CONSIDERING that the Company and the Employee wish to enter into an agreement to pay a Transaction Bonus to the Employee in connection with the sale of Network Solutions, Inc. (NSI); 12. Modification. It is expressly agreed that this press release may not be modified, supplemented, modified or otherwise modified in any way, except as another written agreement specific to this Agreement and signed by the employees and authorized representatives of each of the other parties to this press release. 11. Total release. This press release constitutes the entire agreement between you and Releasees with respect to the subject matter of this press release and supersedes all prior written or oral hearings and agreements relating thereto. You acknowledge that neither the Waivers nor its agents or attorneys have made any representations, representations or warranties, express or implied, written or oral, not contained in this press release, to cause you to execute this press release, and you acknowledge that you have made any such disclosure solely by relying on such promises, Representations and warranties as contained herein. As part of the termination of the employment relationship with us, we and Ms. Wilkin entered into the Wilkin Separation Agreement, under which she received the severance pay specified in her employment contract and special retention bonus agreement.

These payments included (i) a lump sum payment of $515,000 equivalent to 12 months of their base salary at the time of termination, (ii) a lump sum payment of $7,000, the costs corresponding to our outplacement services package, and (iii) an accelerated payment of their deductible premium of $2,000,000. We received full authorization of claims in our favor under Wilkin`s separation agreement, and all of Ms. WilkinsC`s units were forfeited or repurchased for $0. set out in the definitive agreement(s) relating to the change of control transaction or, if not, to the fair value of the property on the effective date of the change of control transaction, as determined in good faith by the Board of Directors. 10. This Agreement represents the entire agreement of the parties with respect to the provision of an employee by the Company. This Agreement supersedes all prior or contemporaneous discussions, statements, correspondence or agreements, whether oral or written, relating to the Retention Bonus. All other agreements relating to the Employee`s employment will remain in full force and effect. Any changes to this Agreement must be made in writing and signed by both parties. Competition Market Research), which addresses the fact that as a new investor, he would not receive long-term incentive bonuses under the long-term incentive plan until 2021 (for the 2018-2020 performance period) and would not be entitled to an annual incentive from the management`s annual incentive plan before 2019 (for the 2018 plan year). The retention agreement serves to strengthen and promote Mr. Henry to us as a member of the senior management team and to ensure that we will retain his services in the key role of overseeing all of Oncor`s legal, regulatory and legislative efforts.

The retention agreement provided for an initial retention bonus of (A) (i) $334,750 multiplied by the results of the 2017 Annual Executive Incentive Plan scorecard (95.8%), plus (ii) $758,080 multiplied by the results of the 2015-2017 Long-Term Incentive Plan scorecard (103.6%), multiplied by (B) the number of days between Mr. Henry`s first day of employment and December 31, 2018 (291), divided by (C) 306. In accordance with the terms of the retention agreement, Mr. Henry received $1,051,843 in March 2018 under the retention agreement, which is the first retention bonus. The agreement also provides for the payment of future retention bonuses of $758,080, multiplied by the approved results of the Long-Term Incentive Plan Dashboard for each of the 2016-2018 and 2017-2019 performance periods, payable on March 1, 2019 and March 1, 2020, respectively, based on Mr. Henry`s continued employment and the satisfactory performance of his professional duties as directed by Oncor. The retention contract provides that in the event that Mr Henry von Oncor`s employment relationship is terminated for good cause before 1 March 2020 or if Mr Henry ends without just cause, all unpaid deductible premiums will be immediately forfeited. In the event of termination of the employment relationship by Oncor without giving reasons or control. In the event of Henry`s termination for cause, all unpaid retention premiums are immediately vested and payable on a pro rata basis, calculated in accordance with the long-term incentive plan. 3.

Excluded Claims. 1. Retention bonus. Subject to the terms and conditions set forth herein, you will receive a lump sum payment of $__(the “Retention Bonus”) on March 31, 2020. As a condition of receiving the retention bonus, you (i) hereby waive any participation in any annual bonus plan established by the Company for the 2020 calendar year and (ii) agree to waive and terminate any share-based rewards that the Company has previously granted to you during the 2020 calendar year to the extent that the Company reasonably concludes: such forfeiture pursuant to section 409A of the Internal Revenue Code 1986, as amended (the “Code”). You agree that in the event that your employment with the Company for a reason other than the qualifying termination of employment ends before the earlier date (A) the effective date of any reorganization plan approved under Chapter 11 of the Bankruptcy Act or (B) March 30, 2021 (the “Closing Date”), you are required to provide the Company with 100% of the after-tax value of the Retention Premium to be refunded. .

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