ex101eppingerempagreemen






      - 1 -  Firmwide:144971698.11 090952.1011     AMENDED AND RESTATED EMPLOYMENT AGREEMENT    THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this  “Agreement”) is entered into as of October 13, 2022 by and between Stewart Information Services  Corporation, a Delaware corporation (the “Company”), and Frederick H. Eppinger (“Executive”)  (collectively, the “Parties”). This Agreement amends, restates and supersedes any prior written  employment agreement between the Parties and any other written or unwritten agreement or  understanding between the Parties regarding the subject matter hereof.   The Company and Executive agree as follows:  1. Definitions. The following terms used in this Agreement shall, unless otherwise  clearly required by the context, have the meanings assigned to them in this Section 1.  “Annual Salary” means the annual salary payable to Executive in the amount of  $953,000, as it may be adjusted by the Company from time to time.   “Benefits” has the meaning set forth in Section 4.4.  “Board” means the Board of Directors of the Company.  “Cause” has the meaning set forth in Section 6.1(a).  “Change in Control” has the meaning set forth in Section 6.8.  “Change in Control Effective Date” shall mean the first date during the Term on  which a Change in Control occurs; provided that if a Change in Control occurs and if Executive’s  employment with the Company is terminated prior to the date on which the Change in Control  occurs, the Change in Control Effective Date shall be the date immediately prior to such  termination of employment if Executive can demonstrate that such termination of employment (i)  was at the request of a third party who has taken steps reasonably calculated to effect a Change in  Control or (ii) otherwise arose in connection with or anticipation of a Change in Control.  “Change in Control Period” shall mean the period commencing on the Change in  Control Effective Date and ending on the second anniversary of the Change in Control Effective  Date.  “Code” means the Internal Revenue Code of 1986, as amended.  “Company Business” means the business of providing real estate support services,  including, without limitation, title insurance, real estate information services, escrow services and  related transaction services.  “Conflict of Interest” has the meaning set forth in Section 5.5.  DocuSign Envelope ID: E834C922-1215-4EF4-93D5-85B7EB95CF9C 





 






      - 2 -  Firmwide:144971698.11 090952.1011   “Date of Termination” means the date that is Executive’s last day of work for the  Company.  “Disability” means a physical or mental disability, whether total or partial, as  defined by the Company’s Long-Term Disability Plan, as in effect from time to time.   “Exchange Act” means the Securities Exchange Act of 1934, as amended.  “Expenses” means all damages, losses, judgments, liabilities, fines, penalties,  excise taxes, settlements, and costs, attorneys’ fees, accountants’ fees, and disbursements and costs  of attachment or similar bonds, investigations, and any other expenses incurred in establishing a  right to indemnification under this Agreement.   “Good Reason” has the meaning set forth in Section 6.3(a).  “Incentive Plan” means the Company’s shareholder approved incentive plan or  plans, which may include long-term equity-based compensation plans, short-term performance- based compensation plans and any other similar plans, as such may be in effect from time to time.   “Mutual Separation” has the meaning set forth in Section 6.10.  “Other Separation Pay” has the meaning set forth in Section 6.6.  “Proceeding” means any action, suit or proceeding, whether civil, criminal,  administrative or investigative.  “Release” has the meaning set forth in Section 6.9.  “Restrictive Covenants” has the meaning set forth in Section 5.6.  “Section 409A Penalties” has the meaning set forth in Section 7.1.  “Separation Payment Commencement Date” has the meaning set forth in Section  6.5(a).   “Term” has the meaning set forth in Section 2.  2. Term. The term of this Agreement begins on October 13, 2022 and ends on  December 31, 2025 (the “Term”). The Term will automatically be extended for successive one  year periods unless either party provides written notice of non-renewal to the other party at least  ninety (90) days prior to the applicable renewal date. Notwithstanding the foregoing, Executive’s  employment may be terminated prior to the end of the Term pursuant to the express provisions of  this Agreement.   3. Title and Duties. Executive shall serve as Chief Executive Officer of the Company.  Executive will have such duties and responsibilities appropriate to Executive’s position as may be  DocuSign Envelope ID: E834C922-1215-4EF4-93D5-85B7EB95CF9C 





 






      - 3 -  Firmwide:144971698.11 090952.1011   assigned to Executive by the Board from time to time, at the Board’s discretion. Executive will  report to the Board and devote all reasonable efforts and all of his or her business time to the  Company.   4. Compensation and Benefits.   4.1 Annual Salary. The Annual Salary will be payable in accordance with the  payroll policies of the Company in effect from time to time, but in no event less frequently than  twice each month, less any deductions required to be withheld by applicable law and less any  voluntary deductions made by Executive.  4.2 Incentive Compensation. Executive shall be eligible to receive long and  short-term incentive compensation in the form of annual bonuses or long-term grants under the  Incentive Plan. The decision to award any incentive compensation to Executive under the Incentive  Plan and the amount and terms of any such awards or grants are subject to change from year to  year and shall be in the sole and absolute discretion of the Compensation Committee of the Board  or any other committee that may be designated as the administrative committee for the Incentive  Plan with respect to Executive.   4.3 Vacation Policy. Executive shall be entitled to four weeks of paid vacation  during each calendar year of the Term, which such vacation shall accrue in accordance with  Company policy.  4.4 Participation in Employee Benefit Plans. Executive may participate in any  group life, hospitalization or disability insurance plan, health program, retirement plan, similar  benefit plan or other so called “fringe benefits” of the Company (collectively, “Benefits”).  Executive’s participation in any such plans shall be on the terms and conditions set forth in the  governing plan documents as they may be in effect from time to time.   4.5 General Business Expenses. The Company shall pay or reimburse  Executive for all business expenses reasonably and necessarily incurred by Executive in the  performance of Executive’s duties under this Agreement, consistent with the Company’s business  expense reimbursement policy, as in effect from time to time.   4.6 Other Benefits. Executive shall be entitled to participate in or receive  benefits under any compensatory employee benefit plan or other benefit or similar arrangements  made available by the Company now or in the future to its senior executive officers and key  management employees, subject to and on a basis consistent with the terms, conditions, and overall  administration of such plans or arrangement.   4.7 Clawback Policy. Executive agrees that the compensation and benefits  provided by the Company under this Agreement or otherwise may be subject to recoupment under  the Company’s Clawback Policy, as in effect from time to time. A copy of the current Clawback  Policy is available on request.   DocuSign Envelope ID: E834C922-1215-4EF4-93D5-85B7EB95CF9C 





 






