Datasets:

hugsid

/

legal-contracts

like 2

(3)Continued coverage under Companys employee benefit plans (other than 401(k) or pension benefit coverage) after termination of employment for Executive and his eligible dependents, as and when provided under the Severance Policy, and subject to the payment of applicable premiums or other costs, all in accordance with the terms of the Severance Policy and the applicable benefit plans (including, without limitation, cessation of such benefits due to receiving similar benefit coverage from a new employer).

(5)For any period COBRA coverage under Companys group health plans is in effect for Executive and/or Executives qualified beneficiaries during the first six (6)months after Executives termination of employment, Executive shall receive a monthly payment at the same time as the Severance Pay, less appropriate withholding, pursuant to Companys regular schedule and payroll practices, in an amount equal to the excess of Executives cost for COBRA coverage over the cost Executive would have paid for group health plan coverage as an active employee of Company.

(2)Payment by Company of the premiums, less appropriate withholding, required to continue Executives and his eligible dependents group health care (medical, dental, and vision) coverage under the applicable provisions of COBRA, provided that Executive timely elects to continue such coverage under COBRA, for a period ending on the first to occur of (i)the date twenty-four (24)months following Executives termination of employment; and (ii)the date Executive becomes eligible for health care coverage through another employer, provided that the amount of the premiums payable under this Paragraph is equal to the excess of Executives cost for COBRA coverage over the cost Executive would have paid for group health plan coverage as an active employee of Company.

(4)The exercise period for a vested Option, including those which vest pursuant to Paragraph 8(c)(3) above, will be extended for a period of six (6)months after the otherwise applicable expiration date, but not later than the earlier of (i)the original expiration date of such Option; or (ii)ten (10) years from the date of grant.

Executive further acknowledges that Companys obligations under this Paragraph 8(c), are contingent upon and subject to Executives signing (and not revoking) an agreement and release of all claims against Company in a form similar to the one attached hereto as Schedule C (or such other form acceptable to Company), and such release becoming effective in accordance with its terms prior to the sixtieth (60th) day following Executives termination date.

(d)Section 280G. Notwithstanding anything herein to the contrary, if any payment or benefit hereunder or otherwise payable to Executive constitutes a parachute payment (as defined in Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (Code)), and the net after-tax amount of any such parachute payment is less than the net after-tax

amount if the aggregate payments and benefits to be made to Executive were three times Executives base amount (as defined in Code Section 280G(b)(3)), less One Dollar ($1.00), then the aggregate of the amounts constituting the parachute payments shall be reduced to an amount equal to three (3)times Executives base amount, less One Dollar ($1.00). If a reduction in severance and other benefits constituting parachute payments is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: reduction of cash payments; then reduction of employee benefits.

The determinations to be made with respect to this Paragraph shall be made by Companys independent accountants or such other person or entity to which the parties mutually agree, which shall be paid by Company for the services to be provided hereunder. For purposes of making the calculations required by this Paragraph, the accountants may make reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999 and make reasonable assumptions regarding Executives marginal tax rate in effect for such parachute payments, including the effect of the deductibility of state and local taxes on such marginal tax rate. Executive and Company shall furnish to accountants such information and documents as the accountants may reasonably request in order to make a determination under this Paragraph.

10.EQUITABLE RELIEF; FEES AND EXPENSES. Executive stipulates and agrees that any breach of this Agreement by Executive will result in immediate and irreparable harm to Company and its Affiliates, the amount of which will be extremely difficult to ascertain, and that Company and its Affiliates could not be reasonably or adequately compensated by damages in an action at law. For these reasons, Company and its Affiliates shall have the right to obtain such preliminary, temporary or permanent injunctions or restraining orders or decrees as may be necessary to protect Company or any Affiliate against, or on account of, any breach by Executive of the provisions of this Agreement without the need to post bond. Such right to equitable relief is in addition to all other legal remedies Company or any Affiliate may have to protect its rights. The prevailing party in any such action shall be responsible for reimbursing the non-prevailing party for all costs associated with obtaining the relief, including reasonable attorneys fees, and expenses and costs of suit. Executive further covenants and agrees that any order of court or judgment obtained by Company or an Affiliate which enforces Companys or Affiliates rights under this Agreement may be transferred, without objection or opposition by Executive, to any court of law or other appropriate law enforcement body located in any other state in the United States or any other country in the world where Company or such Affiliate does business, and that said court or body shall give full force and effect to said order and or judgment.

In consideration of Company employing Executive, and the wages and benefits provided under this Agreement, Executive further agrees that, in the event that Executive seeks relief in a court of competent jurisdiction for a dispute covered by this Agreement, Company may, at any time within sixty (60)days of the service of Executives complaint upon Company, at its option, require all or part of the dispute to be arbitrated by one arbitrator in accordance with the rules of the American Arbitration Association. Executive agrees that the option to arbitrate any dispute is governed by the Federal Arbitration Act, and is fully enforceable. Executive understands and agrees that, if Company exercises its option, any dispute arbitrated will be heard solely by the arbitrator, and not by a court. The parties agree that the prevailing party shall be entitled to have all of their legal fees paid by the non-prevailing party. This pre-dispute resolution agreement will cover all matters directly or indirectly related to Executives recruitment, employment or termination of employment by Company; including, but not limited to, claims involving laws against any form of discrimination whether brought under federal and/or state law, and/or claims involving co-employees, but excluding Workers Compensation Claims.

THE RIGHT TO A TRIAL, AND TO A TRIAL BY JURY, IS OF VALUE. YOU MAY WISH TO CONSULT AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT. IF SO, TAKE A COPY OF THIS AGREEMENT WITH YOU. HOWEVER, YOU WILL NOT BE OFFERED EMPLOYMENT UNDER THIS AGREEMENT UNTIL THIS AGREEMENT IS SIGNED AND RETURNED BY YOU.

12.AMENDMENTS. No supplement, modification, amendment or waiver of the terms of this Agreement shall be binding on the parties hereto unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. Any failure to insist upon strict compliance with any of the terms and conditions of this Agreement shall not be deemed a waiver of any such terms or conditions.

13.ACKNOWLEDGMENTS OF EXECUTIVE. Executive hereby acknowledges and agrees that: (a)this Agreement is necessary for the protection of the legitimate business interests of Company and its Affiliates; (b)the restrictions contained in this Agreement may be enforced in a court of law whether or not Executive is terminated with or without cause or for performance related reasons; (c)Executive has no intention of competing with Company and its Affiliates within the limitations set forth above; (d)Executive has received adequate and valuable consideration for entering into this Agreement; (e)Executives covenants shall be construed as independent of any other provision in this Agreement and the existence of any claim or cause of action Executive may have against Company or any Affiliate, whether predicated on this Agreement or not, shall not constitute a defense to the enforcement by Company or an Affiliate of these covenants; and (f)the execution and delivery of this Agreement is a mandatory condition precedent to Executives receipt of the consideration provided herein.

16.SEVERABILITY. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. The restrictive covenants stated herein may be read as if separate and apart from this Agreement and shall survive the termination of Executives employment with Company for any reason.

17.OTHER AGREEMENTS. Executive represents and warrants that Executive is not a party to or otherwise subject to or bound by the terms of any contract, agreements or understandings that would affect Executives right or abilities to perform under this Agreement. Executive specifically represents that Executive will not use any confidential information obtained from Executives prior employer(s) in the performance of Executives duties herein and is not subject to any other restrictive covenants or non-competition agreements.

