WHEREAS, the Executive desires to continue to be employed by the Company as President and Chief Executive Officer and to perform his duties to the Company on the terms and conditions hereinafter set forth; and

WHEREAS , the Executive desires to continue to be employed by the Company as President and Chief Executive Officer and to perform his duties to the Company on the terms and conditions hereinafter set forth ; and


1\. Employment. Executives employment under this Agreement shall commence on February2, 2016 (the Effective Date) and shall continue until the termination of Executives employment under this Agreement. The period from the Effective Date until the termination of Executives employment under this Agreement is referred to as the Employment Period.

1 \ . Employment . Executives employment under this Agreement shall commence on February2 , 2016 ( the Effective Date ) and shall continue until the termination of Executives employment under this Agreement . The period from the Effective Date until the termination of Executives employment under this Agreement is referred to as the Employment Period .


(a) Base salary. As compensation for Executives performance of Executives duties hereunder, Executives current base salary shall remain unchanged until the closing date of the Companys initial public offering (IPO Date), upon which Executives Base salary will increase to $350,000 per year, in each case payable in accordance with the normal payroll practices of the Company, less required deductions for state and federal withholding tax, social

( a ) Base salary . As compensation for Executives performance of Executives duties hereunder , Executives current base salary shall remain unchanged until the closing date of the Companys initial public offering ( IPO Date ) , upon which Executives Base salary will increase to $ 350 , 000 per year , in each case payable in accordance with the normal payroll practices of the Company , less required deductions for state and federal withholding tax , social


(iii) if the Executive timely elects to receive continued coverage under the Companys group health care plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 , as amended ( COBRA ), the Company shall pay the employer portion of applicable COBRA premium payments for the Executives and, as applicable, Executives dependents, continued health coverage under such plan (as in effect or amended from time to time) (the COBRA Subsidy) until the earlier of: (1)

( iii ) if the Executive timely elects to receive continued coverage under the Companys group health care plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 , as amended ( COBRA ) , the Company shall pay the employer portion of applicable COBRA premium payments for the Executives and , as applicable , Executives dependents , continued health coverage under such plan ( as in effect or amended from time to time ) ( the COBRA Subsidy ) until the earlier of : ( 1 )


(ii) The consummation of a reorganization, merger or consolidation of the Company, in each case, with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of shares and voting securities of the Company immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such reorganization, merger or consolidation;

( ii ) The consummation of a reorganization , merger or consolidation of the Company , in each case , with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of shares and voting securities of the Company immediately prior to such reorganization , merger or consolidation do not , following such reorganization , merger or consolidation , beneficially own , directly or indirectly , more than 50 % of , respectively , the then outstanding shares and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors , as the case may be , of the corporation resulting from such reorganization , merger or consolidation ;


Termination due to Disability shall mean Executives termination of employment as a result of Executive becoming incapacitated for a period of at least 180 days by accident, sickness or other circumstance that renders Executive mentally or physically incapable of performing the material duties as President and Chief Executive Officer .

Termination due to Disability shall mean Executives termination of employment as a result of Executive becoming incapacitated for a period of at least 180 days by accident , sickness or other circumstance that renders Executive mentally or physically incapable of performing the material duties as President and Chief Executive Officer .


14\. Code Section409A . This Agreement is intended to comply with the requirements of Section409A of the Code, and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation 1.409A-1 (b)(9) (iii) or as short-term deferrals pursuant to Treasury regulation 1.409A-1 (b)(4) , and for such purposes, each payment to

14 \ . Code Section409A . This Agreement is intended to comply with the requirements of Section409A of the Code , and shall be interpreted and construed consistently with such intent . The payments to Executive pursuant to this Agreement are also intended to be exempt from Section409A of the Code to the maximum extent possible , under either the separation pay exemption pursuant to Treasury regulation 1 . 409A-1 ( b ) ( 9 ) ( iii ) or as short-term deferrals pursuant to Treasury regulation 1 . 409A-1 ( b ) ( 4 ) , and for such purposes , each payment to


| | ---|---|--- EXICURE, INC. | By: | | /s/ Chad A. Mirkin, Ph.D. | | Name: Chad A. Mirkin, Ph.D. | | Title: Chairman of the Board of Directors DAVID A. GILJOHANN, PH.D. | By: | | /s/ David A. Giljohann , Ph.D.

| | - - - | - - - | - - - EXICURE , INC . | By : | | / s / Chad A . Mirkin , Ph . D . | | Name : Chad A . Mirkin , Ph . D . | | Title : Chairman of the Board of Directors DAVID A . GILJOHANN , PH . D . | By : | | / s / David A . Giljohann , Ph . D .


(b)Position and Duties. During the Term, the Executive shall serve as the Chief Executive Officer of the Company, and shall have supervision and control over and responsibility for the day-to-day business and affairs of the Company and shall have such other powers and duties as may from time to time be prescribed by the Board of Directors of the Company (the Board) or other authorized executive, provided that such duties are consistent with the Executives position or other positions that he may hold from time to time. The Executive shall devote substantially all his working time and efforts to the business and affairs of the Company. The Company will provide the Executive with indemnification protection for his role as the Chief Executive Officer to the same extent as other officers of the Company. Notwithstanding the foregoing, the Executive may serve on up to three (3)boards of directors of companies of his choice, provided the Executive will notify the Board upon joining or leaving any such board, and provided further that the Executive will not serve on more than one (1)board of directors of a publicly listed company; the Executive will have ninety (90)days after the Commencement Date to become in compliance with this sentence. The Executive may also serve on additional boards of directors, with the approval of the Board, or engage in religious, charitable or other community activities as long as such services and activities (a)are disclosed to the Board when they require a significant time commitment and (b)do not materially interfere with the Executives performance of his duties to the Company as provided in this Agreement.

( b ) Position and Duties . During the Term , the Executive shall serve as the Chief Executive Officer of the Company , and shall have supervision and control over and responsibility for the day-to-day business and affairs of the Company and shall have such other powers and duties as may from time to time be prescribed by the Board of Directors of the Company ( the Board ) or other authorized executive , provided that such duties are consistent with the Executives position or other positions that he may hold from time to time . The Executive shall devote substantially all his working time and efforts to the business and affairs of the Company . The Company will provide the Executive with indemnification protection for his role as the Chief Executive Officer to the same extent as other officers of the Company . Notwithstanding the foregoing , the Executive may serve on up to three ( 3 ) boards of directors of companies of his choice , provided the Executive will notify the Board upon joining or leaving any such board , and provided further that the Executive will not serve on more than one ( 1 ) board of directors of a publicly listed company ; the Executive will have ninety ( 90 ) days after the Commencement Date to become in compliance with this sentence . The Executive may also serve on additional boards of directors , with the approval of the Board , or engage in religious , charitable or other community activities as long as such services and activities ( a ) are disclosed to the Board when they require a significant time commitment and ( b ) do not materially interfere with the Executives performance of his duties to the Company as provided in this Agreement .


(c)Stock Options. Subject to final approval by the Board, on or after the Commencement Date, the Company shall grant the Executive an option to purchase a number of shares of the Companys common stock at the shares then fair market value (FMV) which equals two percent ( 2.0% ) of the Companys shares then outstanding on a fully-diluted basis, including for such purposes (i)the exercise of all vested options and warrants and the conversion of all convertible securities, and (ii)the amount of such grant (the Initial Time Based Equity Award). To the extent permitted by the tax laws, the Initial Time Based Equity Award shall be granted in the form of an incentive stock option meeting the requirements of Section422 of the Code except to the extent that the Executive directs that the option be granted in whole or in part in the form of a non-qualified stock option. To induce the Executive to become an employee of the Company, the Executive hereby agrees that, to the extent any of the Initial Time Based Equity Award is required (or elected by the Executive) to be a non-qualified stock option, then such non-qualified stock option may be granted to Executive as an as inducement grant consistent with the requirements of NASDAQ Stock Market Rule 5635(c)(4) instead of pursuant to the Companys existing stock plan. The Initial Time Based Equity Award shall be subject to the terms of and contingent upon Executives execution of a stock option award agreement(s) issued pursuant to the Companys stock plan or otherwise to the extent issued as an inducement grant, including with respect to vesting and exercisability. The Initial Time Based Equity Award shall be subject to time-based vesting for a four-year period starting on the Commencement Date, with 25% of the Initial Time Based Equity Award vesting on the one-year anniversary of the Commencement Date, and then 2.0833% of the Initial Time Based Equity Award vesting on the first day of each month after the one (1)year anniversary of the Commencement Date. : For clarity, any agreement evidencing an equity award by the Company to the Executive will be consistent with, and subject to, the terms of this Agreement.

