and its Affiliates continually develop Confidential Information (as defined below), that
Executive may develop Confidential Information for the Company or its Affiliates and that Executive may learn of Confidential Information during the course of Executive&#146;s employment.&nbsp;Executive will comply with the policies and procedures
of the Company and its Affiliates for protecting Confidential Information and shall not disclose to any Person or use, other than as required by applicable law or for the proper performance of Executive&#146;s duties and responsibilities to the
Company and its Affiliates, any Confidential Information obtained by Executive incident to Executive&#146;s employment or other association with the Company or any of its Affiliates.&nbsp;Executive understands that this restriction shall continue to
apply after Executive&#146;s employment terminates, regardless of the reason for such termination. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(b) All documents, records, tapes,
and other media of every kind and description relating to the business, present or otherwise, of the Company or its Affiliates and any copies, in whole or in part, thereof (the &#147;<U>Documents</U>&#148;), whether or not prepared by Executive,
shall be the sole and exclusive property of the Company and its Affiliates.&nbsp;Executive shall safeguard all Documents and shall surrender to the Company at the time Executive&#146;s employment terminates, or at such earlier time or times as the
Company may specify, all Documents then in Executive&#146;s possession or control.&nbsp;Executive shall immediately return such Documents and other property to the Company upon the termination of Executive&#146;s employment and, in any event, at the
Company&#146;s request.&nbsp;Executive further agrees that any property situated </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">8 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
on the premises of, and owned by, the Company or its Affiliates, including disks and other storage media, filing cabinets, or other work areas, is subject to inspection by the Company&#146;s
personnel at any time with or without notice.</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(c) Executive understands that nothing contained in this Agreement limits Executive&#146;s
ability to file a charge or complaint with the Securities and Exchange Commission (&#147;<U>SEC</U>&#148;). Executive further understands that this Agreement does not limit Executive&#146;s ability to communicate with the SEC or otherwise
participate in any investigation or proceeding that may be conducted by the SEC, including providing documents or other information, without notice to the Company. This Agreement does not limit Executive&#146;s right to receive an award for
information provided to the SEC.&nbsp;This <U>Section</U><U> 6(c)</U> applies only for the period of time that the Company is subject to the Dodd-Frank Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(d) &#147;<U>Confidential Information</U>&#148; means any and all information of the Company and its Affiliates that is not generally known
by others with whom they compete or do business, or with whom any of them plans to compete or do business and any and all information, publicly known in whole or in part or not, which, if disclosed by the Company or its Affiliates would assist in
competition against them.&nbsp;Confidential Information includes, without limitation, such information relating to (i)&nbsp;the development, research, testing, manufacturing, marketing and financial activities of the Company and its Affiliates,
(ii)&nbsp;all products planned, researched, developed, tested, manufactured, sold, licensed, leased or otherwise distributed or put into use by the Company and its Affiliates, together with all services provided or planned by the Company or any of
its Affiliates, during Executive&#146;s employment, (iii)&nbsp;the costs, sources of supply, financial performance and strategic plans of the Company and its Affiliates, (iv)&nbsp;the identity and special needs of the customers of the Company and
its Affiliates and (v)&nbsp;the people and organizations with whom the Company and its Affiliates have business relationships and those relationships.&nbsp;Confidential Information also includes any information that the Company or any of its
Affiliates have received, or may receive hereafter, belonging to customers or others with any understanding, express or implied, that the information would not be disclosed. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>7.</B> <B>Restricted Activities.</B>&nbsp;Executive agrees that some restrictions on Executive&#146;s activities during and after
Executive&#146;s employment are necessary to protect the goodwill, Confidential Information, and other legitimate interests of the Company and its Affiliates.&nbsp;Following the Effective Date, the Company will provide Executive with access to and
knowledge of Confidential Information and trade secrets and will place Executive in a position of trust and confidence with the Company, and Executive will benefit from the Company&#146;s goodwill.&nbsp;The restrictive covenants below are necessary
to protect the Company&#146;s legitimate business interests in its Confidential Information, trade secrets and goodwill. Executive further understands and acknowledges that the Company&#146;s ability to reserve these for the exclusive knowledge and
use of the Company is of great competitive importance and commercial value to the Company and that the Company would be irreparably harmed if Executive violates the restrictive covenants below.&nbsp;In recognition of the consideration provided to
Executive as well as the imparting to Executive of Confidential Information, including trade secrets, and for other good and valuable consideration, Executive hereby agrees as follows: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(a) While Executive is employed by the Company and for twenty-four (24) months after Executive&#146;s employment terminates for any reason,
whether before or after the </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">9 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
Expiration Date (in the aggregate, the &#147;<U>Non-Competition Period</U>&#148;), Executive shall not, directly or indirectly, whether as owner, partner, investor (other than a passive investor
of less than 5% in a publicly traded company), consultant, agent, employee, co-venturer, or otherwise, (i) compete with the business of the Company or any of its subsidiaries in any location where the Company or its subsidiaries conducts business (a
&#147;<U>Competitive Business</U>&#148;) or (ii) undertake any planning for any Competitive Business.&nbsp;With respect to the portion of the Non-Competition Period that follows Executive&#146;s termination of employment, the determination of
whether a business is a Competitive Business shall be made based on the scope and location of the businesses conducted or planned to be conducted by the Company and its subsidiaries as of the date of such termination. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(b) Executive agrees that, during Executive&#146;s employment with the Company, Executive will not undertake any outside activity, whether or
not competitive with the business of the Company or its Affiliates, that would reasonably give rise to a conflict of interest or otherwise interfere with Executive&#146;s duties and obligations to the Company or any of its Affiliates. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(c) Executive further agrees that, during the Non-Competition Period, Executive will not solicit, hire, or attempt to solicit or hire any
employee of the Company or any of its Affiliates (or any individual who was employed by the Company or any of its Affiliates during the one (1) year period prior to Executive&#146;s termination), assist in such hiring by any Person, encourage any
such employee to terminate his or her relationship with the Company or any of its Affiliates, or solicit or encourage any customer, client, or vendor of the Company or any of its Affiliates to terminate or diminish its relationship with them, or, in
the case of a customer, to conduct with any Person any business or activity which such customer conducts with the Company or any of its Affiliates.</P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(d) Executive shall not, whether in writing or orally, malign, denigrate, or disparage the Company or its Affiliates, or their respective
predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents, or representatives of any of the foregoing, with respect to any of their respective past or present activities, or
otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light.&nbsp;The Company shall direct its directors and officers not to, whether in writing or orally, malign,
denigrate, or disparage Executive with respect to any of Executive&#146;s past or present activities, or otherwise publish (whether in writing or orally) statements that are intended to portray Executive in an unfavorable light.</P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(e) Executive&#146;s and the Company&#146;s obligations under this <U>Section 7</U>, as applicable, shall continue beyond the termination of
Executive&#146;s employment with the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>8.</B> <B>Notification Requirement.</B>&nbsp;Through and up to the conclusion of the
Non-Competition Period, Executive shall give notice to the Company of each new business activity he plans to undertake, at least seven (7) days prior to beginning any such activity.&nbsp;Such notice shall state the name and address of the Person for
whom such activity is undertaken and the nature of Executive&#146;s business relationship(s) and position(s) with such Person.</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">10 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>9.</B> <B>Intellectual Property Rights</B>.&nbsp;(a)&nbsp;Executive agrees that the results
and proceeds of Executive&#146;s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods,
developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee of the Company and any works in progress,
whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced to practice or learned by Executive, either alone or jointly with others (collectively, &#147;<U>Inventions</U>&#148;),
shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, and other intellectual property rights (collectively, &#147;<U>Proprietary Rights</U>&#148;) of
whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment
to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then
Executive hereby irrevocably assigns and agrees to assign any and all of Executive&#146;s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing,
contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any
Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(b) Executive agrees that, from time to time, as may be requested by the Company and at the Company&#146;s sole cost and expense, Executive
shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company&#146;s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in
any such Inventions, including the execution of appropriate copyright and patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive
unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This <U>Section 9(b)</U> is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to
which the Company may be entitled by operation of law by virtue of the Company&#146;s being Executive&#146;s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as
the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of
such Proprietary Rights to the Company or its designees. Executive&#146;s obligations under this <U>Section 9</U> shall continue beyond the termination of Executive&#146;s employment with the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter
have for infringement of any Proprietary Rights assigned hereunder to the Company. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">11 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>10.</B> <B>Remedies and Injunctive Relief.</B>&nbsp;Executive acknowledges that a violation by
Executive of any of the covenants contained in <U>Sections 6</U>, <U>7</U>, <U>8</U>, or <U>9</U> would cause irreparable damage to the Company in an amount that would be material but not readily ascertainable, and that any remedy at law (including
the payment of damages) would be inadequate.&nbsp;Accordingly, Executive agrees that, notwithstanding any provision of this Agreement to the contrary, the Company shall be entitled (without the necessity of showing economic loss or other actual
damage) to injunctive relief (including temporary restraining orders, preliminary injunctions, and permanent injunctions) in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in <U>Sections
6</U>, <U>7</U>, <U>8</U>, or <U>9</U> in addition to any other legal or equitable remedies it may have.&nbsp;The preceding sentence shall not be construed as a waiver of the rights that the Company may have for damages under this Agreement or
otherwise, and all of the Company&#146;s rights shall be unrestricted. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>11.</B> <B>Representations; Advice of Counsel.</B>
(a)&nbsp;Executive represents, warrants, and covenants that as of the date hereof:&nbsp;(i) Executive has the full right, authority, and capacity to enter into this Agreement and perform Executive&#146;s obligations hereunder, (ii) Executive is not
bound by any agreement that conflicts with or prevents or restricts the full performance of Executive&#146;s duties and obligations to the Company hereunder during or after the Term, and (iii) the execution and delivery of this Agreement shall not
result in any breach or violation of, or a default under, any existing obligation, commitment, or agreement to which Executive is subject.</P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(b) Prior to execution of this Agreement, Executive was advised by the Company of Executive&#146;s right to seek independent advice from an
attorney of Executive&#146;s own selection regarding this Agreement.&nbsp;Executive acknowledges that Executive has entered into this Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Agreement
after being given the opportunity to consult with counsel.&nbsp;Executive further represents that in entering into this Agreement, Executive is not relying on any statements or representations made by any of the Company&#146;s directors, officers,
employees, or agents that are not expressly set forth herein, and that Executive is relying only upon Executive&#146;s own judgment and any advice provided by Executive&#146;s attorney. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(c) The Company represents, warrants, and covenants that as of the date hereof:&nbsp;(i) the Company has the full right, authority, and
capacity to enter into this Agreement and perform the Company&#146;s obligations hereunder, (ii) the Company is not bound by any agreement that conflicts with or prevents or restricts the full performance of the Company&#146;s obligations to
Executive hereunder during or after the Term, and (iii) the execution and delivery of this Agreement shall not result in any breach or violation of, or a default under, any existing obligation, commitment, or agreement to which the Company is
subject. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>12.</B> <B>Cooperation.</B>&nbsp;Executive agrees that, upon reasonable notice and without the necessity of the