      - 4 -  Firmwide:144971698.11 090952.1011   4.8 Stock Ownership. Executive understands and agrees that Executive is  subject to the Company’s stock ownership guidelines, as such guidelines may be in effect from  time to time and shall take all appropriate steps to comply with the stock ownership guidelines.  Executive understands and the Company agrees that notice of changes to the stock ownership  guidelines shall be made available by the Company as appropriate.   4.9 Perquisites. Executive shall be entitled, as of the date hereof, to the  perquisites described in the Stewart Information Services Corporation List of Perquisites provided  to Executive with this Agreement; provided, however, that Executive’s perquisites shall be subject  to modification from time to time by the Compensation Committee of the Board, at its sole  discretion.   5. Confidentiality and Company Property, Non-Competition and Non-Solicitation.  5.1 Confidentiality, Non-Solicit, and Non-Compete Agreement. Executive  agrees that, as a condition of Executive’s employment, Executive shall execute and shall be bound  by the terms of the Stewart Title Guaranty Company, Stewart Title Company and Affiliates  Confidentiality, Non-Solicit, and Non-Compete Agreement attached hereto as Exhibit A.   5.2 Non-Disparagement. Executive also agrees, as a condition of Executive’s  employment, that Executive and Executive’s immediate family will not make any comments to  the employees, vendors, customers, or suppliers of the Company or any of its affiliates, or to any  media outlet or to others with the intent to impugn, castigate or otherwise damage the reputation  of the Company, any of its affiliates or any of the owners, directors, officers, or employees of the  Company.   5.3 Covenants Independent. The covenants of Executive contained in this  Section 5 will be construed as independent of any other provision in this Agreement; and the  existence of any claim or cause of action by Executive against the Company will not constitute a  defense to the enforcement by the Company of said covenants. Executive has been advised to  consult with counsel in order to be informed in all respects concerning the reasonableness and  propriety of this Section 5 and its provisions with the specific regard to the nature of the business  conducted by the Company. Executive acknowledges that this Section 5 and its provisions are  reasonable in all respects.  5.4 Non-Competition During Employment. Executive agrees that during  Executive’s employment with the Company Executive will not compete with the Company by  engaging in the Company Business or in the conception, design, development, production,  marketing, or servicing of any product or service that is substantially similar to the products or  services which the Company provides, and that Executive will not work for (in any capacity),  assist, or became affiliated with as an owner, partner, or otherwise, either directly or indirectly,  any individual or business which engages in the Company Business or offers or performs services,  or offers or provides products substantially similar to the services and products provided by the  Company.   DocuSign Envelope ID: E834C922-1215-4EF4-93D5-85B7EB95CF9C 





 






      - 5 -  Firmwide:144971698.11 090952.1011   5.5 Conflicts of Interest. Executive agrees that during Executive’s employment  with the Company he or she will not engage, either directly or indirectly, in any activity which  might adversely affect the Company or its affiliates (a “Conflict of Interest”), including ownership  of a material interest in any supplier, contractor, distributor, subcontractor, customer or other entity  with which the Company does business or acceptance of any material payment, service, loan, gift,  trip, entertainment, or other favor from a supplier, contractor, distributor, subcontractor, customer  or other entity with which the Company does business, and that Executive will promptly inform  the Board as to each offer received by Executive to engage in any such activity. Executive further  agrees to disclose to the Company any other facts of which Executive becomes aware which might  in Executive’s good faith judgment reasonably be expected to involve or give rise to a Conflict of  Interest or potential Conflict of Interest.  5.6 Rights and Remedies Upon Breach. If Executive breaches any of the  provisions contained in this Section 5, including any provisions of Exhibit A (the “Restrictive  Covenants”), the Company shall have the following rights and remedies, each of which rights and  remedies shall be independent of the others and severally enforceable, and each of which is in  addition to, and not in lieu of, any other rights and remedies available to the Company under law  or in equity, including, without limitation, recovery of money damages and termination of this  Agreement:  (a) Specific Performance. The right and remedy to have the Restrictive  Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any  breach of the Restrictive Covenants would cause irreparable injury to the Company and that money  damages would not provide an adequate remedy to the Company.  (b) Accounting. The right and remedy to require Executive to account  for and pay over to the Company all compensation, profits, monies, accruals, increments or other  benefits derived or received by Executive as the result of any action constituting a breach of the  Restrictive Covenants.  (c) Remedies for Violation of Non-Competition or Confidentiality  Provisions. Executive acknowledges and agrees that: (i) the skills, experience and contacts of  Executive are of a special, unique, unusual and extraordinary character which give them a peculiar  value; (ii) because of the business of the Company, the restrictions agreed to by Executive as to  time and area contained in this Section 5 are reasonable; and (iii) the injury suffered by the  Company by a violation of this Section 5 will be difficult to calculate in damages in an action at  law and damages cannot fully compensate the Company for any violation of any obligation or  covenant in this Section 5. Executive’s compliance with this Section 5 is a condition precedent to  the Company’s obligation to make payments of any nature to Executive (including, without  limitation, payments otherwise payable pursuant to the Incentive Plan).  5.7 Materiality and Conditionality of this Section 5. The covenants contained  in this Section 5 are material to this Agreement. Executive’s agreement to strictly comply with this  Section 5 is a precondition for Executive’s receipt of payments of any nature under this Agreement  (including, without limitation, payments otherwise payable pursuant to the Incentive Plan).  DocuSign Envelope ID: E834C922-1215-4EF4-93D5-85B7EB95CF9C 





 






      - 6 -  Firmwide:144971698.11 090952.1011   Whether or not this Section 5 or any portion thereof has been held or found invalid or  unenforceable for any reason whatsoever by a court or other constituted legal authority of  competent jurisdiction, upon any violation of this Section 5 or any portion thereof, or upon a  finding that a violation would have occurred if this Section 5 or any portion thereof were  enforceable, Executive and the Company agree that (i) Executive’s interest in unvested awards  granted pursuant to the Incentive Plan shall automatically lapse and be forfeited; and (ii) Company  shall have no obligation to make any further payments to Executive under this Agreement.  5.8 Severability, Modification of Covenants. The Restrictive Covenants shall  survive the termination or expiration of this Agreement, and in the event any of the Restrictive  Covenants shall be held by any court to be effective in any particular area or jurisdiction only if  said Restrictive Covenant is modified to be limited in its duration or scope, then, at the sole option  of the Company, the provisions of Section 5.7 may be deemed to have been triggered, and the  rights, liabilities and obligations set forth therein shall apply. In the event the Company does not  elect to trigger application of Section 5.7, then the court shall have such authority to so reform the  covenants and the parties hereto shall consider such covenants and/or other provisions of this  Section 5 to be amended and modified with respect to that particular area or jurisdiction so as to  comply with the order of such court and, as to all other jurisdictions, the covenants contained  herein shall remain in full force and effect as originally written. Should any court hold that the  covenants in this Section 5 are void and otherwise unenforceable in a particular area or jurisdiction,  then notwithstanding the foregoing provisions of this Section 5.8, the provisions of Section 5.7  shall be applicable and the rights, liabilities and obligations of the parties set forth therein shall  apply. Alternatively, at the sole option of the Company, the Company may consider such covenants  to be amended and modified so as to eliminate therefrom the particular area or jurisdictions as to  which such covenants are so held void or otherwise unenforceable and, as to all other areas and  jurisdictions covered herein, the covenants contained herein shall remain in full force and effect  as originally written.  6. Termination. In general, on termination of Executive’s employment for any reason,  the following amounts will be paid to Executive, or Executive’s estate, as applicable:  (a) All accrued but unpaid Annual Salary through Executive’s last  active day of employment, payable in a lump sum within thirty (30) days following Executive’s  termination of employment;   (b) Accrued but unused vacation time, to the extent payment is either  required by law or provided for in the Company’s vacation or paid-time-off policy, as such may  be in effect from time to time;   (c) Any amounts payable to Executive under the terms of any employee  benefit plans in which Executive was a participant;   (d) Reimbursement of any of Executive’s business expenses not  previously reimbursed, to the extent provided for under the Company’s business expense  reimbursement policy; and   DocuSign Envelope ID: E834C922-1215-4EF4-93D5-85B7EB95CF9C 





