Separation and Release Agreement between the Registrant and Barbara A. Wood, dated January 5, 2018

Pursuant to their terms, any stock option and restricted stock unit awards granted to you by the Company that are unvested as of the Separation Date will terminate effective as of such date. If you execute and do not revoke the Reaffirmation, then immediately following the Reaffirmation Effective Date (as defined in Paragraph F.6 below), the exercise period for your outstanding stock options will be extended such that the stock options in which you have vested as of the Separation Date will remain exercisable for a period of one year following the Separation Date (but in no event shall such exercise period be extended to later than the final exercise date (as described in any applicable agreement governing the stock option award). You understand that any option subject to this extended exercise period shall cease to be treated for tax purposes as an incentive stock option effective as of the date hereof.

The Company will provide you with a severance payment (“Severance Payment”). The Severance Payment shall consist of:

a lump sum payment in the amount of $404,620, consisting of twelve (12) months of your current base salary; and

a lump sum payment in an amount equal to the pro-rated portion, as of the Separation Date, of your Target Bonus (as such term is defined in the Severance Agreement).

Your group medical and dental coverage will continue through the last date of the month in which your Separation Date occurs. You will be given separate information regarding your right to continue your group health/dental/vision coverage, as required by the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). All COBRA rights are subject to your completion and submission of the proper forms in the times allotted.

The Company will allow you to retain the cellphone that the Company previously provided to you in connection with your employment (the “Cellphone”), provided that following the Separation Date you will need to immediately transfer the telephone number to your own mobile service, as the Company will not continue to pay for service following the Separation Date. Notwithstanding the foregoing, you acknowledge and agree that you must return the Cellphone to the Company immediately if you revoke this Letter Agreement, or if you do not timely sign and return the Reaffirmation, or if you revoke the Reaffirmation.

All payments under this Letter Agreement will be subject to all deductions required by law, including applicable taxes and withholdings. The Severance Payment will be made in one lump sum in accordance with the Company’s normal payroll practices, no later than the second regular payroll date following the Reaffirmation Effective Date. In accordance with its normal payroll practices, the Company will mail to the address listed above (or such other address as you have provided in writing to the Company’s Human Resources Department) an IRS Form W-2 (a) following the end of 2018, covering compensation you received in 2018, inclusive of the Severance Payment and any COBRA reimbursement payments received in 2018 and (b) following the end of 2019, covering any COBRA reimbursement payments received in 2019.

You, for yourself and for your heirs, executors, administrators, successors and assigns (referred to collectively as “Releasor”), forever release and discharge the Company and any and all of the Company’s past and present affiliates, parent entities, subsidiaries, divisions, offices, branches, assets, employee benefit plans, funds, investment funds, successors and assigns, and any and all of its and their past and present officers, directors, partners, members, shareholders, agents, attorneys, employees, agents, trustees, fiduciaries, representatives, administrators, successors and assigns (whether acting in such capacity or otherwise) (referred to collectively as the “Releasees”), from any and all claims, demands, causes of action, fees and liabilities of any kind whatsoever, whether known or unknown, which Releasor ever had, now has or may have against Releasees or any of them by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter from the beginning of the world up to and including the date you sign this Letter Agreement based on your employment with the Company and the termination of your employment (other than claims you may have based upon your rights under this Letter Agreement).

Without limiting the generality of the foregoing general release, by signing this Letter Agreement you agree that you are releasing Releasees from any and all claims arising

You acknowledge that you may hereafter discover claims or facts in addition to or different from those which you now know or believe to exist with respect to the subject matter of this Letter Agreement and which, if known or suspected at the time you execute this Letter Agreement, may have materially affected this Letter Agreement and your decision to enter into it. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts.

