Separation Agreement and Release of All Claims

Separation from Employment. (a) You acknowledge and agree that your employment with the Company is hereby terminated, effective October 30, 2013 (the “Separation Date”) and that, effective as of the Separation Date, such termination has resulted in your “Separation from Service” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

Severance Payment. As severance, the Company shall provide you with twelve (12) months’ salary, paid at your current base rate of pay, less appropriate taxes, withholdings, and/or deductions. Payment shall be made on the Company’s usual payroll schedule, beginning with the first payroll date after the Effective Date of this Agreement, and in no event later than 60 days from the Separation Date.

Outplacement. The Company will pay for twelve (12) months of outplacement services for you following the Separation Date through a firm selected by the Company.

Equity. To view a schedule of your holdings as of the Separation Date, you can log on to https://www.schwab.com/publis/eac/home. Options must be exercised in accordance with the timetable set forth in the Company’s post-termination exercise policy and applicable stock agreements. Pursuant to the terms of the applicable stock agreements, vesting on all stock and stock options shall cease as of the Separation Date, any unvested shares of restricted stock and unvested stock options shall be forfeited. You remain subject to the Company’s insider trading policy until the Separation Date, including those provisions applicable to officers or directors. You acknowledge the Company has provided you with a copy of the policy. In addition, please note that pursuant to SEC rules, any purchases (not sales) of Company stock made prior to January 30, 2014 are reportable to the SEC on Form 4.

Relocation. The Company will reimburse you for relocation costs, conditional upon return to Italy, or to a different country or another U.S. state in the event of your employment in that country or state, no later than September 15, 2014 as follows: (a) Business Class airfare for you and your family, in an amount not to exceed that incurred in conjunction with your move to the United States. The Company’s obligation to reimburse you is subject to your provision of appropriate receipts and other documentation as required under the Company’s travel and expense reimbursement policies.

Benefits. (a) You may be eligible to convert your Company-provided life insurance to an individual plan, at your own cost, in accordance with the terms and conditions of that plan.

Release of Claims to the Company. (a) For and in consideration of the payments and benefits set forth herein, to which you acknowledge you are not otherwise entitled, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, you, on your own behalf and on behalf of your heirs, executors, administrators, beneficiaries, representatives and assigns, hereby release and forever discharge the Company, its parents, subsidiaries and affiliates, and all of their respective past and present officers, directors, shareholders, officers, employees, employee benefit plans, insurers, agents, representatives, successors and assigns (collectively hereafter the “Releasees”), both individually and in their official capacities, from any and all liability, claims, demands, actions and causes of action of any type which you have had in the past, now have, or might now have, from the beginning of the world up to the date that you execute this Agreement, in any way resulting from, arising out of or connected with your employment, its termination, or pursuant to any federal, state or local statute, common law, employment law, regulation or other requirement (including without limitation Title VII of the Civil Rights Act of 1964, the Family and Medical Leave Act, the Pregnancy Discrimination Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Worker’s Adjustment and Retraining Notification Act, the Fair Credit Reporting Act, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Occupational Safety and Health Act, the Equal Pay Act, the Employee Retirement Income Security Act of 1974, Sections 1981 through 1988 of Title 42 of the United States Code, the Immigration Reform and Control Act, the Massachusetts Wage Act, G.L. c. 149 Sec. 148, the Massachusetts Fair Employment Practices Act, G.L. c. 151B, all state fair employment practices acts, each as amended, and any and all claims for wrongful discharge, discrimination, harassment, retaliation, common law claims, actions in tort, defamation, breach of contract, and claims of interest in unvested stock options, for wages or for attorneys’ fees) as well as any claims arising from your Offer Letter, dated January 31, 2012, any Company severance plan, policy or program, including the former Amended and Restated Executive Separation Pay Plan.

Transfer of Claims. You represent and warrant that you have not assigned, transferred, or purported to assign or transfer, to any person, firm, corporation, association, or entity whatsoever, any claim released pursuant to this Agreement. You further agree to indemnify and hold Company harmless against, without any limitation, any and all rights, claims, warranties, demands, debts, obligations, liabilities, costs, court costs, expenses (including attorney’s fees), causes of action or judgments based on or arising out of any such assignment or transfer.