( c ) Stock Options . Subject to final approval by the Board , on or after the Commencement Date , the Company shall grant the Executive an option to purchase a number of shares of the Companys common stock at the shares then fair market value ( FMV ) which equals two percent ( 2 . 0 % ) of the Companys shares then outstanding on a fully-diluted basis , including for such purposes ( i ) the exercise of all vested options and warrants and the conversion of all convertible securities , and ( ii ) the amount of such grant ( the Initial Time Based Equity Award ) . To the extent permitted by the tax laws , the Initial Time Based Equity Award shall be granted in the form of an incentive stock option meeting the requirements of Section422 of the Code except to the extent that the Executive directs that the option be granted in whole or in part in the form of a non-qualified stock option . To induce the Executive to become an employee of the Company , the Executive hereby agrees that , to the extent any of the Initial Time Based Equity Award is required ( or elected by the Executive ) to be a non-qualified stock option , then such non-qualified stock option may be granted to Executive as an as inducement grant consistent with the requirements of NASDAQ Stock Market Rule 5635 ( c ) ( 4 ) instead of pursuant to the Companys existing stock plan . The Initial Time Based Equity Award shall be subject to the terms of and contingent upon Executives execution of a stock option award agreement ( s ) issued pursuant to the Companys stock plan or otherwise to the extent issued as an inducement grant , including with respect to vesting and exercisability . The Initial Time Based Equity Award shall be subject to time-based vesting for a four-year period starting on the Commencement Date , with 25 % of the Initial Time Based Equity Award vesting on the one-year anniversary of the Commencement Date , and then 2 . 0833 % of the Initial Time Based Equity Award vesting on the first day of each month after the one ( 1 ) year anniversary of the Commencement Date . : For clarity , any agreement evidencing an equity award by the Company to the Executive will be consistent with , and subject to , the terms of this Agreement .


(ii)if the Executive was participating in the Companys group health plan immediately prior to the Date of Termination and elects COBRA health

( ii ) if the Executive was participating in the Companys group health plan immediately prior to the Date of Termination and elects COBRA health


(i)any person, as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 , as amended (the Act) ( other than the Company, any of its subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any of its subsidiaries), together with all affiliates and associates (as such terms are defined in Rule 12b-2 under the Act) of such person, shall become the beneficial owner (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 50percent or more of the combined voting power of the Companys then outstanding securities having the right to vote in an election of the Board (Voting Securities) (in such case other than as a result of an acquisition of securities directly from the Company); or

( i ) any person , as such term is used in Sections 13 ( d ) and 14 ( d ) of the Securities Exchange Act of 1934 , as amended ( the Act ) ( other than the Company , any of its subsidiaries , or any trustee , fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any of its subsidiaries ) , together with all affiliates and associates ( as such terms are defined in Rule 12b-2 under the Act ) of such person , shall become the beneficial owner ( as such term is defined in Rule 13d-3 under the Act ) , directly or indirectly , of securities of the Company representing 50percent or more of the combined voting power of the Companys then outstanding securities having the right to vote in an election of the Board ( Voting Securities ) ( in such case other than as a result of an acquisition of securities directly from the Company ) ; or


(iii)the consummation of (A)any consolidation or merger of the Company where the stockholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, shares representing in the aggregate more than 50percent of the voting shares of the Company issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any), or (B)any sale or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company.

( iii ) the consummation of ( A ) any consolidation or merger of the Company where the stockholders of the Company , immediately prior to the consolidation or merger , would not , immediately after the consolidation or merger , beneficially own ( as such term is defined in Rule 13d-3 under the Act ) , directly or indirectly , shares representing in the aggregate more than 50percent of the voting shares of the Company issuing cash or securities in the consolidation or merger ( or of its ultimate parent corporation , if any ) , or ( B ) any sale or other transfer ( in one transaction or a series of transactions contemplated or arranged by any party as a single plan ) of all or substantially all of the assets of the Company .


9.Consent to jurisdiction. To the extent that any court action is permitted consistent with or to enforce Section8, the parties hereby consent to the jurisdiction of the Superior Court of The Commonwealth of Massachusetts and the United States District Court for the District of Massachusetts. Accordingly, with respect to any such court action, the Executive (a)submits to the personal jurisdiction of such courts; (b)consents to service of process; and (c)waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process.

9 . Consent to jurisdiction . To the extent that any court action is permitted consistent with or to enforce Section8 , the parties hereby consent to the jurisdiction of the Superior Court of The Commonwealth of Massachusetts and the United States District Court for the District of Massachusetts . Accordingly , with respect to any such court action , the Executive ( a ) submits to the personal jurisdiction of such courts ; ( b ) consents to service of process ; and ( c ) waives any other requirement ( whether imposed by statute , rule of court , or otherwise ) with respect to personal jurisdiction or service of process .


| | | | ---|---|---|---|--- | | AERPIO PHARMACEUTICALS, INC. | | | | By: | |


/s/ Stephen Hoffman | | Stephen Hoffman

/ s / Stephen Hoffman | | Stephen Hoffman


This Employment Agreement (Agreement) is made and entered into as of October 18, 2017 (the Effective Date), by and between MidWestOne Financial Group, Inc. (the Company) and Katie Lorenson (Executive, and together with the Company, the Parties).

This Employment Agreement ( Agreement ) is made and entered into as of October 18 , 2017 ( the Effective Date ) , by and between MidWestOne Financial Group , Inc . ( the Company ) and Katie Lorenson ( Executive , and together with the Company , the Parties ) .


A.Executive is currently employed by the Company, pursuant to the terms of that certain employment agreement dated February 1, 2016 (the Prior Employment Agreement ) by and between Executive and the Company.

A . Executive is currently employed by the Company , pursuant to the terms of that certain employment agreement dated February 1 , 2016 ( the Prior Employment Agreement ) by and between Executive and the Company .


2. Duties. During the Employment Period, Executive shall devote Executives full business time, energies and talents to serving as Senior Vice President and Chief Financial Officer of the Company, at the direction of the Companys President and Chief Executive Officer (the CEO ). Executive shall have such duties and responsibilities as may be assigned to Executive from time to time by the CEO , which duties and responsibilities shall be commensurate with Executives position, shall perform all duties assigned to Executive faithfully and efficiently, subject to the direction of the CEO and shall have such authorities and powers as are inherent to the undertakings applicable to Executives position and necessary to carry out the

2 . Duties . During the Employment Period , Executive shall devote Executives full business time , energies and talents to serving as Senior Vice President and Chief Financial Officer of the Company , at the direction of the Companys President and Chief Executive Officer ( the CEO ) . Executive shall have such duties and responsibilities as may be assigned to Executive from time to time by the CEO , which duties and responsibilities shall be commensurate with Executives position , shall perform all duties assigned to Executive faithfully and efficiently , subject to the direction of the CEO and shall have such authorities and powers as are inherent to the undertakings applicable to Executives position and necessary to carry out the


responsibilities and duties required of Executive hereunder. Executive shall perform the duties required by this Agreement at the Companys primary location in Golden Valley, Minnesota unless the nature of such duties requires otherwise; provided, however, that Executive shall be required to be present at the Companys headquarters in Iowa City, Iowa at such times as Executive, in her reasonable discretion, determines is necessary or advisable to faithfully and efficiently discharge the duties of her employment hereunder. Notwithstanding the foregoing provisions of this Section 2, during the Employment Period, Executive may devote reasonable time to activities other than those required under this Agreement, including activities of a charitable, educational, religious or similar nature (including professional associations) to the extent such activities do not, in the reasonable judgment of the CEO , inhibit, prohibit, interfere with or conflict with Executives duties under this Agreement or conflict in any material way with the business of the Company or an Affiliate; provided, however, that Executive shall not serve on the board of directors of any business (other than the Company or an Affiliate) or hold any other position with any business without receiving the prior written consent of the CEO .

responsibilities and duties required of Executive hereunder . Executive shall perform the duties required by this Agreement at the Companys primary location in Golden Valley , Minnesota unless the nature of such duties requires otherwise ; provided , however , that Executive shall be required to be present at the Companys headquarters in Iowa City , Iowa at such times as Executive , in her reasonable discretion , determines is necessary or advisable to faithfully and efficiently discharge the duties of her employment hereunder . Notwithstanding the foregoing provisions of this Section 2 , during the Employment Period , Executive may devote reasonable time to activities other than those required under this Agreement , including activities of a charitable , educational , religious or similar nature ( including professional associations ) to the extent such activities do not , in the reasonable judgment of the CEO , inhibit , prohibit , interfere with or conflict with Executives duties under this Agreement or conflict in any material way with the business of the Company or an Affiliate ; provided , however , that Executive shall not serve on the board of directors of any business ( other than the Company or an Affiliate ) or hold any other position with any business without receiving the prior written consent of the CEO .