Company&#146;s obtaining a subpoena or court order, Executive shall provide reasonable cooperation in connection with any suit, action, or proceeding (or any appeal from any </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">12 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
suit, action, or proceeding), and any investigation or defense of any claims asserted against the Company or its Affiliates, that relates to events occurring during Executive&#146;s employment
with the Company and its Affiliates as to which Executive may have relevant information (including but not limited to furnishing relevant information and materials to the Company or its designee and providing testimony at depositions and at trial);
<U>provided</U>, that with respect to such cooperation occurring following termination of employment, the Company shall reimburse Executive for expenses reasonably incurred in connection therewith. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>13.</B> <B>Withholding.</B>&nbsp;The Company may deduct and withhold from any amounts payable under this Agreement such federal, state,
local, non-U.S., and other taxes as are required to be withheld pursuant to any applicable law or regulation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>14.</B>
<B>Assignment.</B><B>&nbsp;</B>Neither the Company nor Executive may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other party; <U>provided</U>, that the
Company may assign its rights under this Agreement without the consent of Executive to a successor to substantially all of the business of the Company in the event that the Company shall effect a reorganization, consolidate with or merge into any
other corporation, partnership, organization, or other entity, or transfer all or substantially all of its properties or assets to any other corporation, partnership, organization, or other entity.&nbsp;This Agreement shall inure to the benefit of
and be binding upon the Company and Executive, and their respective successors, executors, administrators, heirs, and permitted assigns. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>15.</B> <B>Governing Law; No Construction Against Drafter.</B>&nbsp;This Agreement shall be deemed made in the State of Delaware, and the
validity, interpretation, construction, and performance of this Agreement in all respects shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.&nbsp;No provision of this Agreement or any related
document will be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party&#146;s having or being deemed to have structured or drafted such provision.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>16.</B> <B>Consent to Jurisdiction; Waiver of Jury Trial.</B>&nbsp;(a)&nbsp;Except as otherwise specifically provided herein,
Executive and the Company each hereby irrevocably submit to the exclusive jurisdiction of the federal courts located within the State of Delaware (or, if subject matter jurisdiction in such courts are not available, in any state court located within
the State of Delaware) over any dispute arising out of or relating to this Agreement.&nbsp;Except as otherwise specifically provided in this Agreement, the parties undertake not to commence any suit, action or proceeding arising out of or relating
to this Agreement in a forum other than a forum described in this <U>Section 16(a)</U>; <U>provided</U>, <U>however</U>, that nothing herein shall preclude either party from bringing any suit, action, or proceeding in any other court for the purpose
of enforcing the provisions of this <U>Section 16</U> or enforcing any judgment obtained by either party. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(b) The agreement of the
parties to the forum described in <U>Section 16(a)</U> is independent of the law that may be applied in any suit, action, or proceeding, and the parties agree to such forum even if such forum may under applicable law choose to apply non-forum
law.&nbsp;The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">13 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
any such suit, action, or proceeding brought in an applicable court described in <U>Section 16(a)</U>, and the parties agree that they shall not attempt to deny or defeat such personal
jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, or proceeding brought in any applicable court
described in <U>Section 16(a)</U> shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(c)
The parties hereto irrevocably consent to the service of any and all process in any suit, action, or proceeding arising out of or relating to this Agreement by the mailing of copies of such process to such party at such party&#146;s address
specified in <U>Section 20</U>. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(d) Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may
have to a trial by jury in respect of any suit, action, or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, or attorney of any other party has represented, expressly or
otherwise, that such party would not, in the event of any action, suit, or proceeding, seek to enforce the foregoing waiver, and (ii) acknowledges that it and the other party hereto has been induced to enter into this Agreement by, among other
things, the mutual waiver and certifications in this <U>Section 16(d)</U>. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(e) Each party shall bear his or her or its own costs and
expenses (including reasonable attorneys&#146; fees and expenses) incurred in connection with any dispute arising out of or relating to this Agreement.</P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>17.</B> <B>Amendment; No Waiver; Severability.</B>&nbsp;(a)&nbsp;No provisions of this Agreement may be amended, modified, waived, or
discharged except by a written document signed by Executive and a duly authorized officer of the Company (other than Executive). The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be
considered a waiver of such party&#146;s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. No failure or delay by either party in exercising any right or power
hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right or power, or any abandonment of any steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any
other right or power. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(b) If any term or provision of this Agreement is invalid, illegal, or incapable of being enforced by any
applicable law or public policy, all other conditions and provisions of this Agreement shall nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by this Agreement is not affected
in any manner materially adverse to any party; <U>provided</U>, that in the event that any court of competent jurisdiction shall finally hold in a non-appealable judicial determination that any provision of <U>Sections 6</U> through <U>10</U>
(whether in whole or in part) is void or constitutes an unreasonable restriction against Executive, such provision shall not be rendered void but shall be deemed modified to the minimum extent necessary to make such provision enforceable for the
longest duration and the greatest scope as such court may determine constitutes a reasonable restriction under the circumstances. Subject to the foregoing, upon such determination that any term or other provision is invalid, illegal, or incapable of
being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be
consummated as originally contemplated to the fullest extent possible. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">14 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>18.</B> <B>Entire Agreement.</B>&nbsp;This Agreement constitutes the entire agreement and
understanding between the Company and Executive with respect to the subject matter hereof and supersedes all prior agreements and understandings (whether written or oral), between Executive and the Company, relating to such subject matter.&nbsp;None
of the parties shall be liable or bound to any other party in any manner by any representations and warranties or covenants relating to such subject matter except as specifically set forth herein. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>19.</B> <B>Survival.</B>&nbsp;The rights and obligations of the parties under the provisions of this Agreement shall survive, and remain
binding and enforceable, notwithstanding the expiration of the Term, the termination of this Agreement, the termination of Executive&#146;s employment hereunder or any settlement of the financial rights and obligations arising from Executive&#146;s
employment hereunder, to the extent necessary to preserve the intended benefits of such provisions.</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>20.</B> <B>Notices.</B>&nbsp;All
notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent by facsimile or sent, postage prepaid, by registered, certified, or express mail or overnight courier service and
shall be deemed given when so delivered by hand or facsimile, or if mailed, three days after mailing (one (1) business day in the case of express mail or overnight courier service) to the parties at the following addresses or facsimiles (or at such
other address for a party as shall be specified by like notice): </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="92%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>
<TD WIDTH="27%"></TD>
<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD WIDTH="71%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">If to the Company:</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">TCEH Corp.</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Attn: Corporate Secretary</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">1601 Bryan Street</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Dallas, TX 75201</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">If to Executive:</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">At the most recent address on file in the Company&#146;s records.</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">Notices delivered by facsimile shall have the same legal effect as if such notice had been delivered in
person. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>21.</B> <B>Headings and References.</B>&nbsp;The headings of this Agreement are inserted for convenience only, and neither
constitute a part of this Agreement nor affect in any way the meaning or interpretation of this Agreement.&nbsp;When a reference in this Agreement is made to a Section, such reference shall be to a Section of this Agreement unless otherwise
indicated. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>22.</B> <B>Counterparts.</B>&nbsp;This Agreement may be executed in one or more counterparts (including via facsimile and
electronic image scan (.pdf)), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties
and delivered to the other parties. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">15 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>23.</B> <B>Section 409A.</B>&nbsp;(a)&nbsp;For purposes of this Agreement, &#147;<U>Section
409A</U>&#148; means Section 409A of the Code, and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time.&nbsp;The parties intend that any amounts payable
hereunder that could constitute &#147;deferred compensation&#148; within the meaning of Section 409A will be compliant with Section 409A or exempt from Section 409A.</P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(b) Notwithstanding anything in this Agreement to the contrary, the following special rule shall apply, if and to the extent required by
Section 409A, in the event that (i) Executive is deemed to be a &#147;specified employee&#148; within the meaning of Code Section 409A(a)(2)(B)(i) (as determined in accordance with the methodology established by the Company as in effect on the date
of Executive&#146;s &#147;separation from service&#148; (within the meaning of Treasury Regulations &#167; 1.409A-1(h)), (ii) amounts or benefits under this Agreement or any other program, plan, or arrangement of the Company or a controlled group
affiliate thereof are due or payable on account of separation from service, and (iii) Executive is employed by a public company or a controlled group affiliate thereof: payments hereunder that are &#147;deferred compensation&#148; subject to Section
409A that would be made to Executive prior to the date that is six (6) months after the date of Executive&#146;s separation from service shall be made within 10 business days after such six (6) month date or, if earlier, ten (10) days following the
date of Executive&#146;s death; following any applicable delay, all such delayed payments, without interest will be paid in a single lump sum on the earliest permissible payment date.</P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(c) Except to the extent required to be delayed pursuant to <U>Section</U><U>&nbsp;</U><U>23(b)</U>, any payment or benefit due or payable on
account of Executive&#146;s separation from service to which this <U>Section 23(c)</U> applies shall be paid or commence, as applicable, upon the first scheduled payroll date immediately after the date the Release Condition is satisfied (the
&#147;<U>Release Effective Date</U>&#148;); provided that, to the extent that such payment or benefit represents a &#147;deferral of compensation&#148; within the meaning of Section 409A and the sixty (60) day period following Executive&#146;s
separation from service spans two (2) taxable years, payment shall not be made or commence prior to January&nbsp;1 of the second taxable year.&nbsp;The first such cash payment shall include payment of all amounts that otherwise would have been due
prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon Executive&#146;s termination of employment, and any payments made thereafter shall continue as provided herein.&nbsp;The
delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following Executive&#146;s termination of employment. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(d) Each payment made under this Agreement (including each separate installment payment in the case of a series of installment payments)
shall be deemed to be a separate payment for purposes of Section 409A.&nbsp;Amounts payable under this Agreement shall be deemed not to be a &#147;deferral of compensation&#148; subject to Section 409A to the extent provided in the exceptions in
Treasury Regulations &#167;&#167; 1.409A-1(b)(4) (&#147;short-term deferrals&#148;) and (b)(9) (&#147;separation pay plans,&#148; including the exception under subparagraph (iii)) and other applicable provisions of Section 409A, and shall be paid
under any such exception to the maximum extent permitted. For purposes of this Agreement, with respect to payments of any amounts that are considered to be &#147;deferred compensation&#148; subject to Section 409A, references to &#147;termination of
employment,&#148; &#147;termination,&#148; or words and phrases of similar import, shall be deemed to refer to Executive&#146;s &#147;separation from service&#148; as defined in Section 409A, and shall be interpreted and
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">16 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
applied in a manner that is consistent with the requirements of Section 409A.&nbsp;In no event may Executive, directly or indirectly, designate the calendar year of any payment under this
Agreement.</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(e) Notwithstanding anything to the contrary in this Agreement, any payment or benefit under this Agreement or otherwise that