You represent and warrant that, except as otherwise permitted below, you have maintained in the strictest confidence all information relating to the Company and/or the Releasees and their respective business that is not generally known by persons not employed by the Company and that could not easily be determined or learned by someone outside of the Company. All of the foregoing shall be deemed “Confidential Information.” You agree that you will maintain in the strictest confidence all Confidential Information, except as set forth below. In addition, you hereby acknowledge and affirm your post-termination obligations under the Invention, Non-Disclosure, Non-Competition and Non-Solicitation Agreement between you and the Company dated October 23, 2013 (the “Covenant Agreement”), which are expressly incorporated herein. Notwithstanding the foregoing, however, nothing in the Covenant Agreement, this Letter Agreement or elsewhere shall be interpreted to (i) restrict your ability, after you cease to be an employee of the Company, to practice law, in violation of New York Rule of Professional Conduct 5.6 or other applicable rules of professional conduct; or (y) expand the scope of your duty to maintain privileged or confidential information obtained in connection with the your role as counsel for the Company beyond what is permitted under New York Rules of Professional Conduct 1.6 and 1.9, or other applicable rules of professional conduct.

You agree that you have not and in the future will not, except as otherwise permitted below, disclose to any other person or entity (directly or indirectly), Confidential Information, except (a) as may be required pursuant to a valid subpoena, a request by a government agency (including but not limited to the United States Equal Employment Opportunity Commission (“EEOC”) or the Securities and Exchange Commission (“SEC”)) in connection with any charge filed, investigation or proceeding or as otherwise required by law; and (b) to your immediate family members, financial advisors and attorneys, provided that you first inform them of the confidentiality of this Letter Agreement and they agree to maintain its confidentiality. You further agree that you will not solicit or initiate any demand or request by others for the disclosure of Confidential Information; or encourage or induce any other person to make any statement or disclosure of Confidential Information. In the event that you receive an inquiry from the press or otherwise that could potentially call for the disclosure of Confidential Information, you will respond to the inquiry, if at all, by stating “I cannot comment,” or words to that effect.

To the extent permitted by law, you will cooperate fully with the Company, and provide assistance to the Company, in connection with (a) the orderly transition of all of your responsibilities and matters, (b) any pending or future litigation, administrative proceeding, or investigatory matter, and (c) any other matters for which you were responsible or with respect to which your knowledge may be of assistance to the Company. You further agree that, in the event you are subpoenaed by any person or entity to give testimony (in a deposition, court proceeding or otherwise) which in any way relates to your employment with the Company, you will give prompt written notice of such request (other than in the event of a subpoena issued by a government agency) to the Company’s Head of Human Resources, at the address above to allow the Company a reasonable opportunity to first contest the right of the requesting person or entity to such disclosure. Nothing in this Letter Agreement shall preclude you from responding truthfully to a valid subpoena. You agree to provide such cooperation and assistance as requested by the Company, subject to the reasonable efforts of the Company to accommodate any new employment obligations you may have, and the Company shall reimburse you for your reasonable out-of-pocket expenses in connection therewith. For the avoidance of doubt, nothing in this Paragraph or elsewhere in the Agreement is intended in any way to prevent you from testifying fully and truthfully in any action or proceeding or in connection with any regulatory matter.

You agree that you have not and will not, except as otherwise permitted below, make any disparaging, critical or otherwise detrimental statements (orally or in writing) to any person or entity concerning the Company, its officers, directors, managing members, investors, employees, attorneys, representatives, affiliates, customers, clients, its and their business affairs or financial condition, the circumstances surrounding your employment and separation from the Company. For purposes of this Letter Agreement, the term “disparage” shall mean any oral or written statement or representation which, directly or by implication, tends, in the minds of a reasonable

