Participation Agreement between Sarah L. Hoxie and the Company, dated as of January 23, 2020

Notice of Participation in the Key Employee Severance Plan

Salary continuation for 12 months;

Payment of 100% of your target annual bonus;

A lump-sum payment which will represent the current difference between your monthly medical insurance cost immediately prior to the applicable Qualifying Termination and the monthly cost for COBRA for 12 months and may be used for any purpose, including to offset the cost of electing COBRA coverage; and

Six months of outplacement assistance from a provider selected by the Company.

Salary continuation for 18 months;

Payment of 150% of your target annual bonus;

A lump-sum payment which will represent the current difference between your monthly medical insurance cost immediately prior to the applicable Qualifying Termination and the monthly cost for COBRA for 18 months and may be used for any purpose, including to offset the cost of electing COBRA coverage; and

Six months of outplacement assistance from a provider selected by the Company.

Resignations.  Upon termination of your employment for any reason, you shall resign from such offices and directorships, if any, of the Company that you may hold from time to time.

Indemnification. Your rights of indemnification under the Company’s organizational documents, any plan or agreement at law or otherwise and your rights thereunder to director’s and officer’s liability insurance coverage for, in both cases, actions as an officer of the Company shall survive your termination of employment.

A change in your duties or responsibilities (including reporting responsibilities) that taken as a whole represents a material and adverse diminution of your duties,

responsibilities or status with the Company (other than a temporary change that results from or relates to your incapacitation due to physical or mental illness);

A material reduction by the Company in your rate of annual base salary or annual target bonus opportunity (including any material and adverse change in the formula for such annual bonus target) as the same may be increased from time to time; or

Any requirement of the Company that your office be more than seventy-five (75) miles from Chicago, Illinois.

Sincerely,

Noncompetition and Non-solicitation of Customers and Employees

Non-competition. You agree that, from the date of your termination of employment for any reason, including a termination initiated by the Company with or without Cause, and for 12 months thereafter, you will not, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director or in any other individual or representative capacity, worldwide, engage in any business which is competitive with the business of the Company. You may, however, own stock or the rights to own stock in a company covered by this paragraph that is publicly owned and regularly traded on any national exchange or in the over-the-counter market, so long as your holdings of stock or rights to own stock do not exceed the lesser of (i) 1% of the capital stock entitled to vote in the election of directors or (ii) the combined value of the stock or rights to acquire stock does not exceed your gross annual earnings from the Company.

Non-solicitation of Customers. You agree that you shall not, while employed by the Company and for a period of 12 months from the date of your termination of employment for any reason, including your termination initiated by the Company with or without Cause, directly or indirectly, either on your own behalf or on behalf of any other person, firm or entity, solicit or provide services that are the same as or similar to the services the Company provided or offered while you were employed by the Company to any customer or prospective customer of the Company (i) with whom you had direct contact during the last two years of your employment with the Company or

about whom you learned confidential information as a result of your employment with the Company, or (ii) with whom any person over whom you had supervisory authority at any time had direct contact during the last two years of your employment with the Company or about whom such person learned confidential information as a result of his or her employment with the Company.

Confidential Information.

Definition of Confidential Information.  Employee agrees that the confidentiality obligations set forth in the Company’s policies shall continue in full force and effect from and after the date hereof.  In addition, Employee acknowledges that his position with the Company created a relationship of high trust and confidence with respect to Confidential Information owned by the Company, its customers or suppliers that may have been learned or developed by Employee while employed by the Company. For purposes of this Agreement, “Confidential Information” means all information that meets one or more of the following three conditions: (i) it has not been made available generally to the public either by  the Company or by a third party with  the Company’s consent, (ii) it is useful or of value to  the Company’s current or anticipated business or research and development activities or those of a customer or supplier of the Company, or (iii) it either has been identified as confidential to Employee by the Company  (orally or in writing) or it has been maintained as confidential from outside parties and is recognized as intended for internal disclosure only. Confidential Information includes, but is not limited to, “Trade Secrets” to the full extent of the definition of that term under Delaware law. It does not include “general skills, knowledge and experience” as those terms are defined under Delaware law.

Examples of Confidential Information.  Confidential Information includes, but is not limited to: computer programs, unpatented inventions, discoveries or improvements; marketing, manufacturing, organizational, research and development, and business plans; proposed benefit designs; vendor lists,

relationship information and pricing; company policies; sales forecasts; personnel information (including the identity of  Company employees, their responsibilities, competence, abilities, and compensation); medical information about employees; pricing and nonpublic financial information; lists of current and prospective customers and information on customers or their employees; information concerning planned or pending acquisitions or divestitures; and information concerning purchases of major equipment or property.

General Skills, Knowledge and Experience.  Employee may take and use the general skills, knowledge and experience that Employee has learned or developed in Employee’s position or positions with the Company.

Confidentiality Obligations.  Employee will not (i) disclose, directly or indirectly, any Confidential Information to anyone outside of the Company or to any employees of the Company not authorized to receive such information or (ii) use any Confidential Information other than as may be necessary to perform Employee’s obligations under this Separation Agreement. In no event will Employee disclose any Confidential Information to, or use any Confidential Information for the benefit of any other person or entity, including without limitation any current or future competitor, supplier or customer of the Company, or any future employer of Employee.

Duration. With respect to Trade Secrets, Employee’s obligations under subparagraph (d) shall continue indefinitely or until such Trade Secret information has been made available generally to the public either by the Company or by a third party with the Company’s consent or is otherwise not considered a Trade Secret under Delaware law. With respect to Confidential Information that is not a Trade Secret (hereinafter referred to as “Proprietary Information”), Employee’s obligations under subparagraph (d) shall continue in duration until the first to occur of the following: (a) the expiration of 60 months after the Separation Date or (b) the Proprietary Information has been made available generally to the public either by the Company or by a third party with the Company’s consent.

Obligation upon Subsequent Employment. If you accept employment with any future employer during the time period that you are entitled to receive salary continuation (regardless of whether you actually receive severance benefits during that period), you will deliver a copy of this Annex A to such employer and advise such employer concerning the existence of your obligations under this Participation Agreement.

Company’s Right to Injunctive Relief. By execution of this Participation Agreement, you acknowledge and agree that the Company would be damaged irreparably if any provision under this Annex A were breached by you and money damages would be an inadequate remedy for any such nonperformance or breach. Accordingly, the Company and its successors or permitted assigns in order to protect its interests, shall pursue, in addition to other rights and remedies existing in its favor, an injunction or injunctions to prevent any breach or threatened breach of any of such provisions and to enforce such provisions

specifically (without posting a bond or other security). With respect to such enforcement, the prevailing party in such litigation shall be entitled to recover from the other party any and all attorneys’ fees, costs and expenses incurred by or on behalf of that party in enforcing or attempting to enforce any provision under this Annex A or any other rights under this Participation Agreement.