is eligible for exemption from Section 409A pursuant to Treasury Regulation &#167; 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefits) shall be paid or provided to Executive only to the extent that the expenses are
not incurred, or the benefits are not provided, beyond the last day of the second calendar year following the calendar year in which Executive&#146;s &#147;separation from service&#148; occurs; and <U>provided</U>, <U>further</U>, that such expenses
are reimbursed no later than the last day of the second calendar year following the calendar year in which Executive&#146;s &#147;separation from service&#148; occurs.&nbsp;To the extent that any indemnification payment, expense reimbursement, or
provision of any in-kind benefit is determined to be subject to Section 409A (and not exempt pursuant to the prior sentence or otherwise), the amount of any such indemnification payment or expenses eligible for reimbursement, or the provision of any
in-kind benefit, in one (1) calendar year shall not affect the indemnification payment or provision of in-kind benefits or expenses eligible for reimbursement in any other calendar year (except for any lifetime or other aggregate limitation
applicable to medical expenses to the extent permitted by Section 409A), such indemnification, reimbursement, or in-kind benefits shall be provided for the period set forth in this Agreement, or if no such period is set forth, during
Executive&#146;s lifetime, in no event shall any indemnification payment or expenses be reimbursed after the last day of the calendar year following the calendar year in which Executive incurred such indemnification payment or expenses, and in no
event shall any right to indemnification payment or reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">17 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">IN WITNESS WHEREOF, this Agreement has been duly executed by the parties as of the date first
written above. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>
<TD WIDTH="12%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="87%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>TCEH Corp.</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Carrie Lee Kirby</P></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Carrie Lee Kirby</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Chief Administrative Officer</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>JAMES A. BURKE</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ James A. Burke</P></TD></TR>
</TABLE></DIV> <P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><I>[Signature Page to
Employment Agreement] </I></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>Exhibit A </U></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>
<TD WIDTH="22%"></TD>
<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD WIDTH="76%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><B>OIP:</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Equity awards to be subject to the terms of the Company&#146;s Omnibus Incentive Plan.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><B>Initial Equity Award:</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Upon or as soon as practicable after the Effective Date, the Company will award Executive restricted stock units and stock options to purchase shares of the Company&#146;s common stock, with an aggregate grant date fair market value
as determined by the Board for accounting purposes of $4,000,000.&nbsp;Such restricted stock units or stock options, as applicable, to vest ratably over 4 years (25% each year). Allocation between restricted stock units and stock options to be
determined by the Board.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><B>Annual Equity Awards:</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Following the first anniversary of the Effective Date, Executive will be granted annual equity awards in an amount determined by the Board.&nbsp;Such awards may be in the form of options, restricted stock units, performance shares,
or any other form as approved by the Board.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><B>Involuntary Termination Without Cause / Resignation for Good Reason / Non-Renewal of Term by the Company:</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Subject to delivery (and non-revocation) of the Release and continued compliance with Sections 6 and 7 of this Agreement, accelerated vesting of the portion of Executive&#146;s outstanding equity awards that would have vested in the
12 months following termination had Executive remained employed (fully vested options to remain exercisable for 90 days following termination or, if Executive is subject Section 16 of the Exchange Act as of such Termination, 180 days from the date
of such termination (or until the option&#146;s regular expiration date, if shorter)).</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><B>Termination with Cause / Resignation Without Good Reason / Non-Renewal of the Term by Executive</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">All options and other outstanding awards (unvested and vested) are forfeited upon a termination for Cause.&nbsp;On any other termination, Executive will retain all vested awards (forfeits unvested), and vested options remain
exercisable for 30 days following termination or, if Executive is subject Section 16 of the Exchange Act as of such Termination, 180 days from the date of such termination (or until the option&#146;s regular expiration date, if shorter).</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><B>Death / Disability</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Accelerated vesting of the portion of Executive&#146;s equity awards that would have vested in the 12 months following termination had he remained employed (fully vested options to remain exercisable for one year following
termination (or until the option&#146;s regular expiration date, if shorter)).</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><B>Involuntary Termination Without Cause / Resignation for Good Reason / Non-Renewal of Term by the Company Following a Change in Control:</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">All equity awards that were outstanding at the time of the Change in Control will vest upon such termination.</TD></TR>
</TABLE>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>Exhibit B </U></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>Release of Claims </U></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">As
used in this Release of Claims (this &#147;<U>Release</U>&#148;), the term &#147;claims&#148; will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, proceedings, obligations, debts, accounts,
attorneys&#146; fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise.&nbsp;Capitalized terms used but not defined in this Release will have the meanings given to them in the employment agreement
dated October 4, 2016 between TCEH Corp. (the&nbsp;&#147;<U>Company</U>&#148;) and James A. Burke (my&nbsp;&#147;<U>Employment Agreement</U>&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For and in consideration of the severance payments and benefits, and other good and valuable consideration, I, for and on behalf of myself and
my executors, heirs, administrators, representatives, and assigns, hereby agree to release and forever discharge the Company and each of its direct and indirect parent and subsidiary entities, and all of their respective predecessors, successors,
and past, current, and future parent entities, affiliates, subsidiary entities, investors, directors, shareholders, members, officers, general or limited partners, employees, attorneys, agents, and representatives, and the employee benefit plans in
which I am or have been a participant by virtue of my employment with or service to the Company (collectively, the &#147;<U>Company Releasees</U>&#148;), from any and all claims that I have or may have had against the Company Releasees based on any
events or circumstances arising or occurring on or prior to the date hereof and arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever my employment by or service to the Company or the termination
thereof, including without limitation any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation,
defamation, intentional infliction of emotional distress, whistleblowing, or liability in tort, and claims of any kind that may be brought in any court or administrative agency, and any related claims for attorneys&#146; fees and costs, including,
without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. &#167; 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29
U.S.C. &#167; 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the &#147;<U>ADEA</U>&#148;); the Equal
Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. &#167; 2601 et seq.; the Fair Labor Standards Act of
1938, as amended, 29 U.S.C. &#167; 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. &#167; 1001 et seq.; and any similar state or local law.&nbsp;I agree further that this Release may be pleaded as a full defense to
any action, suit, arbitration, or other proceeding covered by the terms hereof that is or may be initiated, prosecuted, or maintained by me or my descendants, dependents, heirs, executors, administrators, or assigns.&nbsp;By signing this Release, I
acknowledge that I intend to waive and release all rights known or unknown that I may have against the Company Releasees under these and any other laws. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could
give rise to any claims under any of the laws </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">B-1 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
listed in the preceding paragraph and that I have not filed any claim against any of the Releasees before any local, state, federal, or foreign agency, court, arbitrator, mediator, arbitration or
mediation panel, or other body (each individually a&nbsp;&#147;<U>Proceeding</U>&#148;).&nbsp;I (i) acknowledge that I will not initiate or cause to be initiated on my behalf any Proceeding and will not participate in any Proceeding, in each case,
except as required by law or to the extent such Proceeding relates to a claim not waived hereunder; and (ii) waive any right that I may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding,
including any Proceeding conducted by the Equal Employment Opportunity Commission (&#147;<U>EEOC</U>&#148;), except in each case to the extent such Proceeding relates to a claim not waived hereunder.&nbsp;Further, I understand that, by executing
this Release, I will be limiting the availability of certain remedies that I may have against the Company and limiting also my ability to pursue certain claims against the Company Releasees. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a federal statute that,
among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Notwithstanding the generality
of the foregoing, I do not release (i)&nbsp;claims to receive my severance payments and benefits in accordance with the terms of the Employment Agreement, (ii) claims with respect to benefits to which I am entitled under the employee benefit and
compensation plans of the Company and its affiliates, including any rights to equity, (iii) claims to indemnification, or (iv)&nbsp;claims that cannot be waived by law.&nbsp;Further, nothing in this Release shall prevent me from (i) initiating or
causing to be initiated on my behalf any claim against the Company before any local, state, or federal agency, court, or other body challenging the validity of the waiver of my claims under the ADEA (but no other portion of such waiver); or (ii)
initiating or participating in an investigation or proceeding conducted by the EEOC. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">I acknowledge that I have been given at least
[21]/[45]<SUP STYLE="font-size:85%; vertical-align:top">1</SUP> days in which to consider this Release. I acknowledge further that the Company has advised me to consult with an attorney of my choice before signing this Release, and I have had
sufficient time to consider the terms of this Release. I represent and acknowledge that if I execute this Release before [21]/[45] days have elapsed, I do so knowingly, voluntarily, and upon the advice and with the approval of my legal counsel (if
any), and that I voluntarily waive any remaining consideration period. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">I understand that after executing this Release, I have the right
to revoke it within seven days after its execution.&nbsp;I understand that this Release will not become effective and enforceable unless the seven-day revocation period passes and I do not revoke the Release in writing.&nbsp;I understand that this
Release may not be revoked after the seven-day revocation period has passed.&nbsp;I understand also that any revocation of this Release must be made in writing and delivered to the Company at its principal place of business within the seven-day
period. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This Release will become effective, irrevocable, and binding on the eighth day after its execution, so long as I have not timely
revoked it as set forth above.&nbsp;I understand and acknowledge that I will not be entitled to the severance payments and benefits unless this Release is effective on or before the date that is sixty (60) days following the date of my termination
of employment. </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="line-height:8.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000;width:10%">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="2%" VALIGN="top" ALIGN="left"><SUP STYLE="font-size:85%; vertical-align:top">1</SUP>&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><U>NTD</U>: To be selected based on whether applicable termination was &#147;in connection with an exit incentive or other employment termination program&#148; (as such phrase is defined in the Age Discrimination in
Employment Act of 1967). </TD></TR></TABLE>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">I hereby agree to waive any and all claims to re-employment with the Company or any of its
affiliates and affirmatively agree not to seek further employment with the Company or any of its affiliates. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The provisions of this
Release will be binding upon my heirs, executors, administrators, legal representatives, and assigns.&nbsp;If any provision of this Release will be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision
will be of no force or effect.&nbsp;The illegality or unenforceability of such provision, however, will have no effect upon and will not impair the enforceability of any other provision of this Release. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This Release will be governed in accordance with the laws of the State of Delaware, without reference to the principles of conflicts of
law.&nbsp;Any dispute or claim arising out of or relating to this Release or claim of breach hereof will be brought exclusively in the federal and state courts located within Delaware.&nbsp;By execution of this Release, I am waiving any right to
trial by jury in connection with any suit, action, or proceeding under or in connection with this Release. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>
<TD WIDTH="100%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">&nbsp;</P></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><B>James A. Burke</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">&nbsp;</P></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">DATE</TD></TR>
