Interim CEO Offer Letter dated June 25, 2019

Base Salary: For the period from July 1, 2019 through December 31, 2019, your salary will be increased to $58,333.33 per pay period (paid semi-monthly), or $1,400,000 if annualized. Your base salary will return to its present level of $33,333.33 per pay period (paid semi-monthly), or $800,000 if annualized, as of January 1, 2020.

Bonus Opportunity: For the period from July 1, 2019 through December 31, 2019, your target bonus opportunity under the Corporation’s Management Bonus Plan will be increased by $450,000, or $900,000 if annualized. For the avoidance of doubt, your total target bonus opportunity for the full second half of 2019 will be $850,000, and your total target bonus opportunity for the full year 2019 will be equal to $1,250,000. Your target bonus opportunity will return to its present level of 100% of base salary as of January 1, 2020.

Interim Service Award: For your service as Interim CEO, you will be granted, with a grant date of June 25, 2019, a one-time award of performance-based restricted stock units with a value of $1,750,000 based on the closing price of the Company’s common stock on the date of grant (the “Interim Service Award”). A number of restricted stock units under the Interim Service Award with a value of $1,000,000 (based on the closing price of the Company’s common stock on the date of grant) will vest on July 1, 2020, with the remainder vesting on December 31, 2020, in each case generally subject to your continued employment until such date and to the Company’s achievement of performance conditions set forth in the award agreement. The Interim Service Award will be subject to all terms and conditions set forth in the award agreement.

You will receive your Management Bonus for the fiscal year in which the termination occurs, prorated by a fraction, the numerator of which is the number of days in the fiscal year in which your date of termination occurs through your date of termination and the denominator of which is three hundred sixty-five (365). This partial bonus payment will not be subject to any individual performance modifier but will be paid out on the basis of actual corporate performance levels and will be subject to any adjustments or modifiers based on the Company’s performance under the terms of the Management Bonus Plan (including the impact of any discretionary adjustment by the Board or its authorized delegates which is generally applicable to employees of the Company participating in the Management Bonus Plan). This partial bonus will be paid at the same time as Management Bonuses are paid to active Company employees, no later than March 15th of the following year.

All of your unvested RSUs, including those granted as part of your Employment Transition Award pursuant to the Existing Offer Letter, shall be forfeited, except that a pro rata portion of those awards (other than the Interim Service Award) which would have otherwise vested during the 3-year period after your termination date will vest as if you remained employed through the applicable vesting dates (subject to the satisfaction of any applicable performance conditions). The portion of such RSU awards which shall vest shall be calculated on a pro rata basis for each individual award to reflect the number of days between the grant date and your termination date relative to the total number of days constituting the vesting period of such award. The timing of payment for RSUs that become vested as described in this paragraph will be determined in a manner consistent with the award agreements that govern the applicable awards, but will in all cases be intended to comply with or be exempt from Section 409A of the Internal Revenue Code. For the avoidance of doubt, if you voluntarily terminate your employment with the Company at any time, any unvested portion of the Interim Service Award shall be forfeited, unless provided otherwise in the applicable award agreement or your Employment Security Agreement.

You will not be required to repay any relocation payments made to you or on your behalf as a result of your participation in the Company’s Executive Relocation Program.

In order to receive the foregoing benefits, you will be required to sign a reasonable separation agreement (including confidentiality, non-solicitation and non-competition obligations) in the form substantially similar to that required of similarly-situated employees of the Company, within 45 days after the termination of your employment and not revoke such release within the time permitted by law (which consideration period and revocation period together may not exceed 60 days following termination of employment). Such release may require repayment of any of the foregoing benefits if you are later found to have committed acts that would have justified a termination for Good Cause (as defined in your Existing Offer Letter).

You may elect to extend the applicable time period and notice dates for your election to terminate employment described above by an additional six months in each case, by providing written notice to the Company on or prior to June 30, 2020.

Notwithstanding anything else set forth herein to the contrary, in the event you are actually entitled to receive benefits following a termination of your employment under your Existing Offer Letter or your Employment Security Agreement in connection with your termination, you will not be entitled to receive the foregoing benefits pursuant to this letter agreement, and your severance benefits will be governed exclusively by the terms of your Employment Security Agreement or Existing Offer Letter, as applicable, unless you elect to receive the foregoing benefits under the terms of this letter and waive any benefits to which you are entitled under the Employment Security Agreement and the Existing Offer Letter.

/s/ Patrick D. Campbell

/s/ Bradford R. Turner

/s/ Christopher Peterson

Christopher Peterson

June 25, 2019