 






      - 7 -  Firmwide:144971698.11 090952.1011   (e) Any other amounts determined to be due under the terms of the  Incentive Plan, or any grants or awards made thereunder.   Unless expressly provided for under this Agreement, no amounts other than those set forth above  shall be paid following any termination of Executive’s employment, including, by way of example,  and not limitation, termination of Executive’s employment by reason of the Company for Cause,  by reason of Executive’s resignation without Good Reason, and by reason of Executive’s voluntary  retirement.  In the event of a Mutual Separation under paragraph 6.10, Executive will also receive  any benefits specified under paragraph 6.10 in addition to the amounts set forth in this paragraph  6.   6.1 Termination for Cause. The Company has the right, at any time during the  Term, subject to all provisions hereof, exercisable by serving notice, effective on or after the date  of service of such notice as specified therein, to terminate Executive’s employment under this  Agreement and discharge Executive for Cause.   (a) The term “Cause” means, in the good faith determination of the  Board, any of the following:   (i) Executive’s willful failure to substantially perform  Executive’s duties with the Company (other than by reason of Executive’s Disability), after a  written demand for substantial performance is delivered to Executive that specifically identifies  the manner in which the Company believes that Executive has not substantially performed such  duties, and Executive has failed to remedy the situation within 30 days of such written notice from  the Company;  (ii) Executive’s gross negligence in the performance of  Executive’s duties;  (iii) Executive’s conviction of, or plea of guilty or nolo contendre  to any felony or any crime involving moral turpitude or the personal enrichment of Executive at  the expense of the Company;  (iv) Executive’s willful engagement in conduct that is  demonstrably and materially injurious to the Company, monetarily or otherwise, including,  without limitation, Executive’s breach of fiduciary duties owed to the Company;  (v) Executive’s willful violation of any material provision of the  Company’s code of conduct;  (vi) Executive’s willful violation of any of the material  covenants contained in Section 5;  (vii) Executive’s act of dishonesty resulting in or intending to  result in personal gain at the expense of the Company; or  DocuSign Envelope ID: E834C922-1215-4EF4-93D5-85B7EB95CF9C 





 






      - 8 -  Firmwide:144971698.11 090952.1011   (viii) Executive’s engaging in any material act that is intended or  may be reasonably expected to harm the reputation, business prospects, or operations of the  Company.  6.2 Termination without Cause. The Company has the right, at any time during  the Term to terminate Executive’s employment without Cause.   6.3 Resignation for Good Reason. Executive’s resignation for Good Reason, as  set forth below, shall be treated in all respects like a Termination by the Company without Cause.  In the event Executive’s resignation is deemed to be for Good Reason, Executive shall, subject to  execution of a Release, receive separation pay benefits outlined in Section 6.5. For these purposes,  the following provisions shall be applicable:   (a) The term “Good Reason” shall mean any of the following:  (i) The occurrence of any material breach by the Company or  any of its affiliates of the terms of this Agreement or of the terms of any other material agreement  between Executive and the Company or any of its affiliates;  (ii) The Company’s assignment to Executive of any duties  materially inconsistent with Executive’s position, including any other action which results in a  material diminution in such status, title, authority, duties or responsibility;  (iii) The relocation of Executive’s office to a location more than  35 miles outside Executive’s office location as agreed at the time of execution of this Agreement;  or  (iv) The Company’s failure, following a Change in Control, to  obtain the assumption in writing of all of the Company’s material obligations under the  Executive’s employment agreement and any of the Executive’s outstanding grants or awards by  the successor to all or substantially all of the assets of the Company or any Subsidiary within  fifteen (15) days after a reorganization, merger, consolidation, sale or other disposition of assets  of the Company or such Subsidiary.  (b) Notwithstanding the foregoing, Executive’s resignation shall not be  deemed to be for Good Reason if Executive has consented to the condition claimed to constitute  Good Reason, nor shall Executive’s resignation be deemed to be for Good Reason, unless  Executive has provided any written notice to the Company specifying the event or condition  claimed to constitute Good Reason within sixty (60) days following the initial existence of such  event or condition, and the Company has, after receipt of such notice of Good Reason from  Executive, failed to cure or correct such condition or event within sixty (60) days following the  Company’s receipt of Executive’s notice of intent to resign for Good Reason.   DocuSign Envelope ID: E834C922-1215-4EF4-93D5-85B7EB95CF9C 





 






      - 9 -  Firmwide:144971698.11 090952.1011   6.4 Resignation without Good Reason. Executive may resign and any time  without Good Reason. It is understood that Executive shall provide the Company with ninety (90)  days’ notice of Executive’s intent to resign.   6.5 Separation Pay Benefits. In the event Executive’s employment with the  Company or a Subsidiary is terminated by the Company without Cause, or by the Executive for  Good Reason, Executive shall, subject to execution of a Release, receive, in addition to any  payments required by law, the following separation pay benefits:   (a) Twenty-four (24) months of Executive’s then current base salary,  payable in semi-monthly installments or other regular installments in accordance with the  Company’s payroll practices, no earlier than the 60th day after Executive’s termination of  employment and after the date all applicable revocation periods has past (the “Separation  Payment Commencement Date”);   (b) An additional payment in installments payable on the same  schedule as the payments provided for in Section 6.5(a), equal to an amount such that Executive  will retain, net after taxes paid by Executive (assuming Executive is taxed at the highest  applicable federal, state and local tax rates in effect for the Executive), in the aggregate, the  dollar value of the Company’s subsidy (based on costs borne by the Company for active  employees) of the cost of Executive’s coverage under the Company’s group health plan for a  period of eighteen (18) months; and  (c) Such accelerated vesting as may be provided for under the terms  of the Incentive Plan and/or award agreement under the Incentive Plan.   Notwithstanding anything in this Section 6.5 to the contrary, the Company shall have the right to  cease or terminate the separation pay benefits otherwise provided for in the event Executive  breaches, as determined by the Board in its sole discretion, the covenants set forth in Section 5  above.  6.6 Other Separation Pay Benefits. Notwithstanding anything in this Section 6,  if Executive is entitled to any separation pay by reason of any agreement or arrangement applicable  to Executive other than by reason of the terms of this Section 6 (“Other Separation Pay”), the  separation pay otherwise payable to Executive under Section 6.5 shall be reduced by the amount  of Executive’s Other Separation Pay. The Executive’s entitlement to Other Separation Pay shall  be deemed to be separation pay provided for under Section 6. To the extent any separation pay is  subject to Code Section 409A, the provisions regarding the time and manner such separation  payments are to be made shall not be modified so as to avoid, to the extent possible, any  modification to the time and manner of payment of compensation that would constitute a violation  of the requirements of Code Section 409A.   6.7 Consequences of a Change in Control. In the event Executive’s employment  is terminated by the Company without Cause or by Executive for Good Reason during a Change  in Control Period, and provided Executive executes, and does not thereafter revoke, a Release, the  DocuSign Envelope ID: E834C922-1215-4EF4-93D5-85B7EB95CF9C 