</TABLE></DIV>
</BODY></HTML>
</TEXT>
</DOCUMENT>
EX-10.20
18
d312912dex1020.htm
EX-10.20
EX-10.20
<DOCUMENT>
<TYPE>EX-10.20
<SEQUENCE>18
<FILENAME>d312912dex1020.htm
<DESCRIPTION>EX-10.20
<TEXT>
<HTML><HEAD>
<TITLE>EX-10.20</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 10.20 </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B><I>EXECUTION VERSION </I></B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>EMPLOYMENT AGREEMENT </U></B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">This EMPLOYMENT AGREEMENT (this &#147;<U>Agreement</U>&#148;), dated as of October 4, 2016 (the &#147;<U>Effective Date</U>&#148;), between
TCEH Corp. (the &#147;<U>Company</U>&#148;) and James A. Burke (&#147;<U>Executive</U>&#148;). </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>Recitals</U>: </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">WHEREAS, the Company and Executive desire to enter into a written employment agreement to reflect the terms upon which Executive shall provide
services to the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">NOW, THEREFORE, in consideration of the premises and covenants contained herein, and intending to be legally
bound hereby, the parties to this Agreement hereby agree as follows: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>1. Term.</B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;The term of Executive&#146;s employment under this Agreement shall be effective as of the Effective Date, and shall continue until
the three (3) year anniversary of the Effective Date (the &#147;<U>Initial Expiration Date</U>&#148;); <U>provided</U> that on the Initial Expiration Date and each subsequent anniversary of the Initial Expiration Date, the term of Executive&#146;s
employment under this Agreement shall be extended for one (1) additional year unless either party provides written notice to the other party at least sixty (60) days prior to the Initial Expiration Date (or any such anniversary, as applicable) that
Executive&#146;s employment shall not be so extended (in which case, Executive&#146;s employment shall terminate on the Initial Expiration Date or any such anniversary, as applicable); <U>provided</U>, <U>however</U>, that Executive&#146;s
employment under this Agreement may be terminated at any earlier time pursuant to the provisions of <U>Section</U><U>&nbsp;</U><U>5</U>.&nbsp;The period of time from the Effective Date through the termination of this Agreement and Executive&#146;s
employment hereunder pursuant to its terms is herein referred to as the &#147;<U>Term</U>&#148;; and the date on which the Term is scheduled to expire (<U>i.e.</U>, the Initial Expiration Date or the scheduled expiration of the extended term, if
applicable) is herein referred to as the &#147;<U>Expiration Date</U>.&#148;</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(b) Executive agrees and acknowledges that the Company has
no obligation to extend the Term or to continue Executive&#146;s employment following the Expiration Date, and Executive expressly acknowledges that no promises or understandings to the contrary have been made or reached.</P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>2.</B> <B>Definitions.</B>&nbsp;For purposes of this Agreement, the following terms, as used herein, shall have the definitions set forth
below. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(a) &#147;<U>Affiliate</U>&#148; means, with respect to any specified Person, any other Person that directly or indirectly,
through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(b)
&#147;<U>Change in Control</U>&#148; shall, be deemed to occur upon any of the following events: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) the acquisition by
any Person or related &#147;group&#148; (as such term is used in Sections 13(d) and 14(d) of the U.S. Securities Exchange Act of 1934, as amended, and any successor thereto (the &#147;<U>Exchange Act</U>&#148;)) of Beneficial Ownership (as defined
in Rule 13d-3 promulgated under Section 13 of the Exchange Act) of 30% or more (on a fully diluted basis) of either (A) the then-outstanding shares of the common stock of the Company (the &#147;<U>Common Stock</U>&#148;), including Common Stock
issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such Common Stock (the &#147;<U>Outstanding Company Common Stock</U>&#148;); or (B) the combined voting
power of the then-outstanding voting securities of the Company entitled to vote in the election of directors (the &#147;<U>Outstanding Company Voting Securities</U>&#148;); but excluding any acquisition by the Company or any of its Affiliates or by
any employee benefit plan sponsored or maintained by the Company or any of its Affiliates; </P>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) a change in the composition of the Board such that members of the Board
during any consecutive 12-month period (the &#147;<U>Incumbent Directors</U>&#148;) cease to constitute a majority of the Board.&nbsp;Any person becoming a director through election or nomination for election approved by a valid vote of at least two
thirds of the Incumbent Directors shall be deemed an Incumbent Director; <U>provided</U>, <U>however</U>, that no individual becoming a director as a result of an actual or threatened election contest, as such terms are used in Rule 14a-12 of
Regulation 14A promulgated under the Exchange Act, or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed an Incumbent Director; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) the approval by the shareholders of the Company of a plan of complete dissolution or liquidation of the Company; or </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) the consummation of a reorganization, recapitalization, merger, consolidation, statutory share exchange or similar form of
corporate transaction involving the Company (a &#147;<U>Business Combination</U>&#148;), or sale, transfer or other disposition of all or substantially all of the business or assets of the Company to an entity that is not an Affiliate of the Company
(a &#147;<U>Sale</U>&#148;), unless immediately following such Business Combination or Sale:&nbsp;(A) more than 50% of the total voting power of the entity resulting from such Business Combination or the entity that acquired all or substantially all
of the business or assets of the Company in such Sale (in either case, the &#147;<U>Surviving Company</U>&#148;), or the ultimate parent entity that has Beneficial Ownership of sufficient voting power to elect a majority of the board of directors
(or analogous governing body) of the Surviving Company (the &#147;<U>Parent Company</U>&#148;), is represented by the Outstanding Company Voting Securities that were outstanding immediately prior to such Business Combination or Sale (or, if
applicable, is represented by shares into which the Outstanding Company Voting Securities were converted pursuant to such Business Combination or Sale), and such voting power among the holders thereof is in substantially the same proportion as the
voting power of the Outstanding Company Voting Securities among the holders thereof immediately prior to the Business Combination or Sale, (B) no Person or related group of Persons (other than any employee benefit plan sponsored or maintained by the
Surviving Company or the Parent Company), is or becomes the beneficial owner, directly or indirectly, of 50% or more of the total </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">
voting power of the outstanding voting securities eligible to elect members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent Company,
the Surviving Company) and (C) at least a majority of the members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent Company, the Surviving Company) following the consummation of the Business
Combination or Sale were Board members at the time of the Board&#146;s approval of the execution of the initial agreement providing for such Business Combination or Sale. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(c) &#147;<U>Cause</U>&#148; means (i) Executive&#146;s willful and continued failure to perform Executive&#146;s duties with the Company;
(ii) Executive&#146;s willful and continued failure to follow and comply with the written policies of the Company as in effect from time to time; (iii) Executive&#146;s willful commission of an act of fraud or dishonesty resulting in economic or
financial injury to the Company; (iv) Executive&#146;s willful engagement in illegal conduct or gross misconduct; (v) Executive&#146;s willful breach of this Agreement; or (vi) Executive&#146;s indictment for, conviction of, or a plea of guilty or
nolo contendere to any felony or other crime involving moral turpitude.&nbsp;No act or failure to act will be treated as willful if it is done, or omitted to be done, by Executive in good faith and with a good faith belief that such act or omission
was in the best interests of the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(d) &#147;<U>Control</U>&#148; (including, with correlative meanings, the terms
&#147;<U>Controlled by</U>&#148; and &#147;<U>under common Control with</U>&#148;), as used with respect to any Person, means the direct or indirect possession of the power to direct or cause the direction of the management or policies of such
Person, whether through the ownership of voting securities or by contract.</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(e) &#147;<U>Disability</U>&#148; means Executive would be
entitled to long-term disability benefits under the Company&#146;s long-term disability plan as in effect from time to time, without regard to any waiting or elimination period under such plan and assuming for the purpose of such determination that
Executive is actually participating in such plan at such time.&nbsp;If the Company does not maintain a long-term disability plan, &#147;<U>Disability</U>&#148; means Executive&#146;s inability to perform Executive&#146;s duties and responsibilities
hereunder on a full-time basis for a consecutive period of one hundred eighty (180) days due to physical or mental illness or incapacity that is determined to be total and permanent by a physician selected by the Company or its insurers and
reasonably acceptable to Executive or Executive&#146;s legal representative. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(f) &#147;<U>Good Reason</U>&#148; means the occurrence,
without the consent of Executive, of either of the following events: (i) any material diminution of, or modification to, Executive&#146;s title, duties, responsibilities, authorities, or terms of employment set forth in <U>Section 3</U> or (ii) any
breach by the Company of any of its material obligations to Executive.&nbsp;Prior to resigning for Good Reason, Executive shall give written notice to the Company of the facts and circumstances claimed to provide a basis for such resignation not
more than sixty (60) days following Executive&#146;s knowledge of such facts and circumstances, and the Company shall have ten (10) business days after receipt of such notice to cure (and if so cured, Executive shall not be permitted to resign for
Good Reason in respect thereof) and Executive shall resign within ten (10) business days following the Company&#146;s failure to cure.</P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(g) &#147;<U>Person</U>&#148; means any individual, firm, corporation, partnership, limited liability company, trust, joint venture,
association, unincorporated entity, or other entity. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>3.</B> <B>Duties and Responsibilities.</B>&nbsp;The Company hereby employs Executive, and
Executive hereby accepts employment, subject to the terms and conditions contained herein, during the Term, as the Executive Vice President and Chief Operating Officer.&nbsp;During the Term, Executive agrees to be employed by and devote all of
Executive&#146;s business time and attention to the Company and the promotion of its interests and to use Executive&#146;s best efforts to faithfully and diligently serve the Company; <U>provided</U>, <U>however</U>, that, to the extent that such
activities do not significantly interfere with the performance of Executive&#146;s duties, services, and responsibilities under this Agreement, Executive shall be permitted to (a) manage Executive&#146;s personal, financial, and legal affairs, (b)
serve on civic or charitable boards and committees of such boards and (c) to the extent approved by the Board of Directors of the Company (the &#147;<U>Board</U>&#148;) pursuant to a duly authorized resolution of the Board, serve on corporate boards
and committees of such boards.&nbsp;Executive will report solely to the Chief Executive Officer.&nbsp;Executive will perform such lawful duties and responsibilities as are commensurate with Executive&#146;s titles and positions, and such other
duties and responsibilities commensurate with Executive&#146;s titles and positions as may be reasonably requested by the Chief Executive Officer and the Board from time to time. Executive will have the authority customarily exercised by an
individual serving as an Executive Vice President and Chief Operating Officer of a corporation of the size and nature of the Company.&nbsp;Executive&#146;s place of employment will be in Dallas, Texas. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>4.</B> <B>Compensation and Related Matters.</B>&nbsp;(a)&nbsp;<U>Base Salary</U>.&nbsp;During the Term, Executive shall receive an
aggregate annual base salary (&#147;<U>Base Salary</U>&#148;) at an initial rate of $750,000, payable in accordance with the Company&#146;s applicable payroll practices. Base Salary shall be reviewed annually by the Board and increased (but not
decreased) in the Board&#146;s sole discretion. References in this Agreement to Base Salary shall be deemed to refer to the most recently effective annual base salary rate. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(b) <U>Annual Bonus</U>.&nbsp;During the Term, Executive shall be eligible to receive a cash bonus (the &#147;<U>Annual Bonus</U>&#148;) for
each year (or portion thereof) (beginning with calendar year 2016), provided that, except as otherwise provided herein, Executive has remained employed by the Company as of the applicable payment date.&nbsp;Executive&#146;s target bonus opportunity
for any particular year (the &#147;<U>Target Bonus</U>&#148;) shall be 90% of Base Salary, and Executive&#146;s maximum bonus opportunity shall be 200% of the Target Bonus.&nbsp;The Annual Bonus shall be subject to performance metrics approved by
the Board based on key short-term objectives and shall be at the full discretion of the Board.&nbsp;For the Annual Bonus paid in respect of 2016, the Board shall consider alternatives to compensate Executive for 2016 (e.g., paying a full-year payout
based on stub year performance or an agreed upon Annual Bonus to be paid in the normal bonus cycle).&nbsp;Any Annual Bonus shall be paid in the fiscal year following the fiscal year to which such Annual Bonus relates, at the same as annual bonuses
are paid to all other senior executives. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(c) <U>Equity Compensation</U>.&nbsp;Executive shall be entitled to receive equity compensation
awards as described in <U>Exhibit&nbsp;A</U>.</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">4 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(d) <U>Benefits and Perquisites</U>.&nbsp;During the Term, Executive shall be entitled to