(a) Executive shall be compensated at an annual rate of two hundred fifteen thousand dollars ( $215,000.00 ) (the Annual Base salary), which shall be payable in accordance with the normal payroll practices of the Company then in effect. Beginning on January 1, 2018 and on each anniversary of such date, Executives Annual Base salary shall be reviewed, and may be adjusted, by the Companys Board of Directors.

( a ) Executive shall be compensated at an annual rate of two hundred fifteen thousand dollars ( $ 215 , 000 . 00 ) ( the Annual Base salary ) , which shall be payable in accordance with the normal payroll practices of the Company then in effect . Beginning on January 1 , 2018 and on each anniversary of such date , Executives Annual Base salary shall be reviewed , and may be adjusted , by the Companys Board of Directors .


(b) Executive shall be eligible to receive performance-based annual incentive bonuses (each, the Incentive Bonus) from the Company for each fiscal year ending during the Employment Period. Any such Incentive Bonus shall be paid to Executive within thirty (30) days of the completion of the respective fiscal year audit by the Companys auditor, but in no event later than two and one- half (2) months after the close of each such fiscal year. Executives annual Incentive Bonus opportunity shall be equal to thirty-three and one-third percent ( 33-1/3% ) of her Annual Base salary ; provided, however, that this amount may be reduced in an amount that will not give rise to a Good Reason under this Agreement.

( b ) Executive shall be eligible to receive performance-based annual incentive bonuses ( each , the Incentive Bonus ) from the Company for each fiscal year ending during the Employment Period . Any such Incentive Bonus shall be paid to Executive within thirty ( 30 ) days of the completion of the respective fiscal year audit by the Companys auditor , but in no event later than two and one - half ( 2 ) months after the close of each such fiscal year . Executives annual Incentive Bonus opportunity shall be equal to thirty-three and one-third percent ( 33-1 / 3 % ) of her Annual Base salary ; provided , however , that this amount may be reduced in an amount that will not give rise to a Good Reason under this Agreement .


(ii) To the extent any portion of the Severance Amount exceeds the safe harbor amount described in Treasury Regulation 1.409A-1(b)(9) (iii)(A), Executive shall receive such portion of the Severance Amount that exceeds the safe harbor amount in a single lump sum payment payable on the first Company payroll date that occurs on or following the sixtieth (60th) day following the termination date.

( ii ) To the extent any portion of the Severance Amount exceeds the safe harbor amount described in Treasury Regulation 1 . 409A-1 ( b ) ( 9 ) ( iii ) ( A ) , Executive shall receive such portion of the Severance Amount that exceeds the safe harbor amount in a single lump sum payment payable on the first Company payroll date that occurs on or following the sixtieth ( 60th ) day following the termination date .


(ii) Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Accordingly, Executive has the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. Executive also has the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. Nothing in this Agreement is intended to conflict with 18 U.S.C. 1833 (b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. 1833 (b). Nothing in this Agreement shall be construed to authorize, or limit liability for, an act that is otherwise prohibited by law, such as the unlawful access of material by unauthorized means.

( ii ) Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that ( A ) is made ( 1 ) in confidence to a federal , state , or local government official , either directly or indirectly , or to an attorney , and ( 2 ) solely for the purpose of reporting or investigating a suspected violation of law ; or ( B ) is made in a complaint or other document filed in a lawsuit or other proceeding , if such filing is made under seal . Accordingly , Executive has the right to disclose in confidence trade secrets to federal , state , and local government officials , or to an attorney , for the sole purpose of reporting or investigating a suspected violation of law . Executive also has the right to disclose trade secrets in a document filed in a lawsuit or other proceeding , but only if the filing is made under seal and protected from public disclosure . Nothing in this Agreement is intended to conflict with 18 U . S . C . 1833 ( b ) or create liability for disclosures of trade secrets that are expressly allowed by 18 U . S . C . 1833 ( b ) . Nothing in this Agreement shall be construed to authorize , or limit liability for , an act that is otherwise prohibited by law , such as the unlawful access of material by unauthorized means .


(i) Engage or invest in, own, manage, operate, finance, control, participate in the ownership, management, operation or control of, be employed by, associated with or in any manner connected with, serve as a director, officer or consultant to, lend Executives name or any similar name to, lend Executives credit to or render services or advice to, in each case in the capacity that Executive provided services to the Company or any Affiliate, any person, firm, partnership, corporation or trust that owns, operates or is in the process of forming a Financial Institution with an office located, or to be located at an address identified in a filing with any regulatory authority, within the Restrictive Area; provided, however, that the ownership by Executive of shares of the capital stock of any Financial Institution, which shares are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System and which do not represent more than five (5) percent ( 5% ) of the institutions outstanding capital stock, shall not violate any terms of this Agreement;

( i ) Engage or invest in , own , manage , operate , finance , control , participate in the ownership , management , operation or control of , be employed by , associated with or in any manner connected with , serve as a director , officer or consultant to , lend Executives name or any similar name to , lend Executives credit to or render services or advice to , in each case in the capacity that Executive provided services to the Company or any Affiliate , any person , firm , partnership , corporation or trust that owns , operates or is in the process of forming a Financial Institution with an office located , or to be located at an address identified in a filing with any regulatory authority , within the Restrictive Area ; provided , however , that the ownership by Executive of shares of the capital stock of any Financial Institution , which shares are listed on a securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System and which do not represent more than five ( 5 ) percent ( 5 % ) of the institutions outstanding capital stock , shall not violate any terms of this Agreement ;


MidWestOne Financial Group, Inc.


102 South Clinton Street


10. Applicable Law. All questions concerning the construction, validity and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by the internal laws of the State of Minnesota applicable to agreements made and wholly to be performed in such state without regard to conflicts of law provisions of any jurisdiction, and any court action commenced to enforce this Agreement shall have as its sole and exclusive venue the County of Hennepin, Minnesota.

10 . Applicable Law . All questions concerning the construction , validity and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by the internal laws of the State of Minnesota applicable to agreements made and wholly to be performed in such state without regard to conflicts of law provisions of any jurisdiction , and any court action commenced to enforce this Agreement shall have as its sole and exclusive venue the County of Hennepin , Minnesota .


(a) 1934 Act means the Securities Exchange Act of 1934 .

( a ) 1934 Act means the Securities Exchange Act of 1934 .


Notwithstanding any provision in this definition to the contrary, a Change in Control shall not be deemed to occur solely because fifty percent ( 50% ) or more of the combined voting power of the then outstanding securities of the Company are acquired by (A) a trustee or other fiduciary holding securities under one (1) or more employee benefit plans maintained for employees of the Company or an Affiliate or (B) any corporation that, immediately prior to such acquisition, is owned directly or indirectly by the shareholders in the same proportion as their ownership of stock immediately prior to such acquisition.

Notwithstanding any provision in this definition to the contrary , a Change in Control shall not be deemed to occur solely because fifty percent ( 50 % ) or more of the combined voting power of the then outstanding securities of the Company are acquired by ( A ) a trustee or other fiduciary holding securities under one ( 1 ) or more employee benefit plans maintained for employees of the Company or an Affiliate or ( B ) any corporation that , immediately prior to such acquisition , is owned directly or indirectly by the shareholders in the same proportion as their ownership of stock immediately prior to such acquisition .


(i) Code means the I nternal Revenue Code of 1986 .

( i ) Code means the I nternal Revenue Code of 1986 .


IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. --- | | | | MIDWESTONE FINANCIAL GROUP, INC.

IN WITNESS WHEREOF , the Parties have executed this Agreement as of the Effective Date . - - - | | | | MIDWESTONE FINANCIAL GROUP , INC .


B. Executive and the Company are parties to that certain Employment Agreement , made and entered into [_______________], as amended (the Employment Agreement ).

B . Executive and the Company are parties to that certain Employment Agreement , made and entered into [ _______________ ] , as amended ( the Employment Agreement ) .


The United States and State of Minnesota Constitutions, | ---|--- (ii)

The United States and State of Minnesota Constitutions , | - - - | - - - ( ii )


The Civil Rights Act of 1991 , | ---|--- (v)

The Civil Rights Act of 1991 , | - - - | - - - ( v )


The Equal pay Act , | ---|--- ( vi)

The Equal pay Act , | - - - | - - - ( vi )


The Age Discrimination in Employment Act ( the ADEA ), | ---|--- (viii)

The Age Discrimination in Employment Act ( the ADEA ) , | - - - | - - - ( viii )


The Older Workers Benefit Protection Act , | ---|--- ( Older Workers Benefit Protection Act , | ---|--- (ix)

The Older Workers Benefit Protection Act , | - - - | - - - ( Older Workers Benefit Protection Act , | - - - | - - - ( ix )


The Americans with Disabilities Act , | ---|--- ( xi)

The Americans with Disabilities Act , | - - - | - - - ( xi )


The Family and Medical Leave Act , | ---|--- ( xii)

The Family and Medical Leave Act , | - - - | - - - ( xii )


The Fair Labor Standards Act , | ---|--- ( xiv)

The Fair Labor Standards Act , | - - - | - - - ( xiv )


Executive Order 11141 , and | ---|--- (xx)

Executive Order 11141 , and | - - - | - - - ( xx )


(g) For relief on the basis of any alleged tort or breach of contract under the common law of the State of Minnesota or any other state, including defamation, intentional or negligent infliction of emotional distress, breach of the covenant of good faith and fair dealing, promissory estoppel, and negligence.