Nothing in this agreement shall be construed to prohibit you from reporting possible violations of federal or state law or regulations to any governmental agency or self-regulatory organization, or making other disclosures that are protected under whistleblower or other provisions of any applicable federal or state law or regulations. You are not required to notify the Company of any such communications; provided, however, that nothing herein authorizes the disclosure of information you obtained through a communication that was subject to the attorney-client privilege. Further, nothing contained in this Letter Agreement shall prohibit you from filing a charge with, or participating in any investigation or proceeding conducted by, the EEOC, or other federal, state or local fair employment practices agency, except that you understand and agree that you will not be able to recover monetary or equitable relief of any kind from Releasees in connection with any such charged filed by you or on your behalf in connection with any action filed by a third party with respect to the claims you are waiving in this Letter Agreement. Additionally, nothing in this Letter Agreement shall constitute a waiver of claims arising after the date you sign it; claims that cannot be waived by law; any right to make any disclosure to or cooperate with the United States Securities and Exchange Commission (“SEC”) pursuant to Section 21F(b) of the Securities and Exchange Act or to receive a reward from the SEC in connection therewith; claims for accrued, vested benefits under any employee pension plan of the Company in accordance with the terms of the official plan documents and applicable law; claims for reimbursement through the Company’s Flexible Spending Account Program; claims for benefits under the Company’s group medical, vision and dental and disability plans in accordance with the terms of such plans and applicable law; or any rights you may have to indemnification under the Company’s Certificate of Incorporation and by-laws, any applicable Directors and Officers insurance policy, written indemnification agreement with the Company and any applicable laws (recognizing that such indemnification is not guaranteed by this Letter Agreement and shall be governed by the instrument or law, if any, providing for such indemnification).

Notwithstanding your confidentiality and nondisclosure obligations, you are hereby advised as follows pursuant to the Defend Trade Secrets Act: “An individual 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 (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) 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. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

You agree to return to the undersigned immediately upon request, but in no event later than the Separation Date, all property of the Company and/or any of the other Releasees that you have, including but not limited to records and materials, business and client information and files, cardkey access to Company offices, remote access card, desktop and laptop computer, keys, and corporate credit cards, but with the exception of the Company Cellphone, as set forth above.

You acknowledge that apart from the payments and benefits that will be provided to you as set forth in this Letter Agreement, you have received all compensation, wages, bonuses, severance or termination pay, stock options, restricted stock units, equity grants, commissions, notice period, leave and/or benefits to which you may have been entitled to under any law, policy or plan of or sponsored by the Company, or pursuant to any prior agreement with the Company and that no other payments or benefits are due or owing to you except as set forth in this Letter Agreement, including any severance payment or benefits under the Severance Agreement or the Offer Letter. You further affirm that you have had no known workplace injuries or occupational diseases.

It is the Company’s policy not to provide the reasons for any employee’s departure unless required by law. Therefore, any prospective employer who makes an inquiry to the Human Resources Department about your employment shall contact the Company’s Head of Human Resources or her designee, who will confirm only the dates of your employment, the positions you held, and your compensation (provided that compensation information will be provided only if you submit written authorization releasing this information to the Company’s Head of Human Resources or her designee or to the extent required by subpoena, court order or law).

Notwithstanding the foregoing Paragraph D.1, nothing herein shall limit the Company’s ability to make any disclosures required by the securities laws or the rules and regulations of the SEC or of any stock exchange on which the Company’s

Nothing herein is intended to or shall be deemed to constitute an admission that the Company or any of the other Releasees have violated any federal, state or local law (statutory or decisional), ordinance or regulation, breached any contract, or committed any wrongdoing whatsoever against you or otherwise. Neither this Letter Agreement nor any of its terms may be used as an admission or introduced as evidence as to any issue of law or fact in any proceeding, suit or action, other than an action to enforce this Letter Agreement. Moreover, by signing this Letter Agreement you acknowledge that you are not aware of any wrongdoing or fraudulent or unlawful conduct on the part of the Company or the Releasees.

In the event that any provision of this Letter Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. Moreover, if any provision contained in this Letter Agreement is held to be excessively broad as to duration, scope, activity or subject, that provision will be construed by limiting and reducing it so as to be enforceable to the maximum extent compatible with applicable law.