participate in the benefit plans (including, without limitation, life insurance) and programs and receive perquisites that are provided by the Company from time to time for its senior executives generally, subject to the terms and conditions of such
plans and programs and commensurate with Executive&#146;s position.&nbsp;During the Term, Executive shall be entitled to up to $15,000 per year for tax and financial planning. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(e) <U>Business Expense Reimbursements</U>.&nbsp;During the Term, the Company shall promptly reimburse Executive for Executive&#146;s
reasonable and necessary business expenses in accordance with the Company&#146;s then-prevailing policies and procedures for expense reimbursement (which shall include appropriate itemization and substantiation of expenses incurred).</P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(f) <U>Indemnification</U>.&nbsp;The Company shall indemnify and hold harmless Executive, to the fullest extent permitted by law and the
Company&#146;s governing documents, against all claims, expenses, damages, liabilities, and losses incurred by Executive (whether before or after the Effective Date) by reason of the fact that Executive is or was, or had agreed to become, a
consultant, director, officer, employee, agent, or fiduciary of the Company or any of its subsidiaries or Affiliates or predecessors of any of the foregoing, or any benefit plan of any of the foregoing, or is or was serving at the request of the
Company as a consultant, director, officer, partner, venturer, proprietor, trustee, employee, agent, fiduciary, or similar functionary of another corporation, partnership, joint venture, business, person, trust, employee benefit plan, or other
entity.&nbsp;The Company shall provide Executive with customary directors&#146; and officers&#146; liability insurance coverage both during and after the Term with regard to matters occurring during employment or while otherwise providing services
to, or serving at the request of, the Company or any of its subsidiaries or Affiliates, or any benefit plan of any of the foregoing, which coverage shall be at a level at least equal to the greatest level being maintained at such time for any
current officer or director and shall continue until such time as suits can no longer be brought against Executive as a matter of law.&nbsp;Executive will be entitled to advancement of expenses in connection with any claim in the same manner and to
the same extent to which any other officer or director of the Company is entitled.&nbsp;Notwithstanding the foregoing, the Company shall not be required to indemnify or advance expenses to Executive in connection with (i) any dispute in connection
with this Agreement or Executive&#146;s employment hereunder; (ii) any action, claim, or proceeding initiated by Executive against the Company unless such action, claim, or proceeding is approved in advance by the Board in writing or (iii) any
liabilities, damages, claims or expenses incurred that are attributable to Executive&#146;s fraud, bad faith, willful misconduct, or gross negligence. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>5.</B> <B>Termination of Employment.</B>&nbsp;(a)&nbsp;Executive&#146;s employment under this Agreement may be terminated by either party
at any time and for any reason; <U>provided</U>, <U>however</U>, that Executive shall be required to give the Company at least sixty (60) days&#146; advance written notice of any voluntary resignation of Executive&#146;s employment hereunder (other
than resignation for Good Reason) (and in such event the Company in its sole discretion may elect to accelerate Executive&#146;s date of termination of employment, it being understood that such termination shall still be treated as a voluntary
resignation without Good Reason for purposes of this Agreement).&nbsp;Notwithstanding the foregoing, Executive&#146;s employment shall terminate automatically upon Executive&#146;s death.</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">5 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(b) Following any termination of Executive&#146;s employment under this Agreement, except as
provided under <U>Sections 5(c)</U>, <U>5(d)</U>, and 5(e), the obligations of the Company to pay or provide Executive with compensation and benefits under <U>Section 4</U> shall cease, and the Company shall have no further obligations to provide
compensation or benefits to Executive hereunder, except (i) for payment of any accrued but unpaid Base Salary and any accrued but unused vacation and for payment of any unreimbursed expenses under <U>Section 4(e)</U>, in each case accrued or
incurred through the date of termination of employment, payable as soon as practicable and in all events within thirty (30) days following the date of termination of employment, (ii) as explicitly set forth in any other benefit plans, programs, or
arrangements applicable to terminated employees in which Executive participates (including, without limitation, equity award agreements), other than severance plans or policies, and (iii) as otherwise expressly required by applicable law.&nbsp;For
the avoidance of doubt, except as otherwise provided below, any Unpaid Annual Bonus (as defined below) is forfeited if Executive&#146;s employment is terminated for any reason.</P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(c) If Executive&#146;s employment under this Agreement is terminated (i) by the Company without Cause (other than due to death or
Disability), (ii) by Executive for Good Reason, or (iii) due to expiration of the Term on the Expiration Date as a result of the Company delivering a notice of non-renewal as contemplated by <U>Section 1</U>, in addition to the payments and benefits
specified in <U>Section 5(b)</U>, Executive shall be entitled to receive: (i) severance pay in an aggregate amount (the &#147;<U>Severance Pay</U>&#148;) equal to, two times (2x) the sum of (A) Base Salary plus (B) (x) Target Bonus, if such
termination of employment occurs prior to the second (2<SUP STYLE="font-size:85%; vertical-align:top">nd</SUP>) anniversary of the Effective Date, or (y) the prior year&#146;s Annual Bonus, if such termination of employment occurs on or after the
second (2<SUP STYLE="font-size:85%; vertical-align:top">nd</SUP>) anniversary of the Effective Date; (ii) a prorated Annual Bonus in respect of the fiscal year of termination equal to the product of (x) the amount of Annual Bonus that would have
been payable to Executive had Executive&#146;s employment not so terminated based on actual performance measured through the fiscal year of termination, and (y) a fraction, the numerator of which is the number of days elapsed in the Company&#146;s
fiscal year in which the termination occurs through such termination and the denominator of which is the number of days in such fiscal year (the &#147;<U>Prorated Bonus</U>&#148;); (iii) any accrued but unpaid Annual Bonus in respect of the fiscal
year prior to the fiscal year of termination (the &#147;<U>Unpaid Annual Bonus</U>&#148;); and (iv) continued health insurance benefits under the terms of the applicable Company benefit plans for twenty-four (24) months, subject to Executive&#146;s
payment of the cost of such benefits to the same extent that active employees of the Company are required to pay for such benefits from time to time; <U>provided</U>, <U>however</U>, that such continuation coverage shall end earlier upon
Executive&#146;s becoming eligible for comparable coverage under another employer&#146;s benefit plans; and <U>provided</U>, <U>further</U>, that to the extent that the provision of such continuation coverage is not permitted under the terms of the
Company benefit plans or would result in an adverse tax consequence to the Company, the Company may alternatively provide Executive with a monthly cash payment in an amount equal to the applicable COBRA premium that Executive would otherwise be
required to pay to obtain COBRA continuation coverage for such benefits for twenty-four (24) months (assuming that COBRA continuation coverage were available for such period) (minus the cost of such benefits to the same extent that active employees
of the Company are required to pay for such benefits from time to time) (the &#147;<U>Severance Benefits</U>&#148;), commencing as provided in <U>Section 23(c)</U>.&nbsp;The Severance Pay shall be paid in equal installments during the twenty-four
(24) month period following Executive&#146;s termination in accordance with the Company&#146;s regular payroll practices, </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">6 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
but no less frequently than monthly, and commencing as provided in <U>Section 23(c)</U> below.&nbsp;The Unpaid Annual Bonus shall be paid on the date bonuses are paid to other executives during
the fiscal year of Executive&#146;s termination and the Prorated Bonus shall be paid on the date bonuses are paid to other executives of the Company in the year following the fiscal year of Executive&#146;s termination.</P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(d) Notwithstanding anything herein to the contrary, if at any time within eighteen (18) months following a Change in Control,
Executive&#146;s employment under this Agreement is terminated (i)&nbsp;by the Company without Cause (other than due to death or Disability), (ii)&nbsp;by Executive for Good Reason, or (iii)&nbsp;due to expiration of the Term on the Expiration Date
as a result of the Company delivering a notice of non-renewal as contemplated by <U>Section 1</U>, then Executive, in lieu of any of the amounts and benefits described in <U>Section 5(c)</U> and in addition to the payments and benefits specified in
<U>Section 5(b)</U>, shall be entitled to receive (i) the Unpaid Annual Bonus, (ii)&nbsp;2.99 times the sum of (A)&nbsp;Base Salary plus (B)&nbsp;Target Bonus (the &#147;<U>CIC Severance Pay</U>&#148;), (iii)&nbsp;the product of (x) the Target
Bonus, and (y) a fraction, the numerator of which is the number of days elapsed in the Company&#146;s fiscal year in which the termination occurs through such termination and the denominator of which is the number of days in such fiscal year (the
&#147;<U>Prorated CIC Bonus</U>&#148;), and (iv) the Severance Benefits for twenty-four (24) months (as described above and commencing as provided in <U>Section 23(c)</U>).&nbsp;The CIC Severance Pay and the Prorated CIC Bonus shall be paid in cash
in a lump sum on the first payroll following the satisfaction of the Release Condition, subject to <U>Section 23(c)</U>; provided, however, if the Change in Control does not constitute a &#147;change in the ownership or effective control of the
corporation, or in the ownership of a substantial portion of the assets of the corporation&#148; within the meaning of Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended (the &#147;<U>Code</U>&#148;), the portion of the CIC
Severance Pay that is not in excess of the Severance Pay that would have been payable upon such termination if <U>Section 5(c)</U> applied shall be paid to Executive in equal monthly installments during the twenty-four (24) month period following
Executive&#146;s termination in accordance with the Company&#146;s regular payroll practices, but no less frequently than monthly, and commencing as provided in <U>Section 23(c)</U> below, and the portion of the CIC Severance Pay in excess of such
amount shall be paid to Executive in a lump sum 60 days after the consummation of the Change in Control.&nbsp;The Unpaid Annual Bonus shall be paid on the date bonuses are paid to other executives during the fiscal year of Executive&#146;s
termination. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(e) If Executive&#146;s employment under this Agreement is terminated due to death or Disability, in addition to the
payments and benefits specified in <U>Section 5(b)</U>, Executive shall be entitled to receive (i) the Prorated Bonus, paid on the date bonuses are paid to other executives of the Company in the year following the fiscal year of Executive&#146;s
termination and (ii) the Unpaid Annual Bonus, paid on the date bonuses are paid to other executives of the Company in the fiscal year of Executive&#146;s termination. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(f) Executive&#146;s entitlement to the payments and benefits set forth in <U>Sections 5(c)</U> and <U>5(d)</U> shall be conditioned upon
Executive&#146;s having provided an irrevocable waiver and release of claims in favor of the Company, its Affiliates, their respective predecessors and successors, and all of the respective current or former directors, officers, employees,
shareholders, partners, members, agents, or representatives of any of the foregoing (collectively, the &#147;<U>Released Parties</U>&#148;), substantially in the form attached hereto as <U>Exhibit B</U> (the &#147;<U>Release</U>&#148;),
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">7 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
that has become effective in accordance with its terms within sixty (60) days following Executive&#146;s termination of employment (the &#147;<U>Release Condition</U>&#148;), and Executive&#146;s
continued compliance with <U>Sections 6</U> and <U>7</U> hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(g) Upon termination of Executive&#146;s employment for any reason, and
regardless of whether Executive continues as a consultant to the Company, upon the Company&#146;s request Executive agrees to resign, as of the date of such termination of employment or such other date requested, from the Board and any committees
thereof, and, if applicable, from the board of directors (and any committees thereof) of any Affiliate of the Company to the extent Executive is then serving thereon.&nbsp;The Company&#146;s obligations to make the payments provided for in this
Agreement are subject to set-off for any undisputed amounts owed by Executive, to the extent permitted by Section 409A (as defined below) and any Company clawback policy. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(h) The payment of any amounts accrued under any benefit plan, program, or arrangement in which Executive participates shall be subject to
the terms of the applicable plan, program, or arrangement, and any elections Executive has made thereunder.</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(i) Following any termination
of Executive&#146;s employment, Executive shall have no obligation to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement.&nbsp;There shall be no
offset against amounts due Executive under this Agreement on account of any remuneration attributable to later employment, consultancy, or other remunerative activity of Executive. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>6. Confidential Information.</B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(a) Executive acknowledges that the Company and its Affiliates continually develop Confidential Information (as defined below), that
Executive may develop Confidential Information for the Company or its Affiliates and that Executive may learn of Confidential Information during the course of Executive&#146;s employment.&nbsp;Executive will comply with the policies and procedures
of the Company and its Affiliates for protecting Confidential Information and shall not disclose to any Person or use, other than as required by applicable law or for the proper performance of Executive&#146;s duties and responsibilities to the