18.CHOICE OF LAW, JURISDICTION AND VENUE. The parties agree that this Agreement shall be deemed to have been made and entered into in Allegheny County, Pennsylvania and that the law of the Commonwealth of Pennsylvania shall govern this Agreement, without regard to conflict of laws principles. Jurisdiction and venue is exclusively limited in any proceeding by Company or an Affiliate or Executive to enforce their rights hereunder to any court or arbitrator geographically located in Allegheny County, Pennsylvania. Executive hereby waives any objections to the jurisdiction and venue of the courts in or for Allegheny County, Pennsylvania, including any objection to personal jurisdiction, venue, and/or forum non-conveniens, in any proceeding by Company or any Affiliate to enforce its rights hereunder filed in or for Allegheny County, Pennsylvania. Executive agrees not to object to any petition filed by Company or an Affiliate to remove an action filed by Executive from a forum or court not located in Allegheny County, Pennsylvania.

19.SUCCESSORS IN INTEREST. This Agreement shall be binding upon and shall inure to the benefit of the successors, assigns, heirs and legal representatives of the parties hereto. Parent and Company shall each require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of its business and/or assets to assume expressly and agree to perform this Agreement in the same manner and to the same extent that Parent or Company, as the case may be, would be required to perform it if no such succession had taken place, and Executive agrees to be obligated by this Agreement to any successor, assign or surviving entity. As used in this Paragraph, Parent shall mean Parent as

hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise and Company shall mean Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. Any successor to Company is an intended third party beneficiary of this Agreement. Executive may not assign this Agreement otherwise than by will or the laws of decent and distribution.

20.NOTICES. All notices, requests, demands or other communications by the terms hereof required or permitted to be given by one party to the other shall be given in writing by personal delivery or by registered mail, postage prepaid, addressed to such other party or delivered to such other party as follows:

(b)After Executives termination, Executive shall have no duties or responsibilities that are inconsistent with having a separation from service within the meaning of Section 409A as of the date of his termination and, notwithstanding anything in the Agreement to the contrary, distributions upon termination of employment of nonqualified deferred compensation may only be made upon a separation from service as determined under Section 409A and such date shall be the date of Executives termination for purposes of this Agreement. Each payment under this Agreement or otherwise shall be treated as a separate payment for purposes of Section 409A. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement which constitutes a nonqualified deferral of compensation within the meaning of Section 409A and to the extent an amount is payable within a time period, the time during which such amount is paid shall be in the discretion of Company.

This Schedule A (6)dated March20, 2017, is issued pursuant to the Amended and Restated Executive Employment Agreement by and among Company, Parent and Executive, dated March20, 2014 (the Agreement), and shall be incorporated therein and governed by the terms and conditions of such Agreement. This Schedule A (6)is effective April1, 2017, and is intended to replace any previously issued Schedule A.

3\. Bonus: Executive will be entitled to an annual performance-based cash bonus of $150,000, for the achievement of certain financial and operational targets. These targets, and the bonus dollars tied to such targets, will be determined and communicated to you by the Chief Executive Officer on an annual basis. For the 2017 calendar year, your bonus will be based on the following performance measures:

3. | Extent of Services ---|--- (a) General. Executive shall devote a substantial majority of his business time, attention, skill and effort to the performance of his duties under this Agreement. Executive may, to the extent such activities do not impair the performance of his duties to Playa Management or the Playa Affiliates: (i)engage in personal investments and charitable, professional and civic

activities; (ii)serve on boards of directors (or other governing bodies) of non-competitive corporations (or other entities) other than Playa Management and the Playa Affiliates; and (iii)engage in such additional activities and serve on such additional boards of directors (or other governing bodies) as the Board of Directors of Playa Management (Playa Management Board) shall approve; provided, however, that Executive shall resign promptly from any additional boards of directors (or additional other governing bodies) if directed to do so by the Playa Management Board or the Board of Directors of Playa Hotels& Resorts, B.V. (the Playa Board) in its sole and absolute discretion. Executive shall not serve on the board of directors (or other governing body) of any corporation (or any other entity) that engages in activities in competition with those of Playa Management or the Playa Affiliates. Executive shall perform his duties to the best of his ability, shall adhere to Playa Managements published policies and procedures and shall use his best efforts to promote the interests, reputation, business and welfare of Playa Management.

(i) Executive shall be eligible to receive a Discretionary Annual Bonus with a target amount of seventy five percent (75%)of the sum of his annual Base Salary and with a maximum of one hundred thirty one and twenty five hundredths percent (131.25%)of the sum of his annual Base Salary. The amount, if any, of each Discretionary Annual Bonus payable to Executive shall be determined by the Playa Board in its sole and absolute discretion, taking into account such criteria as the Playa Board shall deem appropriate. The Playa Board shall make its determination of the amount of the Discretionary Annual Bonus (if any) payable to Executive promptly after the Playa Boards acceptance of the financial results for the applicable year. Executive shall be entitled to receive the Discretionary Annual Bonus (if any) for a given year so long as he is an employee on the last day of the year for which the Discretionary Annual Bonus is given. Each such Discretionary Annual Bonus directed to be awarded to Executive shall be payable as soon as practical, but no later than sixty (60)days), after the Playa Board makes its bonus determination for the applicable year (but in all events within the year following the year of performance). Subject to the foregoing, Executive may be entitled to receive a pro-rata amount of the Discretionary Annual Bonus for any partial calendar year occurring by reason of termination of this Agreement pursuant to Section5(b) or (c)below.

(c) Other Benefits. Commencing on January1, 2016, Executive shall be entitled to paid time off and holiday pay in accordance with Playa Managements policies in effect from time to time, and to participate in such life, health and disability insurance, pension, deferred compensation and incentive plans, stock options and awards, performance bonuses and other benefits as Playa Management extends, as a matter of policy, to senior executive employees of Playa Management.

(d) Reimbursement of Business Expenses. Playa Management shall reimburse Executive for all reasonable travel, entertainment and other expenses incurred or paid by Executive in connection with, or related to, the performance of his duties, responsibilities or services to Playa Management and the other Playa Affiliates under this Agreement in accordance with the reimbursement policy and procedure then adopted, from time to time, by Playa Management and upon presentation by Executive of reasonable documentation, expense statements, vouchers and such other supporting information as Playa Management may reasonably request.

5. | Termination ---|--- (a) Termination by Playa Management for Cause. Playa Management may terminate Executives employment under this Agreement at any time for Cause upon written notice. For purposes of this Agreement, Cause for termination shall mean any of the following: (i)the conviction of Executive of, or the entry of a plea of guilty, first offender probation before judgment or nolo contendere by Executive to, any felony or any other crime involving dishonesty; (ii)fraud, misappropriation, embezzlement or breach of fiduciary duty by Executive with respect to Playa Management or any of the Playa Affiliates; (iii)Executives willful failure, bad faith or gross negligence in the performance of his assigned duties for Playa Management or any Playa Affiliate following Executives receipt of written notice of such willful failure, bad faith or gross negligence; (iv)Executives failure to follow reasonable and lawful directives of Playa Management or the other applicable Playa Affiliates following Executives receipt of written notice of such failure; (v)any act or omission of Executive that that the Playa Management Board reasonably determines to be likely to have a material adverse impact on Playa Managements or any Playa Affiliates business or reputation for honesty and fair dealing; other than an act or failure to act by Executive acting reasonably, in good faith and without reason to believe that such act or failure to act would adversely impact Playa Managements or

any Playa Affiliates business or reputation for honesty and fair dealing; or (vi)the breach by Executive of any material term of this Agreement following Executives receipt of written notice of such breach. Playa Management shall provide Executive a period of thirty (30)days following receipt of any written Cause notification in order to allow Executive the opportunity to effectuate a cure of the acts or omissions that form the basis for the determination, but only to the extent such acts or omissions are capable of cure.