This Letter Agreement, together with any attachments and exhibits hereto, constitutes the entire agreement between you and the Company with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements relating thereto, whether written or oral, with the exception of any agreements or portions thereof expressly described herein as imposing continuing rights and obligations. You represent that in executing this Letter Agreement, you have not relied on any representation or statement not set forth herein. No amendment or modification of this Letter Agreement shall be valid or binding upon the parties unless in writing and signed by both parties.

This Letter Agreement will be governed by and construed in accordance with the laws of the State of New York, except as may be preempted by federal law. This Letter Agreement is binding upon, and shall inure to the benefit of, the parties and their respective heirs, executors, administrators, successors and assigns.

You will be paid for your final wages accrued through the Separation Date and for all accrued vacation days that remain unused as of the Separation Date, with such payment occurring within the time permitted by applicable law.

Your participation in the Company’s 401(k)/retirement plan(s) will cease on the Separation Date. You will receive any accrued vested benefits under this plan(s) in accordance with the terms of the plan and applicable law. Separate information will be given to you regarding these benefits

Your group medical and dental coverage will continue through the last date of the month in which your Separation Date occurs. You will be given separate information regarding your right to continue your group health/dental/vision coverage, as required by COBRA. In the event you do not sign this Letter Agreement, you may elect such continuation coverage, but the coverage would be solely at your own cost without reimbursement from the Company for any part thereof. All COBRA rights are subject to your completion and submission of the proper forms in the times allotted.

Pursuant to their terms, any stock option and restricted stock unit awards granted to you by the Company that are unvested as of the Separation Date will terminate effective as of such date. Any outstanding stock option awards granted to you by the Company that are vested as of the Separation Date will remain exercisable for a period of three (3) months from your Separation Date (but no later than the final exercise date (as described in any applicable agreement governing the stock option award).

The obligations as set out in this Letter Agreement represent a complete waiver and release of all rights and claims that you have or may have against the Releasees, as provided in Paragraph C.1 above. Accordingly, you should review it carefully before signing it. Likewise, the Reaffirmation attached as Exhibit A reaffirms this waiver and release as of the date you sign the Reaffirmation.

You are being provided with at least twenty-one (21) days from your receipt of this Letter Agreement to consider its meaning and effect and to determine whether or not you wish to enter into it, and to consider the meaning and effect of the Reaffirmation and determine whether or not you wish to enter into it. You are advised to consult with an attorney of your choice before signing this Letter Agreement and the Reaffirmation

To accept this Letter Agreement and the Reaffirmation you must timely sign each one and deliver each to Amy Sheehan, at the address above.

By signing this Letter Agreement, you acknowledge that you are receiving consideration beyond that to which you would otherwise be entitled. You further

In addition, you may take seven (7) days after signing this Letter Agreement to revoke your signature (such period, the “Letter Agreement Revocation Period”). This Letter Agreement will not become effective until after you sign this Letter Agreement and the Revocation Period expires without revocation (the “Agreement Effective Date”). Any revocation of this Letter Agreement must be in writing and delivered personally or by overnight courier to Amy Sheehan, in which event this Letter Agreement will become null and void and your employment with the Company will terminate immediately.

You acknowledge that you received this Letter Agreement on January 5, 2018. You understand that this Letter Agreement shall be of no force or effect, and that you shall not be eligible for the consideration described herein, unless you sign and return this Letter Agreement on or before January 27, 2018, and do not revoke your acceptance during the Letter Agreement Revocation Period. Further, you acknowledge that you will not be eligible to receive the payments and benefits described in Paragraph B above unless you also sign and return the Reaffirmation (i) on, but not before, the Separation Date (if the Separation Date is after January 27, 2018, or (ii) no earlier than the Separation Date, but no later than January 27, 2018, and do not revoke your Reaffirmation in the subsequent seven (7) day period (such period, the “Reaffirmation Revocation Period”) (the day immediately following expiration of such revocation period is the “Reaffirmation Effective Date”).