Company and its Affiliates, any Confidential Information obtained by Executive incident to Executive&#146;s employment or other association with the Company or any of its Affiliates.&nbsp;Executive understands that this restriction shall continue to
apply after Executive&#146;s employment terminates, regardless of the reason for such termination. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(b) All documents, records, tapes,
and other media of every kind and description relating to the business, present or otherwise, of the Company or its Affiliates and any copies, in whole or in part, thereof (the &#147;<U>Documents</U>&#148;), whether or not prepared by Executive,
shall be the sole and exclusive property of the Company and its Affiliates.&nbsp;Executive shall safeguard all Documents and shall surrender to the Company at the time Executive&#146;s employment terminates, or at such earlier time or times as the
Company may specify, all Documents then in Executive&#146;s possession or control.&nbsp;Executive shall immediately return such Documents and other property to the Company upon the termination of Executive&#146;s employment and, in any event, at the
Company&#146;s request.&nbsp;Executive further agrees that any property situated </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">8 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
on the premises of, and owned by, the Company or its Affiliates, including disks and other storage media, filing cabinets, or other work areas, is subject to inspection by the Company&#146;s
personnel at any time with or without notice.</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(c) Executive understands that nothing contained in this Agreement limits Executive&#146;s
ability to file a charge or complaint with the Securities and Exchange Commission (&#147;<U>SEC</U>&#148;). Executive further understands that this Agreement does not limit Executive&#146;s ability to communicate with the SEC or otherwise
participate in any investigation or proceeding that may be conducted by the SEC, including providing documents or other information, without notice to the Company. This Agreement does not limit Executive&#146;s right to receive an award for
information provided to the SEC.&nbsp;This <U>Section</U><U> 6(c)</U> applies only for the period of time that the Company is subject to the Dodd-Frank Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(d) &#147;<U>Confidential Information</U>&#148; means any and all information of the Company and its Affiliates that is not generally known
by others with whom they compete or do business, or with whom any of them plans to compete or do business and any and all information, publicly known in whole or in part or not, which, if disclosed by the Company or its Affiliates would assist in
competition against them.&nbsp;Confidential Information includes, without limitation, such information relating to (i)&nbsp;the development, research, testing, manufacturing, marketing and financial activities of the Company and its Affiliates,
(ii)&nbsp;all products planned, researched, developed, tested, manufactured, sold, licensed, leased or otherwise distributed or put into use by the Company and its Affiliates, together with all services provided or planned by the Company or any of
its Affiliates, during Executive&#146;s employment, (iii)&nbsp;the costs, sources of supply, financial performance and strategic plans of the Company and its Affiliates, (iv)&nbsp;the identity and special needs of the customers of the Company and
its Affiliates and (v)&nbsp;the people and organizations with whom the Company and its Affiliates have business relationships and those relationships.&nbsp;Confidential Information also includes any information that the Company or any of its
Affiliates have received, or may receive hereafter, belonging to customers or others with any understanding, express or implied, that the information would not be disclosed. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>7.</B> <B>Restricted Activities.</B>&nbsp;Executive agrees that some restrictions on Executive&#146;s activities during and after
Executive&#146;s employment are necessary to protect the goodwill, Confidential Information, and other legitimate interests of the Company and its Affiliates.&nbsp;Following the Effective Date, the Company will provide Executive with access to and
knowledge of Confidential Information and trade secrets and will place Executive in a position of trust and confidence with the Company, and Executive will benefit from the Company&#146;s goodwill.&nbsp;The restrictive covenants below are necessary
to protect the Company&#146;s legitimate business interests in its Confidential Information, trade secrets and goodwill. Executive further understands and acknowledges that the Company&#146;s ability to reserve these for the exclusive knowledge and
use of the Company is of great competitive importance and commercial value to the Company and that the Company would be irreparably harmed if Executive violates the restrictive covenants below.&nbsp;In recognition of the consideration provided to
Executive as well as the imparting to Executive of Confidential Information, including trade secrets, and for other good and valuable consideration, Executive hereby agrees as follows: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(a) While Executive is employed by the Company and for twenty-four (24) months after Executive&#146;s employment terminates for any reason,
whether before or after the </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">9 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
Expiration Date (in the aggregate, the &#147;<U>Non-Competition Period</U>&#148;), Executive shall not, directly or indirectly, whether as owner, partner, investor (other than a passive investor
of less than 5% in a publicly traded company), consultant, agent, employee, co-venturer, or otherwise, (i) compete with the business of the Company or any of its subsidiaries in any location where the Company or its subsidiaries conducts business (a
&#147;<U>Competitive Business</U>&#148;) or (ii) undertake any planning for any Competitive Business.&nbsp;With respect to the portion of the Non-Competition Period that follows Executive&#146;s termination of employment, the determination of
whether a business is a Competitive Business shall be made based on the scope and location of the businesses conducted or planned to be conducted by the Company and its subsidiaries as of the date of such termination. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(b) Executive agrees that, during Executive&#146;s employment with the Company, Executive will not undertake any outside activity, whether or
not competitive with the business of the Company or its Affiliates, that would reasonably give rise to a conflict of interest or otherwise interfere with Executive&#146;s duties and obligations to the Company or any of its Affiliates. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(c) Executive further agrees that, during the Non-Competition Period, Executive will not solicit, hire, or attempt to solicit or hire any
employee of the Company or any of its Affiliates (or any individual who was employed by the Company or any of its Affiliates during the one (1) year period prior to Executive&#146;s termination), assist in such hiring by any Person, encourage any
such employee to terminate his or her relationship with the Company or any of its Affiliates, or solicit or encourage any customer, client, or vendor of the Company or any of its Affiliates to terminate or diminish its relationship with them, or, in
the case of a customer, to conduct with any Person any business or activity which such customer conducts with the Company or any of its Affiliates.</P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(d) Executive shall not, whether in writing or orally, malign, denigrate, or disparage the Company or its Affiliates, or their respective
predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents, or representatives of any of the foregoing, with respect to any of their respective past or present activities, or
otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light.&nbsp;The Company shall direct its directors and officers not to, whether in writing or orally, malign,
denigrate, or disparage Executive with respect to any of Executive&#146;s past or present activities, or otherwise publish (whether in writing or orally) statements that are intended to portray Executive in an unfavorable light.</P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(e) Executive&#146;s and the Company&#146;s obligations under this <U>Section 7</U>, as applicable, shall continue beyond the termination of
Executive&#146;s employment with the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>8.</B> <B>Notification Requirement.</B>&nbsp;Through and up to the conclusion of the
Non-Competition Period, Executive shall give notice to the Company of each new business activity he plans to undertake, at least seven (7) days prior to beginning any such activity.&nbsp;Such notice shall state the name and address of the Person for
whom such activity is undertaken and the nature of Executive&#146;s business relationship(s) and position(s) with such Person.</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">10 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>9.</B> <B>Intellectual Property Rights</B>.&nbsp;(a)&nbsp;Executive agrees that the results
and proceeds of Executive&#146;s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods,
developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, writing and other works of authorship) resulting from services performed while an employee of the Company and any works in progress,
whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived, or reduced to practice or learned by Executive, either alone or jointly with others (collectively, &#147;<U>Inventions</U>&#148;),
shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, and other intellectual property rights (collectively, &#147;<U>Proprietary Rights</U>&#148;) of
whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized, or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment
to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then
Executive hereby irrevocably assigns and agrees to assign any and all of Executive&#146;s right, title, and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing,
contemplated, recognized, or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any
Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(b) Executive agrees that, from time to time, as may be requested by the Company and at the Company&#146;s sole cost and expense, Executive
shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company&#146;s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in
any such Inventions, including the execution of appropriate copyright and patent applications or assignments. To the extent that Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive
unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This <U>Section 9(b)</U> is subject to and shall not be deemed to limit, restrict, or constitute any waiver by the Company of any Proprietary Rights of ownership to
which the Company may be entitled by operation of law by virtue of the Company&#146;s being Executive&#146;s employer. Executive shall execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as
the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify, and deliver assignments of
such Proprietary Rights to the Company or its designees. Executive&#146;s obligations under this <U>Section 9</U> shall continue beyond the termination of Executive&#146;s employment with the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter
have for infringement of any Proprietary Rights assigned hereunder to the Company. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">11 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>10.</B> <B>Remedies and Injunctive Relief.</B>&nbsp;Executive acknowledges that a violation by
Executive of any of the covenants contained in <U>Sections 6</U>, <U>7</U>, <U>8</U>, or <U>9</U> would cause irreparable damage to the Company in an amount that would be material but not readily ascertainable, and that any remedy at law (including
the payment of damages) would be inadequate.&nbsp;Accordingly, Executive agrees that, notwithstanding any provision of this Agreement to the contrary, the Company shall be entitled (without the necessity of showing economic loss or other actual
damage) to injunctive relief (including temporary restraining orders, preliminary injunctions, and permanent injunctions) in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in <U>Sections
6</U>, <U>7</U>, <U>8</U>, or <U>9</U> in addition to any other legal or equitable remedies it may have.&nbsp;The preceding sentence shall not be construed as a waiver of the rights that the Company may have for damages under this Agreement or
otherwise, and all of the Company&#146;s rights shall be unrestricted. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>11.</B> <B>Representations; Advice of Counsel.</B>
(a)&nbsp;Executive represents, warrants, and covenants that as of the date hereof:&nbsp;(i) Executive has the full right, authority, and capacity to enter into this Agreement and perform Executive&#146;s obligations hereunder, (ii) Executive is not
bound by any agreement that conflicts with or prevents or restricts the full performance of Executive&#146;s duties and obligations to the Company hereunder during or after the Term, and (iii) the execution and delivery of this Agreement shall not
result in any breach or violation of, or a default under, any existing obligation, commitment, or agreement to which Executive is subject.</P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(b) Prior to execution of this Agreement, Executive was advised by the Company of Executive&#146;s right to seek independent advice from an
attorney of Executive&#146;s own selection regarding this Agreement.&nbsp;Executive acknowledges that Executive has entered into this Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Agreement
after being given the opportunity to consult with counsel.&nbsp;Executive further represents that in entering into this Agreement, Executive is not relying on any statements or representations made by any of the Company&#146;s directors, officers,
employees, or agents that are not expressly set forth herein, and that Executive is relying only upon Executive&#146;s own judgment and any advice provided by Executive&#146;s attorney. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(c) The Company represents, warrants, and covenants that as of the date hereof:&nbsp;(i) the Company has the full right, authority, and
capacity to enter into this Agreement and perform the Company&#146;s obligations hereunder, (ii) the Company is not bound by any agreement that conflicts with or prevents or restricts the full performance of the Company&#146;s obligations to
Executive hereunder during or after the Term, and (iii) the execution and delivery of this Agreement shall not result in any breach or violation of, or a default under, any existing obligation, commitment, or agreement to which the Company is
subject. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>12.</B> <B>Cooperation.</B>&nbsp;Executive agrees that, upon reasonable notice and without the necessity of the