Restrictive Covenants. You hereby acknowledge and agree that the Non-Compete/ Non-Solicitation/Confidentiality agreement between you and the Company dated February 1, 2012, attached hereto as Exhibit A and incorporated herein by reference, shall survive in its entirety and remain in full force and effect.

Confidentiality. (a) You and the Company (except as required in connection with its disclosure obligations as a public company) agree to keep the terms and conditions of this Agreement and the facts and circumstances leading up to it confidential and shall not disclose them to anyone except immediate family members, attorneys and financial advisers, and the Company employees only on a need to know basis as necessary to effectuate the terms of this Agreement (as the case may be), and only if they agree to keep this information confidential and not disclose it to others, or pursuant to court order, subpoena or as otherwise required by law. Notwithstanding the foregoing, you may disclose paragraphs 5-7 of Exhibit A to prospective employers. (b) You expressly acknowledge that, in accordance with Exhibit A, you may not use, for the benefit of yourself or any other person or entity, any confidential information, trade secrets or proprietary information of the Company and that you may not disclose such information to anyone outside the Company, except where required by law. (c) If you are requested or required to disclose any confidential or proprietary information of the Company, or the terms and conditions of this Agreement to a court or governmental agency, you shall notify the Company’s General Counsel in writing within 3 business days after you learn of such obligation or request, and permit the Company to take all lawful actions it deems necessary to prevent or limit such disclosure.

Non-Disparagement. (a) You agree that you will not directly or indirectly disparage, in any way cause disparagement, or encourage others to disparage, the Company, its affiliates, subsidiaries or any of its directors, officers or employees, its products, services, marketing or advertising programs, financial status or business.

Return of Company Property. You represent and warrant that as of the Separation Date, and before the Company is obligated to provide you with any pay or benefits hereunder, you shall return all Confidential Information of the Company (as defined in Exhibit A), materials that incorporate or reference such Confidential Information, and all copies thereof, all Company assets, such as computer(s), PDA(s), telephone(s), vehicles, and credit cards, all documents, materials, records, files and information, in any media, related to the business of the Company, including all copies, and all keys or other property of the Company in your possession or control.

Cooperation. You agree to cooperate reasonably with the Company in its defense of any investigation, litigation or administrative proceeding, including any charges or claims filed against it by current or former employees, regarding all matters occurring during your employment. The Company shall fully reimburse you for reasonable out of pocket expenses incident to such cooperation provided they are properly documented pursuant to the same Company policies applicable to other executives and officers.

Transition. This Agreement represents your resignation as an Officer of the Company, from any board or committee memberships and other positions which you hold with the Company, and all of its subsidiaries and affiliates, effective October 30, 2013. You agree to execute and return to the Company any documents or to take any action it deems necessary to separately confirm your resignation from such positions. You agree to make yourself reasonably available to the Company and its officers as necessary to ensure a smooth transition.

Breach. Your breach of any of the terms set forth in this Agreement shall constitute a material breach of this Agreement subject to the terms of this paragraph and Agreement and shall relieve the Company of any further obligations hereunder. In addition to any other legal or equitable remedy available to the Company, it shall be entitled to recover any monies paid pursuant to you pursuant to this Agreement. In the event the Company claims a material breach of this Agreement, it shall provide you with written notice regarding the alleged claim or material breach and the opportunity to respond to the allegations within 14 days. If after good faith consideration of your response the Company intends to terminate this Agreement or otherwise ceases any payments or benefits to you under it, the matter shall be referred to arbitration pursuant to paragraph 22 of this Agreement.

Release of Known Claims as to You. (a) For the benefits and covenants set forth herein, to which the Company acknowledges it is not otherwise entitled, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Company, for itself and its parents, subsidiaries and affiliates, and all of their respective past and present officers, directors, shareholders, employees, insurers, agents, representatives, successors and assigns (collectively hereafter the “Releasors”), both individually and in their official capacities, hereby release and forever discharge you, on your own behalf and on behalf of your heirs, executors, administrators, beneficiaries, representatives and assigns (Releasees) from any and all liability, claims, demands, actions, and causes of action of any type of which the Company has actual knowledge and which the Releasors have had in the past, or nor have, from the beginning of the world up to the date that Company executes this Agreement, in any way resulting from, arising out of or in connection with your employment with the Company.