 






      - 10 -  Firmwide:144971698.11 090952.1011   Executive shall be entitled to receive, in lieu of the separation pay benefits provided for under  Section 6.5:  (a) Twenty-Four (24) months of Executive’s then current base salary,  payable in semi-monthly installments or other regular installments in accordance with the  Company’s payroll practices, beginning on the Separation Payment Commencement Date;  (b) An amount equal to two times Executive’s target annual bonus in  effect for the fiscal year in which Executive’s termination of employment occurs, to be paid to  Executive in a lump sum within thirty (30) days after the date all applicable revocation periods  under the Release have expired, and, in all events, no later than the end of the “applicable 2 1⁄2  month period” (as that phrase is defined for purposes of Treasury Regulation Section 1.409A- 1(b)(4));  (c) An additional payment in installments payable on the same  schedule as the payments provided for in Section 6.7(a), equal to an amount such that Executive  will retain, net after taxes paid by Executive (assuming Executive is taxed at the highest  applicable federal, state and local tax rates in effect for Executive), in the aggregate, the dollar  value of the Company’s subsidy (based on costs borne by the Company for active employees)  of the cost of Executive’s coverage under the Company’s group health plan for a period of  eighteen (18) months;   (d) Such accelerated vesting as may be provided for under the terms  of the Incentive Plan and/or award agreement under the Incentive Plan.   (e) Executive shall also be entitled to all other payments and/or  benefits provided for under Section 6 (other than Section 6.5).   6.8 Conditions for Change in Control. Notwithstanding the foregoing, a  “Change in Control” shall be deemed to have occurred if any of the following events shall occur:  (a) Any “Person” (as such term is used in Sections 13(d) and 14(d)  of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the  Exchange Act), directly or indirectly, of securities of the Company representing 50% or more  of the combined voting power of the Company’s then outstanding securities; or   (b) There occurs a proxy contest or a consent solicitation, or the  Company is a party to a merger, consolidation, sale of assets, plan of liquidation or other  reorganization, as a consequence of which members of the Board in office immediately prior to  such transaction or event thereafter constitute less than a majority of the Board immediately  after such transaction or event; or   (c) There occurs a reverse merger involving the Company in which  the Company is the surviving corporation but the shares of common stock of the Company  DocuSign Envelope ID: E834C922-1215-4EF4-93D5-85B7EB95CF9C 





 






      - 11 -  Firmwide:144971698.11 090952.1011   outstanding immediately preceding the merger are converted by virtue of the merger into other  property, whether in the form of securities, cash or otherwise; or   (d) There is a sale or other disposition of all or substantially all of the  assets of the Company; or   (e) There is an adoption of any plan or proposal for the liquidation or  dissolution of the Company; or   (f) Stewart Title Guaranty Company is placed in supervision,  receivership, conservatorship, or special administrative action by its domiciled Department of  Insurance.   Notwithstanding the foregoing, however, in any circumstance or transaction in which  compensation resulting from or in respect of any payment due hereunder would result in the  imposition of an additional tax under Code Section 409A if the foregoing definition of “Change in  Control” were to apply, but would not result in the imposition of any additional tax if the term  “Change in Control” were defined herein to mean a “change in control event” within the meaning  of Treasury Regulation Section 1.409A-3(i)(5), then “Change in Control” shall mean a “change in  control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5), but only to the  extent necessary to prevent such compensation from becoming subject to an additional tax under  Code Section 409A.   6.9 Required Release and Other Requirements. As a condition to Executive’s  receipt of payments and/or benefits described in Section 6.5 and Section 6.7, Executive must  execute and deliver to the Company a full release of all claims that Executive may have against  the Company, its Subsidiaries and affiliates, and all of their respective officers, employees,  directors, and agents, and that shall include Executive’s agreement not to disparage the Company  and not to divulge any of the Company’s confidential information, in a form acceptable to the  Company (the “Release”), and all applicable revocation periods must have expired prior to the  Separation Payment Commencement Date. The Company shall provide Executive with the form  of Release within 10 days following the Date of Termination. In addition, Executive must execute  such other documentation that formalizes Executive’s resignation from the Board, the boards of  any affiliates of the Company, and any other positions with the Company and its affiliates to be  eligible for receipt of payments and benefits under Section 6.5 and Section 6.7.  6.10 Additional Rules Regarding Mutual Separation. Executive and the  Company may mutually agree to end Executive’s employment.  To the extent the following  requirements are satisfied, such termination of employment shall be classified as a “Mutual  Separation” for purposes of this Agreement:   (a) Executive shall provide a written letter of resignation to the Board  at least ninety (90) days prior to the conclusion of the Term;  DocuSign Envelope ID: E834C922-1215-4EF4-93D5-85B7EB95CF9C 





 






      - 12 -  Firmwide:144971698.11 090952.1011   (b) Executive identifies, and obtains Board approval on, a successor to  the role of Chief Executive Officer.  In the event of Mutual Separation, and provided Executive executes, and  does not thereafter revoke, a Release, Executive shall be entitled to the following benefits upon  Executive’s termination of employment:  (x) Executive shall continue to vest in all previously granted but  unvested shares of Company stock that vest upon the passage of time, as provided for under the  terms of the Incentive Plan and/or award agreement under the Incentive Plan; and  (y) Executive shall continue to vest in all previously granted but  unvested shares of Company stock that vest, in whole or in part, upon attainment of certain  performance criteria, as provided for under the terms of the Incentive Plan and/or award agreement  under the Incentive Plan.   Notwithstanding anything in this Section 6.10 to the contrary, the Company shall have the right to  cease or terminate the vesting benefits in this Section 6.10(x) and Section 6.10(y) above in the  event Executive breaches, as determined by the Board in its sole discretion, any of the covenants  set forth in Section 5. Executive shall also make all reasonable efforts to assist the Company after  Executive’s termination of employment with any matters arising during Executive’s employment  with the Company.  7. Section 409A; Certain Excise Taxes.  7.1 Section 409A Separate Payments. This Agreement is intended to be written,  administered, interpreted and construed in a manner such that no payment or benefits provided  under the Agreement become subject to (a) the gross income inclusion set forth within Section  409A(a)(1)(A) of the Code or (b) the interest and additional tax set forth within Section  409A(a)(1)(B) of the Code (collectively, “Section 409A Penalties”), including, where appropriate,  the construction of defined terms to have meanings that would not cause the imposition of Section  409A Penalties. Notwithstanding anything to the contrary in this Agreement, the Company does  not guarantee the tax treatment of any payment hereunder and in no event shall the Company be  liable for any Section 409A Penalties that may be imposed on Executive. For purposes of Section  409A of the Code (including, without limitation, for purposes of Treasury Regulation Section  1.409A-2(b)(2)(iii)), each payment that Executive may be eligible to receive under this Agreement  shall be treated as a separate and distinct payment and shall not collectively be treated as a single  payment.  7.2 In-kind Benefits and Reimbursements. Notwithstanding anything to the  contrary in this Agreement or in any Company policy with respect to such payments, in-kind  benefits and reimbursements provided under this Agreement during any tax year of Executive shall  not affect in-kind benefits or reimbursements to be provided in any other tax year of Executive  and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the  contrary in this Agreement, reimbursement requests must be timely submitted by Executive and,  DocuSign Envelope ID: E834C922-1215-4EF4-93D5-85B7EB95CF9C 