Company&#146;s obtaining a subpoena or court order, Executive shall provide reasonable cooperation in connection with any suit, action, or proceeding (or any appeal from any </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">12 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
suit, action, or proceeding), and any investigation or defense of any claims asserted against the Company or its Affiliates, that relates to events occurring during Executive&#146;s employment
with the Company and its Affiliates as to which Executive may have relevant information (including but not limited to furnishing relevant information and materials to the Company or its designee and providing testimony at depositions and at trial);
<U>provided</U>, that with respect to such cooperation occurring following termination of employment, the Company shall reimburse Executive for expenses reasonably incurred in connection therewith. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>13.</B> <B>Withholding.</B>&nbsp;The Company may deduct and withhold from any amounts payable under this Agreement such federal, state,
local, non-U.S., and other taxes as are required to be withheld pursuant to any applicable law or regulation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>14.</B>
<B>Assignment.</B><B>&nbsp;</B>Neither the Company nor Executive may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other party; <U>provided</U>, that the
Company may assign its rights under this Agreement without the consent of Executive to a successor to substantially all of the business of the Company in the event that the Company shall effect a reorganization, consolidate with or merge into any
other corporation, partnership, organization, or other entity, or transfer all or substantially all of its properties or assets to any other corporation, partnership, organization, or other entity.&nbsp;This Agreement shall inure to the benefit of
and be binding upon the Company and Executive, and their respective successors, executors, administrators, heirs, and permitted assigns. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>15.</B> <B>Governing Law; No Construction Against Drafter.</B>&nbsp;This Agreement shall be deemed made in the State of Delaware, and the
validity, interpretation, construction, and performance of this Agreement in all respects shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.&nbsp;No provision of this Agreement or any related
document will be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party&#146;s having or being deemed to have structured or drafted such provision.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>16.</B> <B>Consent to Jurisdiction; Waiver of Jury Trial.</B>&nbsp;(a)&nbsp;Except as otherwise specifically provided herein,
Executive and the Company each hereby irrevocably submit to the exclusive jurisdiction of the federal courts located within the State of Delaware (or, if subject matter jurisdiction in such courts are not available, in any state court located within
the State of Delaware) over any dispute arising out of or relating to this Agreement.&nbsp;Except as otherwise specifically provided in this Agreement, the parties undertake not to commence any suit, action or proceeding arising out of or relating
to this Agreement in a forum other than a forum described in this <U>Section 16(a)</U>; <U>provided</U>, <U>however</U>, that nothing herein shall preclude either party from bringing any suit, action, or proceeding in any other court for the purpose
of enforcing the provisions of this <U>Section 16</U> or enforcing any judgment obtained by either party. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(b) The agreement of the
parties to the forum described in <U>Section 16(a)</U> is independent of the law that may be applied in any suit, action, or proceeding, and the parties agree to such forum even if such forum may under applicable law choose to apply non-forum
law.&nbsp;The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">13 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
any such suit, action, or proceeding brought in an applicable court described in <U>Section 16(a)</U>, and the parties agree that they shall not attempt to deny or defeat such personal
jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action, or proceeding brought in any applicable court
described in <U>Section 16(a)</U> shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(c)
The parties hereto irrevocably consent to the service of any and all process in any suit, action, or proceeding arising out of or relating to this Agreement by the mailing of copies of such process to such party at such party&#146;s address
specified in <U>Section 20</U>. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(d) Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may
have to a trial by jury in respect of any suit, action, or proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent, or attorney of any other party has represented, expressly or
otherwise, that such party would not, in the event of any action, suit, or proceeding, seek to enforce the foregoing waiver, and (ii) acknowledges that it and the other party hereto has been induced to enter into this Agreement by, among other
things, the mutual waiver and certifications in this <U>Section 16(d)</U>. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(e) Each party shall bear his or her or its own costs and
expenses (including reasonable attorneys&#146; fees and expenses) incurred in connection with any dispute arising out of or relating to this Agreement.</P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>17.</B> <B>Amendment; No Waiver; Severability.</B>&nbsp;(a)&nbsp;No provisions of this Agreement may be amended, modified, waived, or
discharged except by a written document signed by Executive and a duly authorized officer of the Company (other than Executive). The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be
considered a waiver of such party&#146;s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. No failure or delay by either party in exercising any right or power
hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right or power, or any abandonment of any steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any
other right or power. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(b) If any term or provision of this Agreement is invalid, illegal, or incapable of being enforced by any
applicable law or public policy, all other conditions and provisions of this Agreement shall nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by this Agreement is not affected
in any manner materially adverse to any party; <U>provided</U>, that in the event that any court of competent jurisdiction shall finally hold in a non-appealable judicial determination that any provision of <U>Sections 6</U> through <U>10</U>
(whether in whole or in part) is void or constitutes an unreasonable restriction against Executive, such provision shall not be rendered void but shall be deemed modified to the minimum extent necessary to make such provision enforceable for the
longest duration and the greatest scope as such court may determine constitutes a reasonable restriction under the circumstances. Subject to the foregoing, upon such determination that any term or other provision is invalid, illegal, or incapable of
being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be
consummated as originally contemplated to the fullest extent possible. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">14 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>18.</B> <B>Entire Agreement.</B>&nbsp;This Agreement constitutes the entire agreement and
understanding between the Company and Executive with respect to the subject matter hereof and supersedes all prior agreements and understandings (whether written or oral), between Executive and the Company, relating to such subject matter.&nbsp;None
of the parties shall be liable or bound to any other party in any manner by any representations and warranties or covenants relating to such subject matter except as specifically set forth herein. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>19.</B> <B>Survival.</B>&nbsp;The rights and obligations of the parties under the provisions of this Agreement shall survive, and remain
binding and enforceable, notwithstanding the expiration of the Term, the termination of this Agreement, the termination of Executive&#146;s employment hereunder or any settlement of the financial rights and obligations arising from Executive&#146;s
employment hereunder, to the extent necessary to preserve the intended benefits of such provisions.</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>20.</B> <B>Notices.</B>&nbsp;All
notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent by facsimile or sent, postage prepaid, by registered, certified, or express mail or overnight courier service and
shall be deemed given when so delivered by hand or facsimile, or if mailed, three days after mailing (one (1) business day in the case of express mail or overnight courier service) to the parties at the following addresses or facsimiles (or at such
other address for a party as shall be specified by like notice): </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="92%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>
<TD WIDTH="27%"></TD>
<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD WIDTH="71%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">If to the Company:</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">TCEH Corp.</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Attn: Corporate Secretary</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">1601 Bryan Street</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Dallas, TX 75201</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">If to Executive:</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">At the most recent address on file in the Company&#146;s records.</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">Notices delivered by facsimile shall have the same legal effect as if such notice had been delivered in
person. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>21.</B> <B>Headings and References.</B>&nbsp;The headings of this Agreement are inserted for convenience only, and neither
constitute a part of this Agreement nor affect in any way the meaning or interpretation of this Agreement.&nbsp;When a reference in this Agreement is made to a Section, such reference shall be to a Section of this Agreement unless otherwise
indicated. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>22.</B> <B>Counterparts.</B>&nbsp;This Agreement may be executed in one or more counterparts (including via facsimile and
electronic image scan (.pdf)), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties
and delivered to the other parties. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">15 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B>23.</B> <B>Section 409A.</B>&nbsp;(a)&nbsp;For purposes of this Agreement, &#147;<U>Section
409A</U>&#148; means Section 409A of the Code, and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time.&nbsp;The parties intend that any amounts payable
hereunder that could constitute &#147;deferred compensation&#148; within the meaning of Section 409A will be compliant with Section 409A or exempt from Section 409A.</P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(b) Notwithstanding anything in this Agreement to the contrary, the following special rule shall apply, if and to the extent required by
Section 409A, in the event that (i) Executive is deemed to be a &#147;specified employee&#148; within the meaning of Code Section 409A(a)(2)(B)(i) (as determined in accordance with the methodology established by the Company as in effect on the date
of Executive&#146;s &#147;separation from service&#148; (within the meaning of Treasury Regulations &#167; 1.409A-1(h)), (ii) amounts or benefits under this Agreement or any other program, plan, or arrangement of the Company or a controlled group
affiliate thereof are due or payable on account of separation from service, and (iii) Executive is employed by a public company or a controlled group affiliate thereof: payments hereunder that are &#147;deferred compensation&#148; subject to Section
409A that would be made to Executive prior to the date that is six (6) months after the date of Executive&#146;s separation from service shall be made within 10 business days after such six (6) month date or, if earlier, ten (10) days following the
date of Executive&#146;s death; following any applicable delay, all such delayed payments, without interest will be paid in a single lump sum on the earliest permissible payment date.</P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(c) Except to the extent required to be delayed pursuant to <U>Section</U><U>&nbsp;</U><U>23(b)</U>, any payment or benefit due or payable on
account of Executive&#146;s separation from service to which this <U>Section 23(c)</U> applies shall be paid or commence, as applicable, upon the first scheduled payroll date immediately after the date the Release Condition is satisfied (the
&#147;<U>Release Effective Date</U>&#148;); provided that, to the extent that such payment or benefit represents a &#147;deferral of compensation&#148; within the meaning of Section 409A and the sixty (60) day period following Executive&#146;s
separation from service spans two (2) taxable years, payment shall not be made or commence prior to January&nbsp;1 of the second taxable year.&nbsp;The first such cash payment shall include payment of all amounts that otherwise would have been due
prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon Executive&#146;s termination of employment, and any payments made thereafter shall continue as provided herein.&nbsp;The
delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following Executive&#146;s termination of employment. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(d) Each payment made under this Agreement (including each separate installment payment in the case of a series of installment payments)
shall be deemed to be a separate payment for purposes of Section 409A.&nbsp;Amounts payable under this Agreement shall be deemed not to be a &#147;deferral of compensation&#148; subject to Section 409A to the extent provided in the exceptions in
Treasury Regulations &#167;&#167; 1.409A-1(b)(4) (&#147;short-term deferrals&#148;) and (b)(9) (&#147;separation pay plans,&#148; including the exception under subparagraph (iii)) and other applicable provisions of Section 409A, and shall be paid
under any such exception to the maximum extent permitted. For purposes of this Agreement, with respect to payments of any amounts that are considered to be &#147;deferred compensation&#148; subject to Section 409A, references to &#147;termination of
employment,&#148; &#147;termination,&#148; or words and phrases of similar import, shall be deemed to refer to Executive&#146;s &#147;separation from service&#148; as defined in Section 409A, and shall be interpreted and
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">16 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
applied in a manner that is consistent with the requirements of Section 409A.&nbsp;In no event may Executive, directly or indirectly, designate the calendar year of any payment under this
Agreement.</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">(e) Notwithstanding anything to the contrary in this Agreement, any payment or benefit under this Agreement or otherwise that
is eligible for exemption from Section 409A pursuant to Treasury Regulation &#167; 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefits) shall be paid or provided to Executive only to the extent that the expenses are