No Liability or Wrongdoing. The parties hereto agree and acknowledge that this Agreement is intended only to settle all matters between the parties and nothing contained in this Agreement, nor any of its terms and provisions, nor any of the negotiations or proceedings connected with it, constitutes, will be construed to constitute, will be offered in evidence as or deemed to be evidence of an admission of liability or wrongdoing by any of the Releasees, and any such liability or wrongdoing is hereby expressly denied by each of the Releasees.

Method of Payment. All payments contemplated hereunder will be made by the Company using such payment method as it may determine in its discretion, including without limitation direct deposit into your bank account, unless you specifically advise the Company in writing otherwise. Unless you advise the Company of any changes to your banking information, any payments made by direct deposit will be made into such bank account as is currently on file with the Company’s payroll department.

Accord and Satisfaction. By executing this Agreement, you acknowledge and agree that you are not entitled to any further wages, compensation, stock, commissions, bonuses, severance, incentives or other monies or payments of any nature, or to any benefits from the Company except and unless as explicitly provided in this Agreement. You further acknowledge that no promises, inducements or other consideration not expressly stated in this Agreement have been made or otherwise exist with respect to the terms and conditions of this Agreement, and that this Agreement may only be modified in accordance with paragraph 24(a).

Re-employment. You agree that you will neither apply for nor accept employment with the Company, any of its parents, subsidiaries, affiliates, or any other entity controlled by, or under common control with, the Company (the “Company Entities”), that the Company Entities are not obligated to reinstate or re-employ you in the future in any capacity, and you hereby discharge the Company Entities from any liability or obligation to reinstate or re-employ you in any capacity. You acknowledge that your forbearance from doing so is contractual and is in no way discriminatory, retaliatory or involuntary.

Payment of Applicable Taxes and 409A. (a) While this Agreement and the payments and benefits provided hereunder are intended to be exempt from, or comply with, the requirements of Section 409A of the Code, and at all times should be interpreted so as to comply, the Company makes no representation or covenant to ensure that any payment or benefits provided under this Agreement are exempt from, or compliant with Section 409A. The Company shall have no liability to you or any other party if any payment or benefit under this Agreement is challenged by any taxing authority or is ultimately determined not to be exempt or compliant. You agree and acknowledge that to the extent some or all of the payments made in consideration of this Agreement may be taxable to you, you shall be responsible for all applicable federal, state and local taxes on said payments, and any costs, interest or penalties incurred as a result of your failure to pay such taxes. In the event that it is determined that you have failed to make proper payment of such taxes and Company is held liable for your non-payment, or for any fines or penalties connected therewith, Company will be entitled to full and complete indemnification from you for those amounts (including taxes, fines and/or penalties) for which Company is held liable.

Dispute Resolution. With respect to any claims or disputes arising under or in connection with this Agreement, you and the Company agree to attempt in good faith to resolve such claim or dispute informally through discussions with an authorized executive officer of the Company. If after completing the foregoing procedure the dispute is not resolved, the Company and you agree that the dispute or claim shall be resolved by final and binding arbitration before the American Arbitration Association (“AAA”). The arbitration shall be held in Boston, Massachusetts and shall be conducted in accordance with the AAA’s National Rules for the Resolution of Employment Disputes then in effect at the time of the arbitration, except that in the process of selecting an arbitrator, the parties may strike names from the AAA’s list of arbitrators for good cause, and with the additional condition that all steps reasonably necessary to ensure the confidentiality of the proceedings and the arbitrator’s determination will be added to the basic rules and requirements. Notwithstanding the foregoing, any arbitration pursuant to this paragraph shall not impair either party’s right to request injunctive or other equitable relief in connection with Exhibit A.

Acknowledgement, Acceptance and Revocation. (a) You acknowledge that you are signing this Agreement knowingly, voluntarily, with full understanding of its terms and effects and without duress, coercion, fraud or undue influence;

Miscellaneous. (a) This Agreement shall be binding upon the parties and may not be modified in any manner, except by an instrument in writing of concurrent or subsequent date signed by a duly authorized representative of the parties hereto. This Agreement is binding upon and shall inure to the benefit of the parties and their respective agents, heirs, executors, administrators, successors and assigns.