( g ) For relief on the basis of any alleged tort or breach of contract under the common law of the State of Minnesota or any other state , including defamation , intentional or negligent infliction of emotional distress , breach of the covenant of good faith and fair dealing , promissory estoppel , and negligence .


Executive acknowledges that statutes exist that render null and void releases and waivers of any claims, rights, demands, liabilities, actions, and causes of action that are unknown to the releasing or waiving party at the time of execution of the release and waiver. Executive waives, surrenders, and shall forego any protection to which Executive would otherwise be entitled by virtue of the existence of any such statutes in any jurisdiction, including the State of Minnesota .

Executive acknowledges that statutes exist that render null and void releases and waivers of any claims , rights , demands , liabilities , actions , and causes of action that are unknown to the releasing or waiving party at the time of execution of the release and waiver . Executive waives , surrenders , and shall forego any protection to which Executive would otherwise be entitled by virtue of the existence of any such statutes in any jurisdiction , including the State of Minnesota .


8. Restrictive Covenants. Section 7 of the Employment Agreement (entitled Restrictive Covenants), shall continue in full force and effect as if fully restated herein.

8 . Restrictive Covenants . Section 7 of the Employment Agreement ( entitled Restrictive Covenants ) , shall continue in full force and effect as if fully restated herein .


IN WITNESS WHEREOF, the Parties have executed this Agreement as of dates set forth below their respective signatures below. --- | | | | | MIDWESTONE FINANCIAL GROUP, INC.

IN WITNESS WHEREOF , the Parties have executed this Agreement as of dates set forth below their respective signatures below . - - - | | | | | MIDWESTONE FINANCIAL GROUP , INC .


THIS EMPLOYMENT AGREEMENT (this Agreement) is hereby entered into as of October 17, 2017 , by and between Realogy Holdings Corp. (the Company) and Ryan M. Schneider (Executive) (hereinafter collectively referred to as the Parties).

THIS EMPLOYMENT AGREEMENT ( this Agreement ) is hereby entered into as of October 17 , 2017 , by and between Realogy Holdings Corp . ( the Company ) and Ryan M . Schneider ( Executive ) ( hereinafter collectively referred to as the Parties ) .


(a) Executive shall be assigned with the duties and responsibilities of President and Chief Operating Officer , it being understood that it is anticipated that on or before December 31, 201 7 , Executive shall be appointed as Chief Executive Officer and thereafter assigned with the duties and responsibilities of such office as may reasonably be assigned to Executive from time to time by the Board of Directors of the Company (the Board). Executive shall perform such duties, undertake the responsibilities, and exercise the authorities customarily performed, undertaken and exercised by persons situated in a similar executive capacity at a similar company. In performing Executives duties hereunder, while serving as President and Chief Operating Officer , Executive shall report jointly to the Chief Executive Officer and the Board, and at such time as he is appointed as Chief Executive Officer , Executive shall report solely and directly to the Board. Within thirty (30) days after the Effective Date, the Company shall cause Executive to be appointed to the Board. When Executive is elected as a director of the Company or as a director or officer of any of the Companys Affiliates, Executive will fulfill Executives duties as such director or officer without additional compensation. During the Term, the Company shall cause Executive to be nominated to the Board and support his reelection. The Company agrees to explicitly state in its public announcement of the hiring of the Executive that the Executive is the CEO designate and that the Company anticipates that the Executive will be named as the Chief Executive Officer by December 31, 201 7 .

( a ) Executive shall be assigned with the duties and responsibilities of President and Chief Operating Officer , it being understood that it is anticipated that on or before December 31 , 201 7 , Executive shall be appointed as Chief Executive Officer and thereafter assigned with the duties and responsibilities of such office as may reasonably be assigned to Executive from time to time by the Board of Directors of the Company ( the Board ) . Executive shall perform such duties , undertake the responsibilities , and exercise the authorities customarily performed , undertaken and exercised by persons situated in a similar executive capacity at a similar company . In performing Executives duties hereunder , while serving as President and Chief Operating Officer , Executive shall report jointly to the Chief Executive Officer and the Board , and at such time as he is appointed as Chief Executive Officer , Executive shall report solely and directly to the Board . Within thirty ( 30 ) days after the Effective Date , the Company shall cause Executive to be appointed to the Board . When Executive is elected as a director of the Company or as a director or officer of any of the Companys Affiliates , Executive will fulfill Executives duties as such director or officer without additional compensation . During the Term , the Company shall cause Executive to be nominated to the Board and support his reelection . The Company agrees to explicitly state in its public announcement of the hiring of the Executive that the Executive is the CEO designate and that the Company anticipates that the Executive will be named as the Chief Executive Officer by December 31 , 201 7 .


(d) Long-Term Incentive compensation. In respect of the 2018 fiscal year, Executive shall be entitled to a long-term incentive award with an aggregate grant date fair value of $7.5 million (subject to there being sufficient shares reserved under the Amended and Restated 2012 Long-Term Incentive Plan or other incentive plan approved by stockholders), but the composition and terms of the grants shall be determined by the Committee which shall be allocated across various equity vehicles and shall be generally consistent with the grants made to

( d ) Long-Term Incentive compensation . In respect of the 2018 fiscal year , Executive shall be entitled to a long-term incentive award with an aggregate grant date fair value of $ 7 . 5 million ( subject to there being sufficient shares reserved under the Amended and Restated 2012 Long-Term Incentive Plan or other incentive plan approved by stockholders ) , but the composition and terms of the grants shall be determined by the Committee which shall be allocated across various equity vehicles and shall be generally consistent with the grants made to


(b) Relocation Expenses. Executive shall be entitled to Plan A Company moving expense package to relocate from his home in Washington, D.C. to New Jersey .

( b ) Relocation Expenses . Executive shall be entitled to Plan A Company moving expense package to relocate from his home in Washington , D . C . to New Jersey .


Company or any of its Affiliates or pursuant to any incentive arrangement or plan offered by the Company or any of its Affiliates) shall be reduced (but not below zero) to the maximum amount which may be paid hereunder without Executive becoming subject to the Excise Tax (such reduced payments to be referred to as the payment Cap). In the event Executive receives reduced payments and benefits as a result of application of this Section 8, Executive shall have the right to designate which of the payments and benefits otherwise set forth herein (or any other agreement between the Company and Executive or any incentive arrangement or plan offered by the Company) shall be received in connection with the application of the payment Cap, subject to the following sentence. Reduction shall be made in the following order: (i) at the discretion of Executive, payments that are valued in full under Treasury Regulation Section 1.280G-1 , Q&A 24 and are not subject to Section 409A of the Code, (ii) payments that are valued in full under Treasury Regulation Section 1.280G-1 , Q&A 24 and are subject to Section 409A of the Code, with the amounts that are payable last reduced first, (iii) at the discretion of Executive, payments that are valued at less than full value under Treasury Regulation Section 1.280G-1 , Q&A 24 and are not subject to Section 409A of the Code and (iv) payments that are valued at less than full value under Treasury Regulation Section 1.280G-1 , Q&A 24 and are subject to Section 409A of the Code, with the amounts that are payable last reduced first. If the Accounting Firm determines that aggregate Covered payments should be reduced as described above, it shall promptly notify Executive and the Company to that effect. In the absence of manifest error, all determinations made by the Accounting Firm under this Section 8(a) shall be binding on Executive and the Company and shall be made as soon as reasonably practicable and in no event later than fifteen (15) days following the later of Executives date of termination of employment or the date of the transaction which causes the application of Section 280G of the Code. The Company shall bear all costs, fees and expenses of the Accounting Firm. To the extent requested by Executive, the Company shall cooperate with Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services to be provided by Executive (including Executive agreeing to refrain from performing services pursuant to a covenant not to compete) before, on or after the date of the transaction which causes the application of Section 280G of the Code such that payments in respect of such services may be considered to be reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term parachute payment within the meaning of Q&A-2(a) of such final regulations in accordance with Q&A-5(an) of such final regulations. If it is ultimately determined (by IRS private letter ruling or closing agreement, court decision or otherwise) that Executives Covered payments were reduced by too much or by too little in order to accomplish the purpose of this Section 8(a), Executive and the Company shall promptly cooperate to correct such underpayment or overpayment in a manner consistent with the purpose of this Section 8(a).