not incurred, or the benefits are not provided, beyond the last day of the second calendar year following the calendar year in which Executive&#146;s &#147;separation from service&#148; occurs; and <U>provided</U>, <U>further</U>, that such expenses
are reimbursed no later than the last day of the second calendar year following the calendar year in which Executive&#146;s &#147;separation from service&#148; occurs.&nbsp;To the extent that any indemnification payment, expense reimbursement, or
provision of any in-kind benefit is determined to be subject to Section 409A (and not exempt pursuant to the prior sentence or otherwise), the amount of any such indemnification payment or expenses eligible for reimbursement, or the provision of any
in-kind benefit, in one (1) calendar year shall not affect the indemnification payment or provision of in-kind benefits or expenses eligible for reimbursement in any other calendar year (except for any lifetime or other aggregate limitation
applicable to medical expenses to the extent permitted by Section 409A), such indemnification, reimbursement, or in-kind benefits shall be provided for the period set forth in this Agreement, or if no such period is set forth, during
Executive&#146;s lifetime, in no event shall any indemnification payment or expenses be reimbursed after the last day of the calendar year following the calendar year in which Executive incurred such indemnification payment or expenses, and in no
event shall any right to indemnification payment or reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">17 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">IN WITNESS WHEREOF, this Agreement has been duly executed by the parties as of the date first
written above. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>
<TD WIDTH="12%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="87%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>TCEH Corp.</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Carrie Lee Kirby</P></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Carrie Lee Kirby</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Chief Administrative Officer</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>JAMES A. BURKE</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ James A. Burke</P></TD></TR>
</TABLE></DIV> <P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><I>[Signature Page to
Employment Agreement] </I></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>Exhibit A </U></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>
<TD WIDTH="22%"></TD>
<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD WIDTH="76%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><B>OIP:</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Equity awards to be subject to the terms of the Company&#146;s Omnibus Incentive Plan.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><B>Initial Equity Award:</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Upon or as soon as practicable after the Effective Date, the Company will award Executive restricted stock units and stock options to purchase shares of the Company&#146;s common stock, with an aggregate grant date fair market value
as determined by the Board for accounting purposes of $4,000,000.&nbsp;Such restricted stock units or stock options, as applicable, to vest ratably over 4 years (25% each year). Allocation between restricted stock units and stock options to be
determined by the Board.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><B>Annual Equity Awards:</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Following the first anniversary of the Effective Date, Executive will be granted annual equity awards in an amount determined by the Board.&nbsp;Such awards may be in the form of options, restricted stock units, performance shares,
or any other form as approved by the Board.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><B>Involuntary Termination Without Cause / Resignation for Good Reason / Non-Renewal of Term by the Company:</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Subject to delivery (and non-revocation) of the Release and continued compliance with Sections 6 and 7 of this Agreement, accelerated vesting of the portion of Executive&#146;s outstanding equity awards that would have vested in the
12 months following termination had Executive remained employed (fully vested options to remain exercisable for 90 days following termination or, if Executive is subject Section 16 of the Exchange Act as of such Termination, 180 days from the date
of such termination (or until the option&#146;s regular expiration date, if shorter)).</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><B>Termination with Cause / Resignation Without Good Reason / Non-Renewal of the Term by Executive</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">All options and other outstanding awards (unvested and vested) are forfeited upon a termination for Cause.&nbsp;On any other termination, Executive will retain all vested awards (forfeits unvested), and vested options remain
exercisable for 30 days following termination or, if Executive is subject Section 16 of the Exchange Act as of such Termination, 180 days from the date of such termination (or until the option&#146;s regular expiration date, if shorter).</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><B>Death / Disability</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Accelerated vesting of the portion of Executive&#146;s equity awards that would have vested in the 12 months following termination had he remained employed (fully vested options to remain exercisable for one year following
termination (or until the option&#146;s regular expiration date, if shorter)).</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><B>Involuntary Termination Without Cause / Resignation for Good Reason / Non-Renewal of Term by the Company Following a Change in Control:</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">All equity awards that were outstanding at the time of the Change in Control will vest upon such termination.</TD></TR>
</TABLE>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>Exhibit B </U></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>Release of Claims </U></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">As
used in this Release of Claims (this &#147;<U>Release</U>&#148;), the term &#147;claims&#148; will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, proceedings, obligations, debts, accounts,
attorneys&#146; fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise.&nbsp;Capitalized terms used but not defined in this Release will have the meanings given to them in the employment agreement
dated October 4, 2016 between TCEH Corp. (the&nbsp;&#147;<U>Company</U>&#148;) and James A. Burke (my&nbsp;&#147;<U>Employment Agreement</U>&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For and in consideration of the severance payments and benefits, and other good and valuable consideration, I, for and on behalf of myself and
my executors, heirs, administrators, representatives, and assigns, hereby agree to release and forever discharge the Company and each of its direct and indirect parent and subsidiary entities, and all of their respective predecessors, successors,
and past, current, and future parent entities, affiliates, subsidiary entities, investors, directors, shareholders, members, officers, general or limited partners, employees, attorneys, agents, and representatives, and the employee benefit plans in
which I am or have been a participant by virtue of my employment with or service to the Company (collectively, the &#147;<U>Company Releasees</U>&#148;), from any and all claims that I have or may have had against the Company Releasees based on any
events or circumstances arising or occurring on or prior to the date hereof and arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever my employment by or service to the Company or the termination
thereof, including without limitation any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation,
defamation, intentional infliction of emotional distress, whistleblowing, or liability in tort, and claims of any kind that may be brought in any court or administrative agency, and any related claims for attorneys&#146; fees and costs, including,
without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. &#167; 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29
U.S.C. &#167; 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the &#147;<U>ADEA</U>&#148;); the Equal
Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. &#167; 2601 et seq.; the Fair Labor Standards Act of
1938, as amended, 29 U.S.C. &#167; 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. &#167; 1001 et seq.; and any similar state or local law.&nbsp;I agree further that this Release may be pleaded as a full defense to
any action, suit, arbitration, or other proceeding covered by the terms hereof that is or may be initiated, prosecuted, or maintained by me or my descendants, dependents, heirs, executors, administrators, or assigns.&nbsp;By signing this Release, I
acknowledge that I intend to waive and release all rights known or unknown that I may have against the Company Releasees under these and any other laws. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could
give rise to any claims under any of the laws </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">B-1 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
listed in the preceding paragraph and that I have not filed any claim against any of the Releasees before any local, state, federal, or foreign agency, court, arbitrator, mediator, arbitration or
mediation panel, or other body (each individually a&nbsp;&#147;<U>Proceeding</U>&#148;).&nbsp;I (i) acknowledge that I will not initiate or cause to be initiated on my behalf any Proceeding and will not participate in any Proceeding, in each case,
except as required by law or to the extent such Proceeding relates to a claim not waived hereunder; and (ii) waive any right that I may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding,
including any Proceeding conducted by the Equal Employment Opportunity Commission (&#147;<U>EEOC</U>&#148;), except in each case to the extent such Proceeding relates to a claim not waived hereunder.&nbsp;Further, I understand that, by executing
this Release, I will be limiting the availability of certain remedies that I may have against the Company and limiting also my ability to pursue certain claims against the Company Releasees. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a federal statute that,
among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Notwithstanding the generality
of the foregoing, I do not release (i)&nbsp;claims to receive my severance payments and benefits in accordance with the terms of the Employment Agreement, (ii) claims with respect to benefits to which I am entitled under the employee benefit and
compensation plans of the Company and its affiliates, including any rights to equity, (iii) claims to indemnification, or (iv)&nbsp;claims that cannot be waived by law.&nbsp;Further, nothing in this Release shall prevent me from (i) initiating or
causing to be initiated on my behalf any claim against the Company before any local, state, or federal agency, court, or other body challenging the validity of the waiver of my claims under the ADEA (but no other portion of such waiver); or (ii)
initiating or participating in an investigation or proceeding conducted by the EEOC. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">I acknowledge that I have been given at least
[21]/[45]<SUP STYLE="font-size:85%; vertical-align:top">1</SUP> days in which to consider this Release. I acknowledge further that the Company has advised me to consult with an attorney of my choice before signing this Release, and I have had
sufficient time to consider the terms of this Release. I represent and acknowledge that if I execute this Release before [21]/[45] days have elapsed, I do so knowingly, voluntarily, and upon the advice and with the approval of my legal counsel (if
any), and that I voluntarily waive any remaining consideration period. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">I understand that after executing this Release, I have the right
to revoke it within seven days after its execution.&nbsp;I understand that this Release will not become effective and enforceable unless the seven-day revocation period passes and I do not revoke the Release in writing.&nbsp;I understand that this
Release may not be revoked after the seven-day revocation period has passed.&nbsp;I understand also that any revocation of this Release must be made in writing and delivered to the Company at its principal place of business within the seven-day
period. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This Release will become effective, irrevocable, and binding on the eighth day after its execution, so long as I have not timely
revoked it as set forth above.&nbsp;I understand and acknowledge that I will not be entitled to the severance payments and benefits unless this Release is effective on or before the date that is sixty (60) days following the date of my termination
of employment. </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="line-height:8.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000;width:10%">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="2%" VALIGN="top" ALIGN="left"><SUP STYLE="font-size:85%; vertical-align:top">1</SUP>&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"><U>NTD</U>: To be selected based on whether applicable termination was &#147;in connection with an exit incentive or other employment termination program&#148; (as such phrase is defined in the Age Discrimination in
Employment Act of 1967). </TD></TR></TABLE>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">I hereby agree to waive any and all claims to re-employment with the Company or any of its
affiliates and affirmatively agree not to seek further employment with the Company or any of its affiliates. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The provisions of this
Release will be binding upon my heirs, executors, administrators, legal representatives, and assigns.&nbsp;If any provision of this Release will be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision
will be of no force or effect.&nbsp;The illegality or unenforceability of such provision, however, will have no effect upon and will not impair the enforceability of any other provision of this Release. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This Release will be governed in accordance with the laws of the State of Delaware, without reference to the principles of conflicts of
law.&nbsp;Any dispute or claim arising out of or relating to this Release or claim of breach hereof will be brought exclusively in the federal and state courts located within Delaware.&nbsp;By execution of this Release, I am waiving any right to
trial by jury in connection with any suit, action, or proceeding under or in connection with this Release. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>
<TD WIDTH="100%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">&nbsp;</P></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><B>James A. Burke</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">&nbsp;</P></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">DATE</TD></TR>
</TABLE></DIV>
</BODY></HTML>
</TEXT>
</DOCUMENT>