(b) Termination by Playa Management without Cause. Upon giving Executive sixty (60)days written notice, Playa Management may terminate this Agreement at any time without Cause. At Playa Managements sole and absolute discretion, it may substitute sixty (60)days salary in lieu of notice. Any salary paid to Executive by Playa Management in lieu of notice shall not be offset against any entitlement Executive may have to the Severance Payment pursuant to Section6(c)(i) below.

(c) Termination by Executive for Good Reason. Executive may terminate his employment with Playa Management under this Agreement at any time for Good Reason, upon sixty (60)days written notice by Executive to Playa Management. Executive may not terminate this Agreement for Good Reason hereunder unless and until he has provided Playa Management with written notice of the action which Executive contends to be Good Reason (which notice must specify that such action constitutes the basis for a Good Reason resignation hereunder), such written notice is provided within sixty (60)days of the occurrence of the event which Executive contends to be Good Reason and Playa Management has failed to reasonably remedy such action within thirty (30)days of receiving such written notice. For purposes of this Agreement, Good Reason for termination shall mean any of the following: (i)the assignment to Executive of substantial duties or responsibilities materially inconsistent with Executives position at Playa Management or, to the extent Executive is a senior executive of a Playa Affiliate, his responsibilities are inconsistent with those of a senior executive of such other Playa Affiliate or any other action by Playa Management which results in a substantial diminution of Executives duties or responsibilities as a senior executive of Playa Management (for the avoidance of doubt, if Executive is removed as a director or senior executive of any Playa Affiliate, such removal or resignation shall not constitute a basis for a resignation or termination of this Agreement by Executive for Good Reason); (ii)Playa Managements failure to pay Executive any Base Salary or other compensation to which he is entitled for a period of three (3)business days; (iii)a material reduction in Executives Base Salary; or (iv)a breach of any material term of this Agreement by Playa Management.

(d) Executives Death or Disability. Executives employment with Playa Management shall terminate immediately upon his death or, upon written notice as set forth below, his Disability. As used in this Agreement, Disability shall mean such permanent physical or mental impairment as would render Executive unable to perform his duties under this Agreement for more than one hundred eighty (180)days. If the Employment Period is terminated by reason of Executives Disability, either party shall give thirty (30)days advance written notice to that effect to the other. This Section5(d) is intended to be interpreted and applied consistent with any laws, statutes, regulations and ordinances prohibiting discrimination, harassment or retaliation on the basis of a disability.

(b) Termination by Playa Management for Cause. If Playa Management terminates Executives employment for Cause, Executive shall have no rights or claims under this Agreement against Playa Management or any of the Playa Affiliates or their officers, directors, employees or equity holders, with respect to such termination of employment or the termination of any other position then held by Executive with any of the Playa Affiliates, except only to receive the payments and benefits described in Section6(a) above.

(c) Termination by Playa Management without Cause or by Executive for Good Reason. If Playa Management terminates this Agreement without Cause pursuant to Section5(b) above, or Executive terminates this Agreement for Good Reason pursuant to Section5(c) above, in each case during the Employment Period, then Executive shall only be entitled to receive, and Playa Management shall pay, in addition to the items referenced in Section6(a) above, the following:

(i) An aggregate amount equal to his Base Salary at the rate in effect on his last day of employment (the Severance Payment). The Severance Payment shall be paid in twelve (12)equal monthly installments commencing after Executives termination of employment, subject to all legally required payroll deductions and withholdings. The twelve (12)-month period during which Severance Payments shall be tendered is the Severance Payment Period.

(ii) To help defray Executives costs of procuring health insurance coverage (including COBRA), Playa Management shall pay Executive an additional monthly amount of One Thousand Five Hundred Dollars ($1,500.00) (the Additional Amount) with each Severance Payment installment during the Severance Payment Period to be paid to Executive under Section6(c)(i) above; provided, however, that Executive shall promptly notify Playa Management if he becomes eligible to obtain insurance coverage under another group insurance plan at which time payment of the Additional Amount to Executive shall cease. In no event shall payment of the Additional Amount to Executive extend beyond the Severance Payment Period.

on the number of days Executive is employed in the year of termination. Such pro-rated bonus shall be paid to Executive within sixty (60)days following the later of the end of the calendar year in which such termination occurs and the date the financial results of such year are accepted by the Playa Board (but in all events within the year following the year of termination) and in no event shall any discretionary amount be determined in a manner different than such amounts are determined for still-employed senior executives of Playa Management.

(i) If Executives employment terminates in the event of his death, Executives estate shall be entitled to receive (a)payment of any unpaid portion of his Base Salary through the date of his death, (b)payment of any fully vested but unpaid rights as required by the terms of any bonus or other incentive pay plan or any other employee benefit plan or program of Playa Management or the Playa Affiliates and (c)a pro-rata share of any Discretionary Annual Bonus to which he otherwise would have been entitled under Section4(b)(i) above for the calendar year in which his death occurs at no less than the target bonus percentage, paid at the time discretionary annual bonuses are paid to still-employed executives of Playa Management. Further, Playa Management shall pay the Additional Amount for a period of twelve (12)months following his date of death. Executives estate shall not be entitled to receive any severance pay or benefits or other amounts for termination due to his death other than as provided in this Section6(e)(i); and

(ii) In the event Executives employment terminates due to his Disability, he shall be entitled to receive his Base Salary through the date he is terminated due to his Disability. Executive also shall be entitled to receive a pro-rata share of any Discretionary Annual Bonus to which he otherwise would have been entitled under Section4(b)(i) above for the calendar year in which his employment terminates due to his Disability, paid at the time discretionary annual bonuses are paid to still-employed executives of Playa Management. Further, Playa Management shall pay the Additional Amount for a period of twelve (12)months following the date of termination of his employment; provided, however, that if such insurance coverage becomes available under another group insurance plan during the twelve (12)-month period, payment of the Additional Amount shall cease. Executive shall receive no severance pay or benefits for termination due to his Disability other than as provided in this Section6(e)(ii).

For purposes of this Agreement, a Change in Control means a (i)Change in Ownership of Playa Hotel& Resorts, B.V. (Playa), (ii)Change in Ownership of Assets of Playa, or (iii)a Change in Effective Control of Playa, as described herein and construed in accordance with Section409A of the Internal Revenue Code of 1986, as amended (the Code).