Company or any of its Affiliates or pursuant to any incentive arrangement or plan offered by the Company or any of its Affiliates ) shall be reduced ( but not below zero ) to the maximum amount which may be paid hereunder without Executive becoming subject to the Excise Tax ( such reduced payments to be referred to as the payment Cap ) . In the event Executive receives reduced payments and benefits as a result of application of this Section 8 , Executive shall have the right to designate which of the payments and benefits otherwise set forth herein ( or any other agreement between the Company and Executive or any incentive arrangement or plan offered by the Company ) shall be received in connection with the application of the payment Cap , subject to the following sentence . Reduction shall be made in the following order : ( i ) at the discretion of Executive , payments that are valued in full under Treasury Regulation Section 1 . 280G-1 , Q & amp ; A 24 and are not subject to Section 409A of the Code , ( ii ) payments that are valued in full under Treasury Regulation Section 1 . 280G-1 , Q & amp ; A 24 and are subject to Section 409A of the Code , with the amounts that are payable last reduced first , ( iii ) at the discretion of Executive , payments that are valued at less than full value under Treasury Regulation Section 1 . 280G-1 , Q & amp ; A 24 and are not subject to Section 409A of the Code and ( iv ) payments that are valued at less than full value under Treasury Regulation Section 1 . 280G-1 , Q & amp ; A 24 and are subject to Section 409A of the Code , with the amounts that are payable last reduced first . If the Accounting Firm determines that aggregate Covered payments should be reduced as described above , it shall promptly notify Executive and the Company to that effect . In the absence of manifest error , all determinations made by the Accounting Firm under this Section 8 ( a ) shall be binding on Executive and the Company and shall be made as soon as reasonably practicable and in no event later than fifteen ( 15 ) days following the later of Executives date of termination of employment or the date of the transaction which causes the application of Section 280G of the Code . The Company shall bear all costs , fees and expenses of the Accounting Firm . To the extent requested by Executive , the Company shall cooperate with Executive in good faith in valuing , and the Accounting Firm shall take into account the value of , services to be provided by Executive ( including Executive agreeing to refrain from performing services pursuant to a covenant not to compete ) before , on or after the date of the transaction which causes the application of Section 280G of the Code such that payments in respect of such services may be considered to be reasonable compensation within the meaning of Q & amp ; A-9 and Q & amp ; A-40 to Q & amp ; A-44 of the final regulations under Section 280G of the Code and / or exempt from the definition of the term parachute payment within the meaning of Q & amp ; A-2 ( a ) of such final regulations in accordance with Q & amp ; A-5 ( an ) of such final regulations . If it is ultimately determined ( by IRS private letter ruling or closing agreement , court decision or otherwise ) that Executives Covered payments were reduced by too much or by too little in order to accomplish the purpose of this Section 8 ( a ) , Executive and the Company shall promptly cooperate to correct such underpayment or overpayment in a manner consistent with the purpose of this Section 8 ( a ) .


writing and shall be deemed to have been duly given when personally delivered or sent by Certified mail, return receipt requested, postage prepaid, addressed to the respective addresses last given by each Party to the other, provided that all notices to the Company shall be directed to the attention of the Companys Chief Executive Officer with a copy to the Companys General Counsel. All notices and communications shall be deemed to have been received on the date of delivery thereof or on the third business day after the mailing thereof, except that notice of change of address shall be effective only upon receipt.

writing and shall be deemed to have been duly given when personally delivered or sent by Certified mail , return receipt requested , postage prepaid , addressed to the respective addresses last given by each Party to the other , provided that all notices to the Company shall be directed to the attention of the Companys Chief Executive Officer with a copy to the Companys General Counsel . All notices and communications shall be deemed to have been received on the date of delivery thereof or on the third business day after the mailing thereof , except that notice of change of address shall be effective only upon receipt .


(l) Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the state of Delaware applicable to contracts executed in and to be performed entirely within such state, without giving effect to the conflict of law principles thereof.

( l ) Governing Law . This Agreement shall be governed by and construed and enforced in accordance with the laws of the state of Delaware applicable to contracts executed in and to be performed entirely within such state , without giving effect to the conflict of law principles thereof .


Executive Vice President and Chief Human Resources Officer


Name: Ryan M. Schneider


THIS RELEASE AGREEMENT (the Release) is made by and between Ryan M. Schneider (Executive) and Realogy Holdings Corp. (the Company).

THIS RELEASE AGREEMENT ( the Release ) is made by and between Ryan M . Schneider ( Executive ) and Realogy Holdings Corp . ( the Company ) .


1. For and in consideration of the payments and benefits provided in Sections [7(d)(ii), (iii), (iv) and (v)] 7(e)(ii), (iii), (iv) and (v)] of the Employment agreement between Executive and the Company dated as of October 17, 2017 (the Employment Agreement), Executive, for himself, his successors and assigns, executors and administrators, now and forever hereby releases and discharges the Company, together with all of its past and present parents, subsidiaries, and affiliates, together with each of their officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their subsidiaries, affiliates, estates, predecessors, successors, and assigns; provided that such release shall extend to past and present officers, directors, shareholders, partners, employees, agents, representatives and attorneys only in their capacities as such or in respect of their relationship with the Company and its affiliates (hereinafter collectively referred to as the Releasees) from any and all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, agreements, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, Claims), which Executive or Executives executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date upon which Executive signs the Release, including but not limited to (A) any such Claims arising out of, or relating in any way to, Executives employment with the Company or any of the other Releasees, or the termination of Executives employment relationship with the Company or any of the other Releasees, and (B) any such Claims arising under any federal, local or state law, executive order, statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967 , as amended by the Older Workers Benefit Protection Act , Title VII of the Civil Rights Act of 1964 , the Americans with Disabilities Act of 1990 , the Employee Retirement Income Security Act of 1974 , the Civil Rights Act of 1991 , the Family and Medical Leave Act of 1993 , the Fair Labor Standards Act of 1938 (but limited to the provisions prohibiting retaliation), the Equal pay Act of 1963 , and the Sarbanes-Oxley Act of 2002 , any whistleblower or retaliation claims (to the extent permitted by applicable law),and/or the applicable federal, state or local law, executive order, statute or regulation against discrimination, each as amended; (ii) arising under or relating to the Employment Agreement or breach of a contract relating to employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company and any of the Releasees and Executive; provided, however, that notwithstanding the foregoing, nothing contained in the Release shall in any way diminish or impair: (a) any rights Executive may have under Section [7(d)][7(e)] of this Employment Agreement, including any accrued benefits; (b) any rights Executive may have, from and after the date upon which Executive signs the Release; (c) any rights to indemnification that may exist from time to time under the Companys certificate of incorporation or bylaws, or state law or any

1 . For and in consideration of the payments and benefits provided in Sections [ 7 ( d ) ( ii ) , ( iii ) , ( iv ) and ( v ) ] 7 ( e ) ( ii ) , ( iii ) , ( iv ) and ( v ) ] of the Employment agreement between Executive and the Company dated as of October 17 , 2017 ( the Employment Agreement ) , Executive , for himself , his successors and assigns , executors and administrators , now and forever hereby releases and discharges the Company , together with all of its past and present parents , subsidiaries , and affiliates , together with each of their officers , directors , stockholders , partners , employees , agents , representatives and attorneys , and each of their subsidiaries , affiliates , estates , predecessors , successors , and assigns ; provided that such release shall extend to past and present officers , directors , shareholders , partners , employees , agents , representatives and attorneys only in their capacities as such or in respect of their relationship with the Company and its affiliates ( hereinafter collectively referred to as the Releasees ) from any and all rights , claims , charges , actions , causes of action , complaints , sums of money , suits , debts , covenants , contracts , agreements , promises , obligations , damages , demands or liabilities of every kind whatsoever , in law or in equity , whether known or unknown , suspected or unsuspected ( collectively , Claims ) , which Executive or Executives executors , administrators , successors or assigns ever had , now has or may hereafter claim to have by reason of any matter , cause or thing whatsoever : ( i ) arising from the beginning of time up to the date upon which Executive signs the Release , including but not limited to ( A ) any such Claims arising out of , or relating in any way to , Executives employment with the Company or any of the other Releasees , or the termination of Executives employment relationship with the Company or any of the other Releasees , and ( B ) any such Claims arising under any federal , local or state law , executive order , statute or regulation , including , without limitation , the Age Discrimination in Employment Act of 1967 , as amended by the Older Workers Benefit Protection Act , Title VII of the Civil Rights Act of 1964 , the Americans with Disabilities Act of 1990 , the Employee Retirement Income Security Act of 1974 , the Civil Rights Act of 1991 , the Family and Medical Leave Act of 1993 , the Fair Labor Standards Act of 1938 ( but limited to the provisions prohibiting retaliation ) , the Equal pay Act of 1963 , and the Sarbanes-Oxley Act of 2002 , any whistleblower or retaliation claims ( to the extent permitted by applicable law ) , and / or the applicable federal , state or local law , executive order , statute or regulation against discrimination , each as amended ; ( ii ) arising under or relating to the Employment Agreement or breach of a contract relating to employment ; or ( iii ) arising under or relating to any policy , agreement , understanding or promise , written or oral , formal or informal , between the Company and any of the Releasees and Executive ; provided , however , that notwithstanding the foregoing , nothing contained in the Release shall in any way diminish or impair : ( a ) any rights Executive may have under Section [ 7 ( d ) ] [ 7 ( e ) ] of this Employment Agreement , including any accrued benefits ; ( b ) any rights Executive may have , from and after the date upon which Executive signs the Release ; ( c ) any rights to indemnification that may exist from time to time under the Companys certificate of incorporation or bylaws , or state law or any