 






      - 13 -  Firmwide:144971698.11 090952.1011   if timely submitted, reimbursement payments shall be made to Executive as soon as  administratively practicable following such submission in accordance with the Company’s policies  regarding reimbursements, but in no event later than the last day of Executive’s taxable year  following the taxable year in which the expense was incurred. This Section 7.2 shall only apply to  in-kind benefits and reimbursements that would result in taxable compensation income to  Executive.  7.3 Specified Employee Rule. To the extent applicable, any payments to  Executive called for under this Agreement or under the terms of any other plan, agreement or  award, that are determined to be payments of deferred compensation to which Code Section 409A  is applicable and that are paid by reason of Executive’s separation from service, shall be delayed,  to the extent necessary, to avoid a violation of Code Section 409A(a)(2)(B)(i). In general, this  Section 7.3 may require that payments of nonqualified deferred compensation to Executive that  would otherwise be made within six (6) months following Executive’s separation from service  shall be paid on the first day of the seventh (7th) month following Executive’s separation from  service if Executive is determined to be a “specified employee” as that term is defined in Code  Section 409A(a)(2)(B)(i) and related Treasury Regulations.   7.4 Certain Excise Taxes. Notwithstanding anything to the contrary in this  Agreement, if Executive is a “disqualified individual” (as defined in Code Section 280G(c)), and  the payments and benefits provided for in this Agreement, together with any other payments and  benefits which Executive has the right to receive from the Company or any of its affiliates, would  constitute a “parachute payment” (as defined in Code Section 280G(b)(2)), then the payments and  benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the  present value of such total amounts and benefits received by Executive from the Company and its  affiliates will be one dollar ($1.00) less than three times Executive’s “base amount” (as defined in  Code Section 280G(b)(3)) and so that no portion of such amounts and benefits received by  Executive shall be subject to the excise tax imposed by Code Section 4999, or (b) paid in full,  whichever produces the better net after-tax position to Executive (taking into account any  applicable excise tax under Code Section 4999 and any other applicable taxes). The reduction of  payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or  benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid  or provided (beginning with such payment or benefit that would be made last in time and  continuing, to the extent necessary, through to such payment or benefit that would be made first  in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The  determination as to whether any such reduction in the amount of the payments and benefits  provided hereunder is necessary shall be made by the Company in good faith. If a reduced payment  or benefit is made or provided and through error or otherwise that payment or benefit, when  aggregated with other payments and benefits from the Company (or its affiliates) used in  determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times  Executive’s base amount, then Executive shall immediately repay such excess to the Company  upon notification that an overpayment has been made. Nothing in this Section 7.4 shall require the  Company to be responsible for, or have any liability or obligation with respect to, Executive’s  excise tax liabilities under Code Section 4999.   DocuSign Envelope ID: E834C922-1215-4EF4-93D5-85B7EB95CF9C 





 






      - 14 -  Firmwide:144971698.11 090952.1011   8. Indemnification.  8.1 General. The Company agrees that if Executive is made a party or is  threatened to be made a party to any Proceeding by reason of the fact that Executive is or was a  trustee, director or officer of the Company, or any predecessor to the Company (including any sole  proprietorship owned by Executive) or any of their affiliates or is or was serving at the request of  the Company, any predecessor to the Company (including any sole proprietorship owned by  Executive), or any of their affiliates as a trustee, director, officer, member, employee or agent of  another corporation or a partnership, joint venture, limited liability company, trust or other  enterprise, including, without limitation, service with respect to employee benefit plans, whether  or not the basis of such Proceeding is alleged action in an official capacity as a trustee, director,  officer, member, employee or agent while serving as a trustee, director, officer, member, employee  or agent, Executive shall be indemnified and held harmless by the Company to the fullest extent  authorized by Texas or Delaware law, as the same exists or may hereafter be amended, against all  Expenses incurred or suffered by Executive in connection therewith, and such indemnification  shall continue as to Executive even if Executive has ceased to be an officer, director, trustee or  agent, or is no longer employed by the Company and shall inure to the benefit of Executive’s heirs,  executors and administrators.  8.2 Enforcement. If a claim or request under this Section 8 is not paid by the  Company or on its behalf, within thirty (30) days after a written claim or request has been received  by the Company, Executive may at any time thereafter bring an arbitration claim against the  Company to recover the unpaid amount of the claim or request and if successful in whole or in  part, Executive shall be entitled to be paid also the expenses of prosecuting such suit. All  obligations for indemnification hereunder shall be subject to, and paid in accordance with,  applicable Texas or Delaware law.  8.3 Partial Indemnification. If Executive is entitled under any provision of this  Agreement to indemnification by the Company for some or a portion of any expenses, but not,  however, for the total amount thereof, the Company shall nevertheless indemnify Executive for  the portion of such expenses to which Executive is entitled.  8.4 Advances of Expenses. Expenses incurred by Executive in connection with  any Proceeding shall be paid by the Company in advance upon request of Executive that the  Company pay such expenses, but only in the event that Executive shall have delivered in writing  to the Company (i) an undertaking to reimburse the Company for expenses with respect to which  Executive is not entitled to indemnification and (ii) a statement of Executive’s good faith belief  that the standard of conduct necessary for indemnification by the Company has been met.  8.5 Notice of Claim. Executive shall give to the Company notice of any claim  made against Executive for which indemnification will or could be sought under this Agreement.  In addition, Executive shall give the Company such information and cooperation as it may  reasonably require and as shall be within Executive’s power and at such times and places as are  convenient for Executive.  DocuSign Envelope ID: E834C922-1215-4EF4-93D5-85B7EB95CF9C 





 