(A) A Change in Ownership of Playa shall occur on the date that any Person acquires, or Persons Acting as a Group acquire, ownership of the equity interests of Playa that, together with the stock held by such Person or Group, constitutes more than fifty percent (50%)of the total fair market value or total voting power of the equity interests of Playa. However, if any Person is, or Persons Acting as a Group are, considered to own more than fifty percent (50%)of the total fair market value or total voting power of the equity interests of Playa, the acquisition of additional stock by the same Person or Persons Acting as a Group is not considered to cause a Change in Ownership of Playa. An increase in the percentage of equity interests owned by any Person, or Persons Acting as a Group, as a result of a transaction in which Playa acquires its equity interests in exchange for property shall be treated as an acquisition of equity interests.

stock or similar business transaction, such holder is considered to be acting as a Group with other holders only with respect to the ownership in the entity giving rise to the change and not with respect to the ownership interest in Playa. Persons shall not be considered to be acting as a Group solely because they purchase assets of the same entity at the same time or purchase or own stock of the same corporation at the same time, or as a result of the same public offering.

(E) For purposes of this definition, Code Section318(a) applies to determine ownership. Equity underlying a vested option is considered owned by the individual who holds the vested option (and the stock underlying an unvested option is not considered owned by the individual who holds the unvested option). For purposes of the preceding sentence, however, if a vested option is exercisable for equity that is not substantially vested (as defined by Treasury Regulation 1.83-3(b) and (j)), the equity underlying the option is not treated as owned by the individual who holds the option.

(h) Separation Agreement Required for Severance Payments. No post-employment payments by Playa Management relating to termination of employment under the provisions of Section6(c), (d), (e)or (g)above shall commence until Executive executes and delivers a Separation and General Release Agreement (the Separation Agreement) in the form of attached Exhibit A in all material respects and any applicable revocation period with respect to such release has expired.

(j) Cooperation. Following Executives termination or resignation, Executive shall assist and cooperate with Playa Management and the Playa Affiliates in the orderly transition of work to others if so requested by Playa Management or the Playa Affiliates. Executive shall cooperate with Playa Management and the Playa Affiliates and be responsive to requests for information by any of them relating to their respective business matters about which Executive may have information or knowledge and reasonably assist Playa Management and the Playa

Affiliates, as the case may be, with any litigation, threatened litigation or arbitration proceeding relating to Playa Managements or any Playa Affiliates business as to which business Executive had relevant knowledge, and Playa Management shall reimburse Executive for reasonable costs, including attorneys fees and expenses, actually incurred by Executive in connection with such assistance.

7. | Confidentiality ---|--- (a) Definition of Proprietary Information. Executive acknowledges that he may be furnished or may otherwise receive or have access to confidential information which relates to Playa Managements or a Playa Affiliates past, present or future business activities, strategies, services or products, research and development; financial analysis and data; improvements, inventions, processes, techniques, designs or other technical data; profit margins and other financial information; fee arrangements; terms and contents of leases, asset management agreements and other contracts; tenant and vendor lists or other compilations for marketing or development; confidential personnel and payroll information; or other information regarding administrative, management, financial, marketing, leasing or sales activities of Playa Management or any Playa Affiliates or of a third party which provided proprietary information to either or both on a confidential basis. All such information, including any materials or documents containing such information, shall be considered by Playa Management, the Playa Affiliates and Executive as proprietary and confidential information of Playa Management and the Playa Affiliates (the Proprietary Information).

(c) Obligations. Both during the Employment Period and after termination of his employment for any reason, including expiration of the Employment Period (the Nondisclosure Restricted Period), Executive shall preserve and protect the confidentiality of the Proprietary Information and all physical forms thereof, whether disclosed to him before this Agreement is signed or afterward. In addition, Executive shall not (i)disclose or disseminate the Proprietary Information to any third party, including employees of Playa Management or Playa Affiliates without a legitimate business need to know; (ii)remove the Proprietary Information from Playa Managements or any of the Playa Affiliates premises without a valid business purpose; or (iii)use the Proprietary Information for his own benefit or for the benefit of any third party, in each of the foregoing cases during the Nondisclosure Restricted Period.

(i) Competing Business shall mean (a)acting as an owner or a lessee of hotels, convention facilities, conference centers or similar facilities; (b)asset or operational management for hotels, convention facilities, conference centers or similar facilities, or (c)any other business that Playa Management or Playa Affiliates conducts or contemplates under such business plans as of the date of termination of the Employment Period. Notwithstanding any provision to the contrary in this Agreement, Competing Business shall exclude: Executives ownership of five percent (5%)or less of the outstanding stock of any publicly traded corporation or other entity; or of an equity interest in any other entity approved by the Playa Management Board and listed on Exhibit B hereto; or Executives service on the Board of Directors of any Playa Affiliate.

(iii) Prospective Customer shall mean any person or entity to whom Executive or Playa Management or any of the Playa Affiliates sent or delivered a written sales or servicing proposal, quote or contract, or with whom Executive or Playa Management or any of the Playa Affiliates had business contact for the purpose of developing that person or entity into a customer of Playa Management or a Playa Affiliate.

(a) Restriction on Competition. During the Restricted Period, Executive shall not engage, directly or indirectly, either individually or through another person or entity, whether as an owner, employee, consultant, partner, principal, agent, representative, stockholder or otherwise, of, in, to or for any Competing Business in the Restricted Area; provided, however, thatExecutive may own less than five percent (5%)of the outstanding stock of any publicly traded corporation that engages in a Competing Business.

(b) Non-Solicitation of Customers. During the Restricted Period, Executive shall not Solicit, directly or indirectly, on his own behalf or on behalf of any other person(s), any Customer or Prospective Customer of Playa Management or any of the Playa Affiliates for any line of business that Playa Management or Playa Affiliates conducts or plans to conduct as of the date of Executives termination of employment for the purpose of conducting, marketing or providing for a Competing Business.

(c) Non-Solicitation of Employees. During the Restricted Period, Executive shall not, directly or indirectly, Solicit or employ or cause any business, other than an affiliate of Playa Management or Playa, to Solicit or employ any person who is then or was at any time during the two (2)-year period prior to Executives termination as an employee of Playa Management or any of the Playa Affiliates and who is at the time of such employees separation from Playa Management or Playa Affiliates, a director, vice president, senior vice president, executive vice president or similar position of Playa Management or any of the Playa Affiliates, except to the extent that such action is undertaken in the ordinary course of hiring practices (e.g., an employment solicitation that is transmitted generally to the public or in the industry, rather than one that is targeted directly to any such Playa Management or Playa Affiliates employee).

(e) Severability. If any court determines that any provision of this Section8 is invalid or unenforceable, the remainder of this Section8 shall not thereby be affected and shall be given full effect, without regard to the invalid portion. In addition, if any court or arbitrator construes any portion of this Section8 to be unenforceable because of the duration of such provision or the area covered thereby, such court shall have the power to reduce the duration or area of such provision and, in its reduced form, such provision shall then be enforceable and shall be enforced. This Section8, as so amended, shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

(f) Breach of Restrictive Covenants. Notwithstanding any arbitration provisions contained in this Agreement, Playa Management and the Playa Affiliates shall have the right and remedy to have the provisions of this Section8 specifically enforced by a court of competent jurisdiction without any requirement to first seek a remedy through arbitration, including by temporary or permanent injunction, it being acknowledged and agreed that any such violation may cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company. The Company shall also have the right to seek damages for any breach of this Section8.

9. | Employee Representations ---|--- Executive represents and warrants to Playa Management that he is aware of the essential functions of his position set forth in Section2 above, and that he is able to perform all of the essential functions of Chief Executive Officer with or without a reasonable accommodation under the law. Further, except as otherwise identified in this Agreement, Executive is not now under any obligation of a contractual or other nature to any person, business or other entity which is inconsistent or in conflict with this Agreement or which would prevent him from performing his obligations under this Agreement.