7. The Release and the rights and obligations of the parties hereto shall be governed and construed in accordance with the laws of the state of Delaware . If any provision hereof is unenforceable or is held to be unenforceable, such provision shall be fully severable, and this document and its terms shall be construed and enforced as if such unenforceable provision had never comprised a part hereof, the remaining provisions hereof shall remain in full force and effect, and the court construing the provisions shall add as a part hereof a provision as similar in terms and effect to such unenforceable provision as may be enforceable, in lieu of the unenforceable provision.

7 . The Release and the rights and obligations of the parties hereto shall be governed and construed in accordance with the laws of the state of Delaware . If any provision hereof is unenforceable or is held to be unenforceable , such provision shall be fully severable , and this document and its terms shall be construed and enforced as if such unenforceable provision had never comprised a part hereof , the remaining provisions hereof shall remain in full force and effect , and the court construing the provisions shall add as a part hereof a provision as similar in terms and effect to such unenforceable provision as may be enforceable , in lieu of the unenforceable provision .


This Employment Agreement (Agreement) is made as of the Effective Date between Cincinnati Bell Inc. (Employer) and Shannon M. Mullen (Employee). For purposes of this Agreement, the Effective Date means October 10, 201 7 .

This Employment Agreement ( Agreement ) is made as of the Effective Date between Cincinnati Bell Inc . ( Employer ) and Shannon M . Mullen ( Employee ) . For purposes of this Agreement , the Effective Date means October 10 , 201 7 .


2. Term of Agreement. The term of this Agreement initially shall be the one year period commencing on the Effective Date. On the first anniversary of the Effective Date and on each subsequent anniversary of the Effective Date, the term of this Agreement automatically shall be extended for a period of one additional year . Notwithstanding the foregoing, the term of this Agreement is subject to termination as provided in Section 13.

2 . Term of Agreement . The term of this Agreement initially shall be the one year period commencing on the Effective Date . On the first anniversary of the Effective Date and on each subsequent anniversary of the Effective Date , the term of this Agreement automatically shall be extended for a period of one additional year . Notwithstanding the foregoing , the term of this Agreement is subject to termination as provided in Section 13 .


A. Employee will serve as Vice President and Corporate Controller for Cincinnati Bell Inc. or in such other equivalent capacity as may be designated by the Chief Executive Officer of Employer. Employee will report to the Chief Financial Officer of Employer or to such other officer as the Chief Executive Officer of Employer may direct.

A . Employee will serve as Vice President and Corporate Controller for Cincinnati Bell Inc . or in such other equivalent capacity as may be designated by the Chief Executive Officer of Employer . Employee will report to the Chief Financial Officer of Employer or to such other officer as the Chief Executive Officer of Employer may direct .


(iv) When an amount (referred to in this Section 13.I.(iv) as the principal sum) that is payable under Section 13.D.(i), 13.D.(iv), 13.E.(i), or 13.E.(iv) within five days after the date which is six months after Employees termination of employment with Employer is paid, such payment shall also include an amount that is equal to the amount of interest that would have been earned by such principal sum for the period from the date of Employees termination of employment with Employer to the date which is six months after Employees termination of employment had such principal sum earned interest for such period at an annual rate of interest of 3.5% .

( iv ) When an amount ( referred to in this Section 13 . I . ( iv ) as the principal sum ) that is payable under Section 13 . D . ( i ) , 13 . D . ( iv ) , 13 . E . ( i ) , or 13 . E . ( iv ) within five days after the date which is six months after Employees termination of employment with Employer is paid , such payment shall also include an amount that is equal to the amount of interest that would have been earned by such principal sum for the period from the date of Employees termination of employment with Employer to the date which is six months after Employees termination of employment had such principal sum earned interest for such period at an annual rate of interest of 3 . 5 % .


17. Governing Law. This agreement shall be governed by the laws of the State of Ohio and, to the extent applicable, federal law.

17 . Governing Law . This agreement shall be governed by the laws of the State of Ohio and , to the extent applicable , federal law .


21. Confidentiality of Agreement Terms. The terms of this Agreement shall be held in strict confidence by Employee and shall not be disclosed by Employee to anyone other than Employees spouse, Employees legal counsel and Employees other advisors, unless required by law. Further, except as provided in the preceding sentence, Employee shall not reveal the existence of this Agreement or discuss its terms with any person (including but not limited to any employee of Employer or its Affiliates) without the express authorization of the President of Employer, provided that Employee shall advise any prospective new employer of the existence of Employees non-competition, confidentiality and similar obligations under this Agreement. To the extent that the terms of this Agreement have been disclosed by Employer, in a public filing or otherwise, the confidentiality requirements of this Section 21 shall no longer apply to such terms.

21 . Confidentiality of Agreement Terms . The terms of this Agreement shall be held in strict confidence by Employee and shall not be disclosed by Employee to anyone other than Employees spouse , Employees legal counsel and Employees other advisors , unless required by law . Further , except as provided in the preceding sentence , Employee shall not reveal the existence of this Agreement or discuss its terms with any person ( including but not limited to any employee of Employer or its Affiliates ) without the express authorization of the President of Employer , provided that Employee shall advise any prospective new employer of the existence of Employees non-competition , confidentiality and similar obligations under this Agreement . To the extent that the terms of this Agreement have been disclosed by Employer , in a public filing or otherwise , the confidentiality requirements of this Section 21 shall no longer apply to such terms .


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly effective as of the Effective Date first above written. --- | | CINCINNATI BELL INC .

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly effective as of the Effective Date first above written . - - - | | CINCINNATI BELL INC .


| Date: October 10, 2017


Date: October 10, 2017


1.2 Duties and Location. Executive shall perform such duties as are customarily associated with the position of Chief Financial Officer and such other duties, commensurate with his position, as are assigned to Executive by the CEO and/or President, or the Companys Board of Directors (the Board). Executives primary office location shall be in the Los Angeles, California area. The Company reserves the right to reasonably require Executive to perform Executives duties at the Companys offices in Irvine, California as required for the performance of his duties and for business meetings with Company employees or representatives of third parties, and to require reasonable business travel.

1 . 2 Duties and Location . Executive shall perform such duties as are customarily associated with the position of Chief Financial Officer and such other duties , commensurate with his position , as are assigned to Executive by the CEO and / or President , or the Companys Board of Directors ( the Board ) . Executives primary office location shall be in the Los Angeles , California area . The Company reserves the right to reasonably require Executive to perform Executives duties at the Companys offices in Irvine , California as required for the performance of his duties and for business meetings with Company employees or representatives of third parties , and to require reasonable business travel .


7.2 Termination Without Cause or Resignation for Good Reason. In the event Executives employment with the Company is terminated by the Company without Cause (and other than as a result of Executives death or Disability (as defined below)) or Executive resigns his employment for Good Reason, then provided such termination or resignation constitutes a separation from service (as defined under Treasury Regulation Section 1.409A-1 (h), without regard to any alternative definition thereunder, a Separation from Service), and provided that Executive satisfies the Release Requirement in Section 8 below, the Company shall provide Executive with the following Severance Benefits:

7 . 2 Termination Without Cause or Resignation for Good Reason . In the event Executives employment with the Company is terminated by the Company without Cause ( and other than as a result of Executives death or Disability ( as defined below ) ) or Executive resigns his employment for Good Reason , then provided such termination or resignation constitutes a separation from service ( as defined under Treasury Regulation Section 1 . 409A-1 ( h ) , without regard to any alternative definition thereunder , a Separation from Service ) , and provided that Executive satisfies the Release Requirement in Section 8 below , the Company shall provide Executive with the following Severance Benefits :


10. Section 409A. It is intended that all of the severance benefits and other payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations 1.409A-1(b)(4) , 1.409A-1(b)(5) and 1.409A-1(b)(9) , and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2) (iii)), Executives right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Any reference to termination or similar words shall mean a separation from service under the meaning of Code Section 409A. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of Executives Separation from Service to be a specified employee for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be deferred compensation, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to Executive prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of Executives Separation from Service with the Company, (ii) the date of Executives death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 10 shall be paid in a lump sum to Executive, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If any severance benefits provided under this Agreement constitutes deferred compensation under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will be the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred, amounts shall not be subject to liquidation or exchange for another benefit, and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Code Section 409A.