      - 15 -  Firmwide:144971698.11 090952.1011   8.6 Defense of Claim. With respect to any Proceeding as to which Executive  notifies the Company of the commencement thereof:  (a) The Company will be entitled to participate therein at its own  expense;  (b) Except as otherwise provided below, to the extent that it may wish,  the Company will be entitled to assume the defense thereof, with counsel reasonably satisfactory  to Executive, which in the Company’s sole discretion may be regular counsel to the Company and  may be counsel to other officers and directors of the Company or any subsidiary. Executive also  shall have the right to employ Executive’s own counsel in such action, suit or proceeding if  Executive reasonably concludes that failure to do so would involve a conflict of interest between  the Company and Executive, and under such circumstances the fees and expenses of such counsel  shall be at the expense of the Company; and  (c) The Company shall not be liable to indemnify Executive under this  Agreement for any amounts paid in settlement of any action or claim effected without its written  consent. The Company shall not settle any action or claim in any manner which would impose any  penalty that would not be paid directly or indirectly by the Company or limitation on Executive  without Executive’s written consent. Neither the Company nor Executive will unreasonably  withhold or delay their consent to any proposed settlement.  8.7 Non-exclusivity. The right to indemnification and the payment of expenses  incurred in defending a Proceeding in advance of its final disposition conferred in this Section 8  shall not be exclusive of any other right which Executive may have or hereafter may acquire under  any statute or certificate of incorporation or by-laws of the Company or any subsidiary, agreement,  vote of shareholders or disinterested directors or trustees or otherwise.  9. Miscellaneous.  9.1 Legal Fees and Expenses. If any contest or dispute shall arise between the  Company and Executive regarding any provision of this Agreement, the Company shall reimburse  Executive for all legal fees and expenses reasonably incurred by Executive in connection with such  contest or dispute, but only if Executive prevails to a substantial extent with respect to Executive’s  claims brought and pursued in connection with such contest or dispute. Such reimbursement shall  be made as soon as practicable following the resolution of such contest or dispute (whether or not  appealed) to the extent the Company receives reasonable written evidence of such fees and  expenses.  9.2 Notices. Any notice or other communication required or permitted  hereunder shall be in writing and shall be delivered personally, sent by courier service, sent by  facsimile transmission or sent by certified, registered or express mail, postage prepaid. Any such  notice shall be deemed given when so delivered personally or sent by facsimile transmission or, if  mailed or sent by courier service, on the date of actual receipt thereof, as follows:  DocuSign Envelope ID: E834C922-1215-4EF4-93D5-85B7EB95CF9C 





 






      - 16 -  Firmwide:144971698.11 090952.1011   if to the Company, to:  Chairman of the Board, Thomas G. Apel  1360 Post Oak Blvd., Suite 100  Houston, Texas 77056    if to Executive, to:  Frederick H. Eppinger  44 South Street  Grafton, MA 01519  Any party may change its address for notice hereunder by notice to the other party hereto.  9.3 Entire Agreement. This Agreement contains the entire agreement between  the parties with respect to the subject matter hereof and supersedes all prior agreements (including  but not limited to prior employment agreements and incentive plans and agreements), written or  oral, with respect thereto, however, the terms of any benefit plans shall remain in force and effect.  9.4 Waivers and Amendments. This Agreement may be amended, superseded,  canceled, renewed or extended, and the terms and conditions hereof may be waived, only by a  written instrument signed by the parties or, in the case of a waiver, by the party waiving  compliance. No delay on the part of any party in exercising any right, power or privilege hereunder  shall operate as a waiver thereof nor shall any waiver on the part of any party of any such right,  power or privilege hereunder, nor any single or partial exercise of any right, power or privilege  hereunder, preclude any other or further exercise thereof or the exercise of any other right, power  or privilege hereunder.  9.5 Governing Law. This Agreement shall be governed by and construed in  accordance with the laws of the State of Texas (without giving effect to the choice of law  provisions thereof).  9.6 Assignment. This Agreement and any rights and obligations hereunder, may  not be assigned by Executive and may be assigned by the Company only to a successor by merger  or purchasers of substantially all of the assets of the Company or its affiliates.  9.7 Counterparts. This Agreement may be executed in separate counterparts,  each of which when so executed and delivered shall be deemed an original, but all of which  together shall constitute one and the same instrument.  9.8 Headings. The headings in this Agreement are for reference purposes only  and shall not in any way affect the meaning or interpretation of this Agreement.  DocuSign Envelope ID: E834C922-1215-4EF4-93D5-85B7EB95CF9C 





 






      - 17 -  Firmwide:144971698.11 090952.1011   9.9 No Presumption Against Interest. This Agreement has been negotiated,  drafted, edited and reviewed by the respective parties, and therefore, no provision of this  Agreement shall be construed against any party as being drafted by said party.  9.10 No Duty to Mitigate. Executive shall not be required to mitigate damages  with respect to the termination of Executive’s employment under this Agreement by seeking other  employment or otherwise, and there shall be no offset against amounts due Executive under this  Agreement on account of subsequent employment except as specifically provided in this  Agreement. Additionally, amounts owed to Executive under this Agreement shall not be offset by  any claims the Company may have against Executive, and the Company’s obligation to make the  payments provided for in this Agreement, and otherwise to perform its obligations hereunder, shall  not be affected by any other circumstances, including, without limitation, any counterclaim,  recoupment, defense or other right which the Company may have against Executive or others.  9.11 Dispute Resolution. If any dispute arises out of or relates to this Agreement,  or the breach thereof, Executive and the Company agree to promptly negotiate in good faith to  resolve such dispute. If the dispute cannot be settled by the parties through negotiation, Executive  and the Company agree to try in good faith to settle the dispute by mediation under the Commercial  Mediation Rules of the American Arbitration Association before resorting to arbitration or any  other dispute resolution procedure. If the parties are unable to settle the dispute by mediation as  provided in the preceding sentence within thirty (30) days of a written demand for mediation, any  claim, controversy or dispute arising out of or relating to this Agreement, or the breach thereof,  shall be settled by binding arbitration before one arbitrator in accordance with the Commercial  Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted in  English and held in Houston, Harris County, Texas, or such other location to which the parties  mutually agree. The arbitrator shall among other things determine the validity, scope,  interpretation and enforceability of this arbitration clause. The award shall be a reasoned award  and rendered within 30 days of the conclusion of the arbitration hearing. The decision of the  arbitrator shall be final and binding and judgment upon the award rendered may be entered in any  court having jurisdiction thereof. Notwithstanding the foregoing provisions of this Section 9.11,  the Company may seek injunctive relief from a court of competent jurisdiction located in Harris  County, Texas, in the event of a breach or threatened breach of any covenant contained in Section  5.  9.12 Binding Agreement. This Agreement shall inure to the benefit of and be  binding upon the Company and its respective successors and assigns and Executive and  Executive’s legal representatives.’     DocuSign Envelope ID: E834C922-1215-4EF4-93D5-85B7EB95CF9C 





 