(b) Notwithstanding the foregoing, Playa Management in its sole and absolute discretion, may bring an action in any court of competent jurisdiction to seek injunctive relief, for damages and such other relief as Playa Management shall elect to enjoin, enforce or seek recovery for the breach of Executives covenants under this Agreement. Such covenants shall be construed as agreements independent of any other provisions of this Agreement and the existence of any claim or cause of action Executive may have against Playa Management, whether based on this Agreement or otherwise, shall not constitute a defense to the enforcement by Playa Management of such covenants.

11. | Miscellaneous ---|--- (a) Parachute Payments. In the event that (i)any severance payment, insurance benefits, accelerated vesting, pro-rated bonus or other benefit payable to Executive shall constitute a parachute payment within the meaning of Code Section280G (Parachute Payment) and be subject to the excise tax imposed by Code Section4999 (the Excise Tax), and (ii)if the payments to Executive were reduced to the minimum extent necessary so that such payments did not constitute Parachute Payments, the net benefits retained by Executive after the deduction of any federal, state or local income taxes would be greater than the net benefits retained by Executive if there was no such reduction after the deduction of Excise Tax and any federal, state or local income taxes, then such payments shall be so reduced. Such reduction shall be accomplished in any manner deemed appropriate by Playa Management after consultation with Executive. For purposes of making the foregoing determination: (1)Parachute Payments provided under arrangements with Executive other than this Agreement, if any, shall be taken into account in determining the total amount of Parachute Payments received by Executive so that the amount of Parachute Payments that are attributable to provisions of this Agreement is maximized; and (2)Executive shall be deemed to pay federal, state and local income taxes at the highest marginal rate of taxation for Executives taxable year in which the Parachute Payments are includable in Executives income for purposes of federal, state and local income taxation. The determination of whether the Excise Tax is payable, and the amount of any reduction necessary to make the Excise Tax not payable, as well as whether such a reduction would result in greater after-tax benefits to Executive, shall be made in writing in good faith by a nationally-recognized independent certified public accounting firm approved by Playa Management and Executive, such approval not to be unreasonably withheld (the Accounting Firm). For purposes of making the calculations required by this Section11(a), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. Playa Management and Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section11(a). Playa Management shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section11(a).

(h) Successors and Assigns; Change in Control. This Agreement shall be binding upon and inure to the benefit of both parties and each of its successors and assigns, including any entity with which or into which Playa Management may be merged or which may succeed to its assets or business or any entity to which Playa Management may assign its rights and obligations under this Agreement; provided, however, that the obligations of Executive are personal and shall not be assigned or delegated by him.

(i) Waiver. No delays or omission by Playa Management or Executive in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by Playa Management or Executive on any one (1)occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

(k) Severability. In case any provision of this Agreement shall be held by a court or arbitrator with jurisdiction over the parties to this Agreement to be invalid, illegal or otherwise unenforceable, such provision shall be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

12. | Approvals ---|--- The effectiveness of this Agreement is subject to the approval of the Playa Board. Delivery of this Agreement executed by Playa Management to Executive shall be deemed conclusive evidence of such approval and upon such approval this Agreement shall be deemed effective as of the Effective Date.

13. | No Other Employment or Compensation ---|--- Executive (x)represents and warrants to Playa Management and the other Playa Affiliates that, and (y)agrees that during the Employment Period, (a)he is not and shall not be a party to any employment agreement or directly or indirectly involved in any employment or consulting arrangement or relationship with Playa Management or any other Playa Affiliate, except for this Agreement and as expressly permitted hereunder, and (b)he is not and shall not be directly or indirectly receiving any compensation, fees or payments of any other kind in exchange for any employment, consulting or other services provided to Playa Management or any other Playa Affiliate, except as provided under this Agreement and as expressly permitted hereunder.

This Separation Agreement (Agreement) is entered as of , between (hereinafter referred to as Executive) and Playa Management USA, LLC, a Delaware limited liability company (hereinafter referred to as the Company). Executive and the Company collectively are referred to as the Parties, and individually are referred to as a Party.

Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, amounts payable to Executive pursuant to the severance pay provisions of Section6 of the Employment Agreement and the parachute payment provisions of Section11(a) of the Employment Agreement are intended to be exempt from treatment as nonqualified deferred compensation under Code Section409A to the maximum extent permitted by the Code and applicable Treasury Regulations, including exemptions under Treasury Regulation Section1.409A-1(b)(9) (separation pay plans) or Treasury Regulation Section1.409A-1(b)(4) (short-term deferrals). If Executive is treated as a specified employee (as determined by the Company in its discretion in accordance with applicable regulations under Code Section409A) at the time of his separation from service (within the meaning of Code Section409A) from the Company and each employer treated as a single employer with the Company under Code Section414(b) or (c)(provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section1.409A-1(h)(3), the language at least 50 percent shall be used instead of at least 80 percent) and if any amounts of nonqualified deferred compensation (within the meaning of Code Section409A) are payable under this Agreement by reason of Executives separation from service, then payment of the amounts so treated as nonqualified deferred compensation which would otherwise be payable during the six (6)-month period following Executive s separation from service shall be delayed until the earlier of (i)the first business day which is at least six (6)months and one (1)day following the date of such separation from service, (ii)the death of Executive, or (iii)such earlier date on which payment is permitted under Code Section409A(a)(2)(B), and such payment shall be increased for delayed payment based on a crediting rate of the applicable federal short-term rate under Code Section1274(d) (as determined on the date(s) payment(s) would have otherwise been made) from the date payment(s) would have otherwise been made without regard to this provision and the date payment is actually made. Any series of payments due under this Agreement, other than a payment which is a life annuity, shall for all purposes of Code Section409A be treated as a series of separate payments and not as a single payment. If any amount otherwise payable under this Agreement by reason of a termination of employment from the Company is treated as nonqualified deferred compensation (within the

3\. Release. In consideration of the Severance Benefits, Executive hereby fully, forever, irrevocably and unconditionally releases, remises and discharges Playa Management USA, LLC, Playa Hotel& Resorts, B.V., Playa Resorts Management, LLC, and their related affiliates, subsidiaries, parents, predecessors, and successors, and all of their respective past and present officers, directors, stockholders, partners, members, executives, agents, representatives, plan administrators, attorneys, insurers and fiduciaries (each in their individual and corporate capacities) (collectively, the Released Parties) from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys fees and costs), of every kind and nature that Executive ever had or now has against any or all of the Released Parties, including, but not limited to, any and all claims arising out of or relating to Executives employment with and/or separation from the Company, including, but not limited to, all claims under Title VII of the Civil Rights Act of 1964, the Americans With Disabilities Act of 1990, the Age Discrimination in Employment Act, the Genetic Information Nondiscrimination Act of 2008, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, Section806 of the Corporate and Criminal Fraud Accountability Act of 2002, the Rehabilitation Act of 1973, Executive Order 11246, Executive Order 11141, the Fair Credit Reporting Act, Sections 1981 and 1983 of the Civil Rights Act of 1866, Sections 1981 through 1988 of Title 42 of the United States Code, as amended, the Immigration Reform and Control Act, the Equal Pay Act, any local, state, federal or foreign whistleblower statute, regulation, ordinance or law, including the Florida Whistleblower Act of 1986 and 1991, the Fair Labor Standards Act, the Consolidated Omnibus Reconciliation Act, the Occupational Safety and Health Act, the Fair Credit Reporting Act, the Older Workers Benefits Protection Act, and the Executive Retirement Income Security Act of 1974, the Florida Civil Rights Act, the Virginia Human Rights Act, the Virginians with Disabilities Act, the Virginia Equal Pay Act, the Virginia Genetic Testing Law, the Virginia Occupational Safety and Health Act, the Virginia Minimum Wage Act, the Virginia Payment of Wage Law, the Virginia Right to Work Law, all as amended; any foreign, federal, state and/or local law, statute, regulation or ordinance prohibiting discrimination, retaliation and/or harassment or governing wage or commission payment claims; all common law claims including, but not limited to, actions in defamation, intentional infliction of emotional distress, misrepresentation, fraud, wrongful discharge, and breach of contract; all claims to any non-vested ownership interest in the Company, contractual or otherwise, and any claim or damage arising out of Executives employment with and/or separation from the Company (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above. Executive understands that, by releasing all of Executives legally waivable claims, known or unknown, against the Released Parties, Executive is releasing all of Executives rights to bring any claims against any of them based on any actions, decisions or events occurring through the date Executive signs this Agreement including the terms and conditions of Executives employment and the termination of Executives employment.