10 . Section 409A . It is intended that all of the severance benefits and other payments payable under this Agreement satisfy , to the greatest extent possible , the exemptions from the application of Code Section 409A provided under Treasury Regulations 1 . 409A-1 ( b ) ( 4 ) , 1 . 409A-1 ( b ) ( 5 ) and 1 . 409A-1 ( b ) ( 9 ) , and this Agreement will be construed to the greatest extent possible as consistent with those provisions , and to the extent no so exempt , this Agreement ( and any definitions hereunder ) will be construed in a manner that complies with Section 409A . For purposes of Code Section 409A ( including , without limitation , for purposes of Treasury Regulation Section 1 . 409A-2 ( b ) ( 2 ) ( iii ) ) , Executives right to receive any installment payments under this Agreement ( whether severance payments , reimbursements or otherwise ) shall be treated as a right to receive a series of separate payments and , accordingly , each installment payment hereunder shall at all times be considered a separate and distinct payment . Any reference to termination or similar words shall mean a separation from service under the meaning of Code Section 409A . Notwithstanding any provision to the contrary in this Agreement , if Executive is deemed by the Company at the time of Executives Separation from Service to be a specified employee for purposes of Code Section 409A ( a ) ( 2 ) ( B ) ( i ) , and if any of the payments upon Separation from Service set forth herein and / or under any other agreement with the Company are deemed to be deferred compensation , then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A ( a ) ( 2 ) ( B ) ( i ) and the related adverse taxation under Section 409A , such payments shall not be provided to Executive prior to the earliest of ( i ) the expiration of the six-month and one day period measured from the date of Executives Separation from Service with the Company , ( ii ) the date of Executives death or ( iii ) such earlier date as permitted under Section 409A without the imposition of adverse taxation . Upon the first business day following the expiration of such applicable Code Section 409A ( a ) ( 2 ) ( B ) ( i ) period , all payments deferred pursuant to this Section 10 shall be paid in a lump sum to Executive , and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement . No interest shall be due on any amounts so deferred . If any severance benefits provided under this Agreement constitutes deferred compensation under Section 409A , for purposes of determining the schedule for payment of the severance benefits , the effective date of the Release will be the sixtieth ( 60th ) date following the Separation From Service , regardless of when the Release actually becomes effective . To the extent required to avoid accelerated taxation and / or tax penalties under Code Section 409A , amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred , amounts shall not be subject to liquidation or exchange for another benefit , and the amount of expenses eligible for reimbursement ( and in-kind benefits provided to Executive ) during any one year may not effect amounts reimbursable or provided in any subsequent year . The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Code Section 409A .


12.2 Good Reason. For purposes of this Agreement, Executive shall have Good Reason for resignation from employment with the Company if any of the following actions are taken by the Company without Executives prior written consent: (i) a reduction in Executives Base Salary, other than a reduction by less than ten percent ( 10% ) of the Executives highest Base Salary pursuant to a salary reduction program applicable generally to the Companys senior executives; (ii) a material reduction in Executives duties (including responsibilities and/or authorities) or reporting lines; (iii) a relocation of Executives principal place of employment to a place that increases Executives one-way commute by more than thirty (30) miles as compared to Executives then-current principal place of employment immediately prior to such relocation (excluding any relocation to the Companys Irvine, California office); or (iv) a material breach of this Agreement. In order for Executive to resign for Good Reason, each of the following requirements must be met: (w) Executive must provide written notice to the Companys Board within 60 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Executives resignation, (x) Executive must allow the Company at least calendar 30 days from receipt of such written notice to cure such event, (y) such event is not reasonably cured by the Company within such 30 calendar day period (the Cure Period), and (z) Executive must resign from all positions Executive then holds with the Company not later than calendar 30 days after the expiration of the Cure Period.

12 . 2 Good Reason . For purposes of this Agreement , Executive shall have Good Reason for resignation from employment with the Company if any of the following actions are taken by the Company without Executives prior written consent : ( i ) a reduction in Executives Base Salary , other than a reduction by less than ten percent ( 10 % ) of the Executives highest Base Salary pursuant to a salary reduction program applicable generally to the Companys senior executives ; ( ii ) a material reduction in Executives duties ( including responsibilities and / or authorities ) or reporting lines ; ( iii ) a relocation of Executives principal place of employment to a place that increases Executives one-way commute by more than thirty ( 30 ) miles as compared to Executives then-current principal place of employment immediately prior to such relocation ( excluding any relocation to the Companys Irvine , California office ) ; or ( iv ) a material breach of this Agreement . In order for Executive to resign for Good Reason , each of the following requirements must be met : ( w ) Executive must provide written notice to the Companys Board within 60 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Executives resignation , ( x ) Executive must allow the Company at least calendar 30 days from receipt of such written notice to cure such event , ( y ) such event is not reasonably cured by the Company within such 30 calendar day period ( the Cure Period ) , and ( z ) Executive must resign from all positions Executive then holds with the Company not later than calendar 30 days after the expiration of the Cure Period .


13. Dispute Resolution. To ensure the rapid and economical resolution of disputes that may arise in connection with Executives employment with the Company, Executive and the Company agree that any and all disputes, claims, or causes of action, in law or equity, including but not limited to statutory claims, arising from or relating to the enforcement, breach, performance, or interpretation of this Agreement, Executives employment with the Company, or the termination of Executives employment with the Company, will be resolved pursuant to the Federal Arbitration Act , 9 U.S.C. 1-16 , and to the fullest extent permitted by law, by final, binding and confidential arbitration conducted in Irvine, California by JAMS, Inc. (JAMS) or its successors by a single arbitrator. Both Executive and the Company acknowledge that by agreeing to this arbitration procedure, they each waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. Any such arbitration proceeding will be governed by JAMS then applicable rules and procedures for employment disputes, which will be provided to Executive upon request. In any such proceeding, the arbitrator shall: (i) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law;

13 . Dispute Resolution . To ensure the rapid and economical resolution of disputes that may arise in connection with Executives employment with the Company , Executive and the Company agree that any and all disputes , claims , or causes of action , in law or equity , including but not limited to statutory claims , arising from or relating to the enforcement , breach , performance , or interpretation of this Agreement , Executives employment with the Company , or the termination of Executives employment with the Company , will be resolved pursuant to the Federal Arbitration Act , 9 U . S . C . 1-16 , and to the fullest extent permitted by law , by final , binding and confidential arbitration conducted in Irvine , California by JAMS , Inc . ( JAMS ) or its successors by a single arbitrator . Both Executive and the Company acknowledge that by agreeing to this arbitration procedure , they each waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding . Any such arbitration proceeding will be governed by JAMS then applicable rules and procedures for employment disputes , which will be provided to Executive upon request . In any such proceeding , the arbitrator shall : ( i ) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law ;


/s/ Kevin M. Farr


KEVIN M. FARR ---|--- -10-


WHEREAS, the Company desires to continue to employ the Executive as President , Products& Technologies Division of the Company and wishes to be assured of his continued services on the terms and conditions hereinafter set forth; and

WHEREAS , the Company desires to continue to employ the Executive as President , Products & amp ; Technologies Division of the Company and wishes to be assured of his continued services on the terms and conditions hereinafter set forth ; and


1. In consideration of the payments and benefits to be made under the Employment Agreement, dated as of September6, 2017 (the Employment Agreement), to which James M. Kohosek (the Executive) and Evoqua Water Technologies LLC , a Delaware limited liability company (the Company) (each of the Executive and the Company, a Party and collectively, the Parties) are parties, the sufficiency of which the Executive acknowledges, the Executive, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge Holdings (as defined in the Employment Agreement), the Company and each of its and their subsidiaries and affiliates (the Company Affiliated Group), their present and former officers, directors, executives, shareholders, agents, attorneys, employees and employee benefit plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the Company Released Parties), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the date hereof, against any Company Released Party that arises out of, or relates to, the Employment Agreement, the Executives employment with the Company or any of its subsidiaries and affiliates, or any termination of such employment, including claims (i)for severance or vacation benefits, unpaid wages, salary or incentive payments, (ii)for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iii)for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (iv)for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (Title VII), the Civil Rights Act of 1988 , the Fair Labor Standards Act , the Americans with Disabilities Act ( ADA ) , the Employee Retirement Income Security Act of 1974 , as amended ( ERISA ), the Age Discrimination in Employment Act ( ADEA ) , and any similar or analogous state statute, excepting only:

1 . In consideration of the payments and benefits to be made under the Employment Agreement , dated as of September6 , 2017 ( the Employment Agreement ) , to which James M . Kohosek ( the Executive ) and Evoqua Water Technologies LLC , a Delaware limited liability company ( the Company ) ( each of the Executive and the Company , a Party and collectively , the Parties ) are parties , the sufficiency of which the Executive acknowledges , the Executive , with the intention of binding himself and his heirs , executors , administrators and assigns , does hereby release , remise , acquit and forever discharge Holdings ( as defined in the Employment Agreement ) , the Company and each of its and their subsidiaries and affiliates ( the Company Affiliated Group ) , their present and former officers , directors , executives , shareholders , agents , attorneys , employees and employee benefit plans ( and the fiduciaries thereof ) , and the successors , predecessors and assigns of each of the foregoing ( collectively , the Company Released Parties ) , of and from any and all claims , actions , causes of action , complaints , charges , demands , rights , damages , debts , sums of money , accounts , financial obligations , suits , expenses , attorneys fees and liabilities of whatever kind or nature in law , equity or otherwise , whether accrued , absolute , contingent , unliquidated or otherwise and whether now known or unknown , suspected or unsuspected , which the Executive , individually or as a member of a class , now has , owns or holds , or has at any time heretofore had , owned or held , arising on or prior to the date hereof , against any Company Released Party that arises out of , or relates to , the Employment Agreement , the Executives employment with the Company or any of its subsidiaries and affiliates , or any termination of such employment , including claims ( i ) for severance or vacation benefits , unpaid wages , salary or incentive payments , ( ii ) for breach of contract , wrongful discharge , impairment of economic opportunity , defamation , intentional infliction of emotional harm or other tort , ( iii ) for any violation of applicable state and local labor and employment laws ( including , without limitation , all laws concerning unlawful and unfair labor and employment practices ) and ( iv ) for employment discrimination under any applicable federal , state or local statute , provision , order or regulation , and including , without limitation , any claim under Title VII of the Civil Rights Act of 1964 ( Title VII ) , the Civil Rights Act of 1988 , the Fair Labor Standards Act , the Americans with Disabilities Act ( ADA ) , the Employee Retirement Income Security Act of 1974 , as amended ( ERISA ) , the Age Discrimination in Employment Act ( ADEA ) , and any similar or analogous state statute , excepting only :


Name: James M. Kohosek


THIS EXECUTIVE EMPLOYMENT AGREEMENT (Agreement) is effective as of October12, 2017 (the Effective Date) by and between WatchGuard, Inc. (the Company) and Robert Vanman (the Executive). The Company and the Executive shall be referred to herein individually as a Party and collectively as the Parties.

THIS EXECUTIVE EMPLOYMENT AGREEMENT ( Agreement ) is effective as of October12 , 2017 ( the Effective Date ) by and between WatchGuard , Inc . ( the Company ) and Robert Vanman ( the Executive ) . The Company and the Executive shall be referred to herein individually as a Party and collectively as the Parties .


A. Position and Responsibilities. The Executive shall serve in the position of Chief Executive Officer ( CEO ) of the Company and shall perform services for the Company as requested or as needed to perform the Executives job. The duties of the Executive shall be those duties which can reasonably be expected to be performed by a person in such position, and while serving as CEO , the Executive shall have the authority commensurate with the position of chief executive officer of a publicly held company in the UnitedStates. The Executive shall report directly to the Companys Board of Directors (the Board) and shall take direction from the Chairman of the Board or the Chairmans designee.

A . Position and Responsibilities . The Executive shall serve in the position of Chief Executive Officer ( CEO ) of the Company and shall perform services for the Company as requested or as needed to perform the Executives job . The duties of the Executive shall be those duties which can reasonably be expected to be performed by a person in such position , and while serving as CEO , the Executive shall have the authority commensurate with the position of chief executive officer of a publicly held company in the UnitedStates . The Executive shall report directly to the Companys Board of Directors ( the Board ) and shall take direction from the Chairman of the Board or the Chairmans designee .


A. Base Salary. The Company shall pay the Executive an aggregate base salary in the amount of Four Hundred Twenty Five Thousand dollars ( $425,000 ) per year (the Base Salary), prorated for any partial months of employment and less applicable withholdings. The Base Salary may be reviewed annually by the Board and may be increased (but not decreased without the Executives consent) from time to time. The Base Salary shall be payable in accordance with the Companys current payroll process and modified to be consistent with any change in the Companys policy.

A . Base Salary . The Company shall pay the Executive an aggregate base salary in the amount of Four Hundred Twenty Five Thousand dollars ( $ 425 , 000 ) per year ( the Base Salary ) , prorated for any partial months of employment and less applicable withholdings . The Base Salary may be reviewed annually by the Board and may be increased ( but not decreased without the Executives consent ) from time to time . The Base Salary shall be payable in accordance with the Companys current payroll process and modified to be consistent with any change in the Companys policy .


(b) As CEO of the Company, the Executive has responsibility for the Companys operations throughout the United States, Canada, and worldwide and access to the highest levels of the Companys Confidential Information and business goodwill. Therefore, the Restricted Area means the United States, Canada, and any other geographical area in which the Company operates, or materially contemplated operating, during the Executives employment and for which the Executive had any responsibility or about which the Executive received Confidential Information.

( b ) As CEO of the Company , the Executive has responsibility for the Companys operations throughout the United States , Canada , and worldwide and access to the highest levels of the Companys Confidential Information and business goodwill . Therefore , the Restricted Area means the United States , Canada , and any other geographical area in which the Company operates , or materially contemplated operating , during the Executives employment and for which the Executive had any responsibility or about which the Executive received Confidential Information .


(ii) If the Capped Amount is greater than the Net Uncapped Amount, the Executive shall be entitled to receive or commence to receive Payments equal to the Capped Amount; or if the Net Uncapped Amount is greater than the Capped Amount the Executive shall be entitled to receive or commence to receive Payments equal to the Uncapped Payments. To arrive at the Capped Amount, cash payments shall be reduced before equity-based compensation or other non-cash compensation or benefits, in each case in reverse order beginning with payments or benefits that are to be paid the furthest in time from consummation of the transaction that is subject to Code Section280G, provided that, in the case of all the foregoing payments, compensation and benefits, all amounts that are not subject to calculation under Treas. Reg. 1.280G-1 , Q &A-24(b) or (c)shall be reduced before any amount that are subject to calculation under Treas. Reg. 1.280G-1 , Q &A-24(b) or (c)as would result in no portion of the payments, compensation or benefits being considered excess parachute payments under Code Section280G. All reductions hereunder shall also be done in a manner which complies with Code Section409A.

( ii ) If the Capped Amount is greater than the Net Uncapped Amount , the Executive shall be entitled to receive or commence to receive Payments equal to the Capped Amount ; or if the Net Uncapped Amount is greater than the Capped Amount the Executive shall be entitled to receive or commence to receive Payments equal to the Uncapped Payments . To arrive at the Capped Amount , cash payments shall be reduced before equity-based compensation or other non-cash compensation or benefits , in each case in reverse order beginning with payments or benefits that are to be paid the furthest in time from consummation of the transaction that is subject to Code Section280G , provided that , in the case of all the foregoing payments , compensation and benefits , all amounts that are not subject to calculation under Treas . Reg . 1 . 280G-1 , Q & amp ; A-24 ( b ) or ( c ) shall be reduced before any amount that are subject to calculation under Treas . Reg . 1 . 280G-1 , Q & amp ; A-24 ( b ) or ( c ) as would result in no portion of the payments , compensation or benefits being considered excess parachute payments under Code Section280G . All reductions hereunder shall also be done in a manner which complies with Code Section409A .


| | | | Robert Vanman | |


This Employment Agreement (this Agreement), dated October4, 2017 , is by and between Cedar Fair, L.P . , a publicly traded Delaware limited partnership, Cedar Fair Management, Inc. , an Ohio Corporation (Cedar Fair Management), Magnum Management Corporation , an Ohio corporation (Magnum), and Richard A. Zimmerman (the Executive).

This Employment Agreement ( this Agreement ) , dated October4 , 2017 , is by and between Cedar Fair , L . P . , a publicly traded Delaware limited partnership , Cedar Fair Management , Inc . , an Ohio Corporation ( Cedar Fair Management ) , Magnum Management Corporation , an Ohio corporation ( Magnum ) , and Richard A . Zimmerman ( the Executive ) .


WHEREAS, The Board of Directors of Cedar Fair Management (the Board) and its Chief Executive Office r have directed Cedar Fair to enter into an employment agreement with Executive to set the terms and conditions of employment;

WHEREAS , The Board of Directors of Cedar Fair Management ( the Board ) and its Chief Executive Office r have directed Cedar Fair to enter into an employment agreement with Executive to set the terms and conditions of employment ;