      - 18 -  Firmwide:144971698.11 090952.1011     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first  above written.  EXECUTIVE: COMPANY:        ______________________________  Frederick H. Eppinger  STEWART INFORMATION SERVICES  CORPORATION  By:__________________________________    Name: Thomas G. Apel  Title: Chairman of the Board  Date:__________________________    DocuSign Envelope ID: E834C922-1215-4EF4-93D5-85B7EB95CF9C 10/14/2022 





 






      - 19 -  Firmwide:144971698.11 090952.1011   Exhibit A    Stewart Title Guaranty Company, Stewart Title Company and Affiliates   Confidentiality, Non-Solicit, and Non-Compete Agreement    This Confidentiality, Non-Solicit, and Non-Compete Agreement (“Agreement”) is entered into between the  undersigned individual (“I”, “me”, or “Employee”) and Stewart Title Guaranty Company, Stewart Title  Company, or an affiliated company (“Employer”), for the benefit of Stewart Title Guaranty Company, and  its parents, subsidiaries, affiliates, successors, and assigns to or for which Employee provides services,  including Employer (collectively the “Company”). I understand the Company is in the business of providing  global real estate services, including residential and commercial title insurance and closing and settlement  services, offering products and services through its direct operations, network of Stewart Trusted Providers  and family of companies, (the Company’s “Business” or “line of business”), and seeks to employ me in a  position of trust and confidence related to this line of business, and I wish to be employed in such a position.  In consideration of my employment and the compensation and other benefits received as a consequence  thereof, and the other mutual promises and representations of the parties made herein, the parties agree as  follows:  1.  Position of Trust and Confidence. In reliance upon the promises made by me in this Agreement,  the Company will provide me with access to Confidential Information (including trade secrets) related to  my position, and may also provide me specialized training related to the Company’s Business and/or the  opportunity to develop relationships with the Company’s employees, business contacts (customers and  others) and agents for the purpose of developing goodwill for the Company. I agree that my receipt of the  foregoing would give me an unfair competitive advantage if my activities during employment, and for a  reasonable period thereafter, were not restricted as provided for in this Agreement.   2.  Confidential Information and Company Property. Subject to Paragraph 6, I agree to use  Company’s Confidential Information only in the performance of my duties, to hold such information in  confidence and trust, and not to engage in any unauthorized use or disclosure of such information during  my employment and for so long thereafter as such information qualifies as Confidential Information.  “Confidential Information” means an item of information or compilation of information in any form  (tangible or intangible) related to the Company’s Business that I acquire or gain access to during my  employment that the Company has not authorized public disclosure of, and that is not readily available to  the public or persons outside the Company. By way of example and not limitation, Confidential Information  is understood to include: lists and records, contact information, private contract terms, business preferences,  and historical transaction data regarding existing and prospective customers; non-public records and data  regarding the Company’s financial performance; business plans and strategies, forecasts and analyses;  internal business methods and systems, know how, and innovations; marketing plans, research and analysis;  unpublished pricing information, and variables such as costs, discounting options, and profit margins;  business sale and acquisition opportunities identified by the Company and related analysis; records of  private dealings with vendors, suppliers, and distributors; and Company trade secrets. I acknowledge that  items of Confidential Information are the Company’s valuable assets and have economic value because  they are not generally known by the public or others who could use them to their own economic benefit  and/or to the competitive disadvantage of the Company. I agree that all records, in any form (such as email,  database, correspondence, notes, files, contact lists, drawings, specifications, spreadsheets, manuals, and  calendars) that contain Confidential Information or otherwise relate to the Company’s Business, with the  exception of wage and benefit related materials provided to me as an employee for my own use as an  employee, are the property of the Company (collectively “Company Records”). I will follow all Company  DocuSign Envelope ID: E834C922-1215-4EF4-93D5-85B7EB95CF9C 





 






      - 20 -  Firmwide:144971698.11 090952.1011   policies regarding use or storage of Company Records, and return all such records (including all copies)  when my employment with Company ends or sooner if requested.  Confidential Information does not include information lawfully acquired by a non-management employee  about wages, hours or other terms and conditions of employment when used for purposes protected by §7  of the National Labor Relations Act such as joining or forming a union, engaging in collective bargaining,  or engaging in other concerted activity for mutual aid or protection of laborers. For purpose of clarity, it  shall still be a violation of this Agreement for a non-management employee to wrongfully compete by  sharing Confidential Information with a competitor about other employees’ compensation and benefits  which was obtained through the course of employment with the Company for purposes of assisting such  competitor in soliciting Company employees.  3. Protective Covenants. In order to protect the Company’s Confidential Information (including  trade secrets) and key business relationships, I agree that for a period of one (1) year after my employment  ends (irrespective of which party ends the relationship or why it ends), I will not:   (a) solicit any employee of Company that I gained knowledge of through my employment with Employer  (a “Covered Employee”) to leave the employment of the Company; or,   (b) hire, attempt to hire, or assist in hiring any Covered Employee on behalf of a Competing Business; or,  (c) solicit, or attempt to solicit a Covered Customer or Key Relationship (terms separately defined below),  as defined below, for the purpose of doing any business that would compete with the Company’s Business,  or   (d) knowingly engage in any conduct that is intended to cause, or could reasonably be expected to cause  the Covered Customer or Key Relationship to stop or reduce doing business with the Company, or that  would involve diverting business opportunities away from the Company; or,   (e) provide services for the benefit of a Competing Business within the Territory (terms separately defined  below) that are the same or similar in function or purpose to those I provided to the Employer during the  Look Back Period; or  (f) take on any other responsibilities for a Competing Business that would involve the probable use or  disclosure of Confidential Information or the conversion of Covered Customers or Key Relationships to the  benefit of a Competing Business or detriment of the Company.  Nothing herein is intended or to be construed as a prohibition against general advertising such as “help  wanted” ads that are not targeted at the Company’s employees. This Agreement is not intended to prohibit:  (i) employment with a non-competitive independently operated subsidiary, division, or unit of a family of  companies that include a Competing Business, so long as the employing independently operated business  unit is truly independent and my services to it do not otherwise violate this Agreement; or, (ii) a passive  and non-controlling ownership of less than 2% of the stock in a publicly traded company. Further, nothing  herein is intended to preclude conduct protected by Section 7 of the NLRA such as joining or forming a  union, engaging in collective bargaining, or engaging in other concerted activity for mutual aid and  protection.  “Competing Business” means any person or entity that engages in (or is planning to engage in) a business  that competes with a portion of the Company Business that I had involvement with or access to Confidential  DocuSign Envelope ID: E834C922-1215-4EF4-93D5-85B7EB95CF9C 





 