4\. Continuing Obligations. Executive acknowledges and reaffirms Executives obligation to keep confidential and not to disclose any and all non-public information concerning the Company that Executive acquired during the course of Executives employment with the Company, including, but not limited to, any non-public information concerning the Companys business affairs, business prospects, and financial condition. Executive further acknowledges and reaffirms Executives obligations set forth in the Sections 7 and 8 of the Employment Agreement, which remain in full force and effect.

6\. Non-disparagement. Executive understands and agrees that as a condition for the consideration herein described, Executive shall not make any false, disparaging or derogatory statements to any person or entity, including any media outlet, regarding the Company or any of its affiliates, subsidiaries, directors, officers, Executives, agents or representatives or about the Companys or its subsidiaries business affairs and/or financial condition. Executive understands and agrees that Executives commitment not to defame, disparage, or impugn Companys reputation constitutes a willing and voluntary waiver of Executives rights under the First Amendment of the United States Constitution and other laws. However, these non-disparagement obligations, do not limit Executives ability to truthfully communicate with the EEOC, DOL, NLRB and comparable state or local agencies or departments whether such communication is initiated by Executive or in response to the government.

10\. Acknowledgments. Executive acknowledges that Executive has been given at least 21 days to consider this Agreement, and that the Company advised Executive to consult with an attorney of Executives own choosing prior to signing this Agreement. Executive understands that Executive may revoke this Agreement for a period of seven (7)days after Executive signs this Agreement by notifying the Companys General Counsel, in writing, and the Agreement shall not be effective or enforceable until the expiration of the Revocation Period. Executive understands and agrees that by entering into this Agreement, Executive is waiving any and all rights or claims Executive might have under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, and that Executive has received consideration beyond that to which Executive was previously entitled.

12\. Voluntary Assent. Executive affirms that no other promises or agreements of any kind have been made to or with Executive by any person or entity whatsoever to cause Executive to sign this Agreement, and that Executive fully understands the meaning and intent of this Agreement. Executive states and represents that Executive had an opportunity to fully discuss and review the terms of this Agreement with an attorney. Executive further states and represents that Executive has carefully read this Agreement, understands the contents herein, freely and voluntarily assents to all of the terms and conditions hereof and signs Executives name of Executives own free act.

13\. Entire Agreement. This Agreement and Sections 7 through 12 of the Employment Agreement, which survive termination of Executives employment with the Company, contain and constitute the entire understanding and agreement between Executive and the Company and supersede and cancel any other previous oral and written negotiations, agreements, and commitments between the Parties.

a. Any disputes or claims between the Company and Executive in any way concerning Executives employment, the termination of his employment under the Employment Agreement, a breach of this Agreement, its enforcement or any other matter relating thereto shall be submitted at the initiative of either Party to mandatory arbitration in the Commonwealth of Virginia before a single arbitrator under the Federal Arbitration Act and pursuant to the Commercial Arbitration Rules of the American Arbitration Association, or its successor, then in effect. The decision of the arbitrator shall be rendered in writing, shall be final, and may be entered as a judgment in any court in the Commonwealth of Virginia or elsewhere. The Parties irrevocably consent to the jurisdiction of the federal and state courts located in Virginia for this purpose. Each Party shall be responsible for its or his own costs incurred in such arbitration and in enforcing any arbitration award, including attorneys fees and expenses.

b. Notwithstanding the foregoing, the Company in its sole and absolute discretion, may bring an action in any court of competent jurisdiction to seek injunctive relief, for damages and such other relief as the Company shall elect to enjoin, enforce or seek recovery for the breach of Executives covenants under the Employment Agreement. Such covenants shall be construed as agreements independent of any other provisions of the Employment Agreement and the existence of any claim or cause of action Executive may have against the Company, whether based on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants.

WHEREAS, the Company and the Executive previously entered into a First Amendment to the effective as of October 21, 2015 (First Amendment), to change the definition of EBITDA, as provided in the annual performance bonus provisions of the Agreement, to the definition of Adjusted EBITDA as contained in all other executive officers annual bonus provisions adopted by the Company after the effective date of the Agreement; and

1. EMPLOYMENT TERM. Subject to the provisions of Section 4 hereof, provided the Executive is employed as the President and Chief Executive Officer of the Company on December 31, 2013, the Agreement shall be effective commencing on January 1, 2014 and ending on December 31, 2016 (the Term). Provided Executive is employed as President and Chief Executive Officer of the Company on December 31, 2016, the Term shall be extended for one year, ending on December 31, 2017.

3. Entire Agreement. This Amendment, together with the First Amendment and the Agreement shall constitute the entire agreement between the parties hereto with respect to the terms of the Executives employment with the Company and together shall supersede all prior agreements, understandings and arrangements, oral or written, between the parties hereto with respect to such subject matter, and the terms and conditions of the Executives employment with the Company shall be governed solely pursuant to the terms of this Amendment, the First Amendment and the Agreement. In the event of any conflict between the terms of this Amendment and the First Amendment or the Agreement, the terms of this Amendment shall govern.

4. Effectiveness. Except as modified by this Amendment, the Agreement and the First Amendment shall remain in full force and effect and shall remain binding upon the Company and the Executive; provided, however, that the provisions of this Amendment shall not be a triggering event or otherwise be deemed to give the Executive any cause to terminate the Agreement and shall not give the Executive any right to claim that any of the provisions of the Agreement or the First Amendment (not otherwise modified pursuant to this Amendment) are invalid, including without limitation the nonsolicitation and noncompetition provisions of Section 12 and the confidential information provisions of Section 13 of the Agreement.

8. Counterparts. This Amendment may be executed in counterparts, each of which when so executed shall be deemed to be an original and both of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or PDF shall be effective as delivery of a manually executed counterpart of this Amendment.

