THE BEAUTY HEALTH COMPANY
EXECUTIVE SEVERANCE PLAN
The Beauty Health Company (the Company), has adopted this The Beauty Health Company Executive Severance Plan, including the attached Exhibits (the Plan), for the benefit of Participants (as defined below) on the terms and conditions hereinafter stated. The Plan, as set forth herein, is intended to provide severance protections to a select group of management or highly compensated employees (within the meaning of ERISA (as defined below)) in connection with qualifying terminations of employment.
1. Defined Terms. Capitalized terms used but not otherwise defined herein shall have their respective meanings set forth below:
1.1 Base Salary means, with respect to any Participant, the Participants annual base salary rate in effect immediately prior to a Qualifying Termination.
1.2 Board means the Board of Directors of the Company.
1.3 Cause means, with respect to any Participant, the occurrence of any one or more of the following events:
(a) the Participant has engaged in an act of dishonesty, theft, embezzlement or fraud, a breach of confidentiality, an unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential information, or has breached a fiduciary duty, law, rule, regulation or policy or procedure of the Company (including but not limited to policies and procedures pertaining to harassment and discrimination);
(b) the Participants commission of, or plea of guilty or nolo contendere to, any crime or offense (other than minor traffic violations or similar offenses), or any act by the Participant constituting a felony;
(c) the Participants gross or repeated neglect of, or repeated or willful failure to perform, his or her duties to the Company, or the Participants history of substandard performance, if such substandard performance is not cured to the satisfaction of the Board, the Chief Executive Officer of the Company (the CEO), and/or the Participants manager within ten (10) days following notice to the Participant;
(d) the Participant has breached any of the provisions of any employment, confidentiality, restrictive covenant or other agreement between the Participant and the Company or an affiliate thereof;
(e) actions by the Participant involving malfeasance or gross negligence in the performance of, the Participants duties;
(f) the Participants failure or refusal to perform the Participants duties to the Company on an exclusive and full-time basis if such failure to perform the Participants duties is not cured to the satisfaction of the Board, the CEO, and/or the Participants manager (as applicable) within ten (10) days following notice to the Participant;
(g) the Participants willful violation of any material rule, regulation, or policy of the Company or the Board (or such Participants manager) applicable to similarly-situated employees of the