Section 1.2. Term. The employment relationship hereunder shall be for the period (such period of the employment relationship shall be referred to herein as the Term) commencing on February 13, 2017, or such earlier date as mutually agreed to in writing by the Company and the Employee (the Start Date) and ending upon the termination of the Employees employment hereunder by either party hereto pursuant to the terms of Section 4.1, Section 4.2, or Section 4.3. In the event that the Employees employment with the Company hereunder terminates, the Companys obligation to continue to pay, after the Termination Date (as defined in Section 4.2(a)), Base Salary (as defined in Section 3.1(a)), Annual Bonus (as defined in Section 3.1(b)) and other unaccrued benefits shall terminate, except to the extent provided for in ARTICLE 4.

Section 2.2. Duties. The Employee shall report to the Companys Chief Executive Officer (the CEO) and be subject to the lawful direction of the CEO. The Employee agrees to perform to the best of her ability, experience and talent those acts and duties, consistent with the position of Chief Financial Officer and Vice President of Finance as the CEO shall from time to time direct.

Section 2.3. Compliance with Policies, etc. During the Term, the Employee shall be bound by, and comply fully with, all of the Companys policies and procedures for employees in place from time to time, including, but not limited to, all terms and conditions set forth in the Companys employee handbook, compliance manual, codes of conduct and any other memoranda and communications applicable to the Employee pertaining to the policies, procedures, rules and regulations, as currently in effect and as may be amended from time to time. These policies and procedures include, among other things and without limitation, the Employees obligations to comply with the Companys rules regarding confidential and proprietary information and trade secrets.

Section 3.1. Compensation and Benefits. For all services rendered by the Employee in any capacity during the Term (including, without limitation, serving as an officer, director or member of any committee of the Company or any of its subsidiaries or other Affiliates), the Employee shall be compensated as follows (subject, in each case, to the provisions of ARTICLE 4 below):

(b) Annual Bonus. For each calendar year ending during the Term (beginning with the calendar year ending December 31, 2017), the Employee shall be eligible to receive an annual bonus (the Annual Bonus) with a target amount equal to thirty five percent (35%) of the Base Salary earned by the Employee for such calendar year (the Target Annual Bonus). The actual amount of each Annual Bonus will be based upon the level of achievement of the Companys corporate objectives and the Employees individual objectives, in each case, as established by the Board or the Compensation Committee (taking into account the input of the CEO with respect to the establishment of the Employees individual objectives) for the calendar year with respect to which such Annual Bonus relates. The determination of the level of achievement of the corporate objectives and the Employees individual performance objectives for a year shall be made by the Board or the Compensation Committee (taking into account the input of the CEO with respect to the establishment of the Employees individual objectives), in its reasonable discretion. Each Annual Bonus for a calendar year, to the extent earned, will be paid in a lump sum in the following calendar year, within the first 75 days of such following year. The Annual Bonus shall not be deemed earned until the date that it is paid. Accordingly, in order for the Employee to receive an Annual Bonus, the Employee must be actively employed by the Company at the time of such payment.

(c) Equity Compensation. Subject to the terms of the Companys 2016 Equity Incentive Plan (the Plan) and approval of the Board or Compensation Committee, at the next regular meeting of the Board or the Compensation Committee on or following the Start Date, the Employee will be granted options to purchase up to 100,000 shares of the Companys common stock, on the terms and conditions determined by the Board or the Compensation Committee, with an exercise price of $5.00 per share (provided that the Board or the Compensation Committee determines that such exercise price represents no less than fair market value per share on the date of grant in accordance with the Plan). The shares subject to the option shall vest in three (3) equal annual installments, beginning on the first anniversary of the date of grant, and continuing on each of the second and third anniversaries, provided that the Employee remains employed by or remains a service provider to, the Company through each applicable vesting date. During the Term, subject to the terms and conditions established within the Plan or any successor equity compensation plan as may be in place from time to time and separate award agreements, the Employee also shall be eligible to receive from time to time stock options, stock unit awards, performance shares, performance units, incentive bonus awards, other cash-based awards and/or other stock-based awards (as permitted by the Plan), in amounts, if any, to be approved by the Board or the Compensation Committee in its discretion. Notwithstanding anything in the Plan to the contrary, if (i) the Termination Date occurs at least six (6) months after the Start Date and (ii) the Employee is terminated without Cause (as defined in Section 4.1(b)) or resigns with Good Reason (as defined in Section 4.1(c)) within twenty-four (24) months following a Change in Control (as defined in Section 5.19), in lieu of the application of Section 4.1(d)(ii), the Employee shall receive accelerated vesting of all unvested options upon the Termination Date and all of the Employees outstanding vested stock options shall remain exercisable for a period of six (6) months, measured from the Termination Date (but in no event later than the expiration date of their term); provided, however, that in the event stock options under the Plan are cancelled or otherwise terminated pursuant to the Plan in connection with such Change in Control, the Employees stock options may be cancelled or otherwise terminated, as applicable, on terms no less favorable than those provided to other similarly situated option holders. This Section 3.1(c) shall be deemed an amendment to each award agreement entered into by the Employee evidencing a grant of stock options, whether entered into prior to the Start Date or during the Term (but, in no event shall this Section 3.1(c) be deemed an amendment to any award agreement entered into after expiration of the Term).

(d) Benefit Plans. The Employee shall be entitled to participate in all employee benefit plans and programs (excluding severance plans, if any) generally made available by the Company to executives of the Company, to the extent permissible under the general terms and provisions of such plans or programs and in accordance with the provisions thereof. The Company may amend, modify or rescind any employee benefit plan or program and/or change employee contribution amounts to benefit costs without notice in its discretion.

(a) The Company may terminate the Employees employment hereunder at any time without Cause (other than by reason of death or Disability) upon sixty (60) days prior written notice to the Employee. Employee may terminate her employment hereunder for Good Reason upon written notice to the Company in accordance with the provisions set forth in Section 4.1(c).

(b) As used in this Agreement, Cause means: (i) a material act, or act of fraud, committed by the Employee that is intended to result in the Employees personal enrichment to the detriment or at the expense of the Company or any of its Affiliates; (ii) the Employee is convicted of a felony; (iii) gross negligence or willful misconduct by the Employee, or failure by the Employee to perform the duties or obligations reasonably assigned to the Employee by the CEO (or the Board) from time to time, which is not cured upon ten (10) days prior written notice (unless such negligence, misconduct or failure is not susceptible to cure, as determined in the reasonable discretion of the Board); or (iv) the Employee violates the Covenants Agreement (as defined in Section 5.1 below).

(c) As used in this Agreement, Good Reason means the occurrence of any of the following: (1) a material breach by the Company of the terms of this Agreement; (2) a material reduction in the Employees Base Salary (other than pursuant to a reduction uniformly applicable to all executives of the Company); or (3) a material diminution in the Employees authority, duties or responsibilities; provided, however, that the Employee must notify the Company within ninety (90) days of the occurrence of any of the foregoing conditions that she considers it to be a Good Reason condition and provide the Company with at least thirty (30) days in which to cure the condition. If the Employee fails to provide this notice and cure period prior to her resignation, or resigns more than six (6) months after the initial existence of the condition, her resignation will not be deemed to be for Good Reason. It is an express condition of this Agreement that an acquiring entity in a Change in Control assume this Agreement; if this Agreement is not so assumed, it shall constitute a material breach of the terms of the Agreement.

(ii) if the Termination Date occurs at least six (6) months after the Start Date during which period the Employee performed continuous service for the Company, and the Company determines in its sole discretion that the Employees performance was satisfactory, for each outstanding stock option held by the Employee under the Plan for which vesting is time-based, accelerated vesting upon the Termination Date as if the Employee had provided service to the Company for an additional three (3) months (i.e., if there is annual vesting, stock options representing one-fourth (three months out of twelve) of the stock options that would have vested on the next annual vesting date will vest on the Termination Date), and all of the Employees outstanding vested stock options shall remain exercisable for a period of six (6) months, measured from the Termination Date (but in no event later than the expiration date of their term); and

(A) the Employee will be eligible to receive payments equal to the sum of six (6) months of the Employees Base Salary at the rate in effect immediately prior to the Termination Date (provided that if such salary has been reduced, the pre-reduction Base Salary (less applicable withholdings and authorized deductions) (the Severance Payments) to be paid (subject to Section 5.16) in equal installments bimonthly (for clarity, two times per month) in accordance with the Companys regular payroll practices, commencing on the next regular payroll date that occurs on or after the sixtieth (60th) day following the Termination Date; and

Section 4.2. Termination for Cause; Voluntary Termination. The Company may terminate the Employees employment hereunder at any time for Cause upon written notice to the Employee. The Employee may voluntarily terminate her employment hereunder at any time without Good Reason upon sixty (60) days prior written notice to the Company; provided, however, the Company reserves the right, upon written notice to the Employee, to accept the Employees notice of resignation and to accelerate such notice and make the Employees resignation effective immediately, or on such other date prior to Employees intended last day of work as the Company deems appropriate. It is understood and agreed that the Companys election to accelerate Employees notice of resignation shall not be deemed a termination by the Company without Cause for purposes of Section 4.1 of this Agreement or otherwise or constitute Good Reason (as defined in Section 4.1) for purposes of Section 4.1 of this Agreement or otherwise. If the Employees employment is terminated pursuant to Section 4.2, the Employee shall, in full discharge of all of the Companys obligations to the Employee, be entitled to receive, and the Companys sole obligation under this Agreement or otherwise shall be to pay or provide to the Employee, the following (collectively, the Accrued Obligations):

(d) any amounts or benefits that are vested amounts or vested benefits or that the Employee is otherwise entitled to receive under any Company plan, program, policy or practice (with the exception of those, if any, relating to severance) on the Termination Date, in accordance with such plan, program, policy, or practice.

(c) If the Employees employment is terminated pursuant to Section 4.3(a), the Employee or the Employees estate, as the case may be, shall be entitled to receive, and the Companys sole obligation under this Agreement or otherwise shall be to pay or provide to the Employee or the Employees estate, as the case may be, the Accrued Obligations.

Section 4.4. Release Agreement. In order to receive the Severance Payments or the COBRA Assistance set forth in Section 4.1 (if eligible), the Employee must timely execute (and not revoke) a separation agreement and general release (the Release Agreement) in a customary form as is determined to be reasonably necessary by the Company in its good faith and reasonable discretion. If the Employee is eligible for Severance Payments and COBRA Assistance pursuant to Section 4.1, the Company will deliver the Release Agreement to the Employee within seven (7) calendar days following the Termination Date. The Severance Payments and COBRA Assistance are subject to the Employees execution of such Release Agreement within 45 days of the Employees receipt of the Release Agreement and the Employees non-revocation of such Release Agreement.

Section 4.5. Post-Termination Breach. Notwithstanding anything to the contrary contained in this Agreement, the Companys obligations to provide the Severance Payments and the COBRA Assistance will immediately cease if the Employee breaches any of the provisions of the Covenants Agreement, the Release Agreement or any other agreement the Employee has with the Company.

Section 4.6. Removal from any Boards and Position. If the Employees employment is terminated for any reason under this Agreement, she shall be deemed (without further action, deed or notice) to resign (i) if a member, from the Board or board of directors (or similar governing body) of any Affiliate of the Company or any other board to which she has been appointed or nominated by or on behalf of the Company and (ii) from all other positions with the Company or any subsidiary or other Affiliate of the Company, including, but not limited to, as an officer of the Company and any of its subsidiaries or other Affiliates.

Section 5.1. Company Non-Disclosure and Invention Assignment Agreement. The Employee acknowledges and confirms that the Non-Disclosure and Invention Assignment Agreement executed by the Employee in favor of the Company in January, 2017 (Covenants Agreement), the terms of which are incorporated herein by reference, remains in full force and effect and binding upon the Employee. The Covenants Agreement shall survive the termination of this Agreement and the Employees employment by the Company for the applicable period(s) set forth therein.

Section 5.4. No Other Contracts. The Employee represents and warrants to the Company that neither the execution and delivery of this Agreement by the Employee nor the performance by the Employee of the Employees obligations hereunder, shall constitute a default under or a breach of the terms of any other agreement, contract or other arrangement, whether written or oral, to which the Employee is a party or by which the Employee is bound, nor shall the execution and delivery of this Agreement by the Employee nor the performance by the Employee of her duties and obligations hereunder give rise to any claim or charge against either the Employee, the Company or any Affiliate, based upon any other contract or other arrangement, whether written or oral, to which the Employee is a party or by which the Employee is bound. As a condition of her employment hereunder, the Employee shall provide to the Company a written acknowledgement from Signum Biosciences, Inc., Signum Dermalogix, Inc. and Signum Nutralogix, Inc. (collectively, Signum) attesting (i) to waiver of the ninety (90) day notice period for resignation under Employees employment agreement with Signum, dated as of September 28, 2016 (the Signum Employment Agreement), and (ii) that Signum is not in direct competition with the Company and the Employees employment with the Company would not violate Employees non-compete under the Signum Employment Agreement (the Waiver). If the Employee is unable to provide the Company with the Waiver prior to the Start Date, this Agreement shall be null and void ab infinito. The Employee further represents and warrants to the Company that she is not a party to or subject to any restrictive covenants, legal restrictions or other agreement, contract or arrangement, whether written or oral, in favor of any entity or person which would in any way preclude, inhibit, impair or limit the Employees ability to perform her obligations under this Agreement or the Covenants Agreement, including, but not limited to, non-competition agreements, non-solicitation agreements or confidentiality agreements. The Employee shall defend, indemnify and hold the Company harmless from and against all claims, actions, losses, liabilities, damages, costs and expenses (including reasonable attorneys fees and amounts paid in settlement in good faith) arising from or relating to any breach of the representations and warranties made by the Employee in this Section 5.4.

Section 5.5. Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally or sent by nationally recognized overnight courier service (with next business day delivery requested). Any such notice or communication shall be deemed given and effective, in the case of personal delivery, upon receipt by the other party, and in the case of a courier service, upon the next business day, after dispatch of the notice or communication. Any such notice or communication shall be addressed as follows:

Section 5.6. Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New Jersey, without regard to principles of conflicts of law. Any and all actions arising out of this Agreement or Employees employment by Company or termination therefrom shall be brought and heard in the state and federal courts of the State of New Jersey and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of any such courts. THE COMPANY AND THE EMPLOYEE HEREBY WAIVE THEIR RESPECTIVE RIGHT TO TRIAL BY JURY IN ANY ACTION CONCERNING THIS AGREEMENT OR ANY AND ALL MATTERS ARISING DIRECTLY OR INDIRECTLY HEREFROM AND REPRESENT THAT THEY HAVE CONSULTED WITH COUNSEL OF THEIR CHOICE OR HAVE CHOSEN VOLUNTARILY NOT TO DO SO SPECIFICALLY WITH RESPECT TO THIS WAIVER.