      - 21 -  Firmwide:144971698.11 090952.1011   Information during the last two years of my employment (or such shorter period of time as I am  employed)(the “Look Back Period”). “Covered Customer” means a customer that I had material  business-related contact or dealings with or received Confidential Information about during the Look Back  Period. “Key Relationships” refers to a person or entity with an ongoing business relationship with the  Company (including vendors, agents, and contractors) that I had material business-related contact or  dealings with during the Look Back Period. “Territory” means the geographic territory(ies) assigned to  me by Company during the Look Back Period (by state, county, or other recognized geographic boundary  used in the Company’s business); and, if I have no such specifically assigned geographic territory then: (i)  those states and counties in which Company does business that I participated in and/or about which I was  provided access to Confidential Information during the Look Back Period; and, (ii) the state and county  where I reside and the states and counties contiguous thereto. I am responsible for seeking clarification  from the Company’s Human Resources department if it is unclear to me at any time what the scope of the  Territory is. State and county references include equivalents.  4.  Severability and Special Remedies. Each of my obligations under this Agreement shall be  considered a separate and severable obligation. If a court determines that a restriction in this Agreement  cannot be enforced as written due to an overbroad limitation (such as time, geography, or scope of activity),  the parties agree that the court shall reform or modify the restrictions or enforce the restrictions to such  lesser extent as is allowed by law. If, despite the foregoing, any provision contained in this Agreement is  determined to be void or unenforceable, in whole or in part, then the other provisions of this Agreement  will remain in full force and effect. The parties agree that the Company will suffer irreparable harm, in  addition to any damages that can be quantified, by a breach of this Agreement by me. Accordingly, in the  event of such a breach or a threatened breach, the Company will be entitled to all remedies that may be  awarded by a Court of competent jurisdiction, recovery of its attorneys’ fees and expenses (including not  only costs of court, but also expert fees, travel expenses, and other expenses incurred), and any other legal  or equitable relief allowed by law.   5.  Choice of Law and Venue. The Parties agree that the law of the State in which the Employee  primarily resides and was last employed by the Employer shall govern the interpretation, application, and  enforcement of this Agreement, without regard to any choice of law rules of that or any other state. All  disputes arising out of this Agreement or concerning the interpretation or enforcement of this Agreement  shall be exclusively brought in the state and federal courts covering Harris County, Texas. Employee hereby  expressly consents to the personal jurisdiction of the state and federal courts located in Harris County,  Texas, for any lawsuit arising from or relating to this Agreement.   6.  Agreement Limitations. Nothing in this Agreement prohibits me from reporting an event that I  reasonably and in good faith believe is a violation of law to the relevant law-enforcement agency (such as  the Securities and Exchange Commission or Department of Labor), requires notice to or approval from the  Company before doing so, or prohibits me from cooperating in an investigation conducted by such a  government agency. This may include a disclosure of trade secret information provided that it must comply  with the restrictions in the Defend Trade Secrets Act of 2016 (DTSA). The DTSA provides that no  individual will be held criminally or civilly liable under Federal or State trade secret law for the disclosure  of a trade secret that: (i) is made in confidence to a Federal, State, or local government official, either  directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a  suspected violation of law; or, (ii) is made in a complaint or other document if such filing is under seal so  that it is not made public. Also, an individual who pursues a lawsuit for retaliation by an employer for  reporting a suspected violation of the 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 files any document containing the  DocuSign Envelope ID: E834C922-1215-4EF4-93D5-85B7EB95CF9C 





 






      - 22 -  Firmwide:144971698.11 090952.1011   trade secret under seal, and does not disclose the trade secret, except as permitted by court order. To the  extent that I am covered by Section 7 of the National Labor Relations Act (NLRA) because I am not in a  supervisor or management role, nothing in this Agreement shall be construed to prohibit me from using  information I acquire regarding the wages, benefits, or other terms and conditions of employment at the  Company for any purpose protected under the NLRA. I understand that under the NLRA, covered  employees have a right to self-organization, to form, join, or assist labor organizations, to bargain  collectively through representatives of their own choosing, and to engage in other concerted activities for  the purpose of collective bargaining or other mutual aid or protection, and to refrain from any or all of such  activities.  7. Intellectual Property Protection and Assignment. Employee is expected to use his or her  inventive and creative capacities for the benefit of the Employer and to contribute, where possible, to the  Employer’s intellectual property in the ordinary course of employment.   (a) Definitions. “Inventions” mean any inventions, software source code, discoveries, improvements,  designs, processes, machines, products, innovations, business methods or systems, know how, ideas or  concepts of commercial value or utility, and related technologies or methodologies, whether or not shown  or described in writing or reduced to practice and whether patentable or not. “Works” mean original works  of authorship, including, but not limited to: literary works (including all written material), mask works,  computer programs, formulas, tests, notes, data compilations, databases, artistic and graphic works  (including designs, graphs, drawings, blueprints, and other works), recordings, models, photographs, slides,  motion pictures, and audio visual works; whether copyrightable or not, and regardless of the form or manner  in which documented or recorded. “Trademarks” mean any trademarks, trade dress or names, symbols,  special wording or devices used to identify a business or its business activities whether subject to trademark  protection or not. The foregoing is collectively referred to in this Agreement as “Intellectual Property.”  (b) Inventions Assignment. I agree to and do hereby grant and assign to Employer or its nominee my  entire right, title and interest in and to all Inventions that are made, conceived, or reduced to practice by  me, alone or jointly with others, during my employment with Employer (whether during working hours or  not) that either (i) relate to Employer’s business, or actual or demonstrably anticipated research or  development of the Employer, or (ii) involve the use or assistance of any tools, time, material, personnel,  information, or facility of the Employer, or (iii) result from or relate to any work, services, or duties  undertaken by me for the Employer.   (c) Works and Trademarks. I recognize that all Works and Trademarks conceived, created, or  reduced to practice by me, alone or jointly with others, during my employment shall to the fullest extent  permissible by law be considered the Employer’s sole and exclusive property and “works made for hire”  as defined in the U.S. Copyright Laws for purposes of United States law and the law of any other country  adhering to the “works made for hire” or similar notion or doctrine, and will be considered the Employer’s  property from the moment of creation or conception forward for all purposes without the need for any  further action or agreement by Employee or the Employer. If any such Works, Trademarks or portions  thereof shall not be legally qualified as a works made for hire in the United States or elsewhere, or shall  subsequently be held to not be a work made for hire or not the exclusive property of the Employer, I do  hereby assign to Employer all of my rights, title and interest, past, present and future, to such Works or  Trademarks. I will not engage in any unauthorized publication or use of such Company Works or  Trademarks, nor will I use same to compete with or otherwise cause damage to the business interests of the  Employer.  DocuSign Envelope ID: E834C922-1215-4EF4-93D5-85B7EB95CF9C 





 






      - 23 -  Firmwide:144971698.11 090952.1011   (d) Waiver, License and Cooperation Obligation. It is the purpose and intent of this Agreement to  convey to Employer all of the rights (inclusive of moral rights) and interests of every kind, that I may hold  in Inventions, Works, Trademarks and other intellectual property that are covered by Paragraphs 7 (a) – (c)  above (“Company Intellectual Property”), past, present and future; and, Employee waives any right that  Employee may have to assert moral rights or other claims contrary to the foregoing understanding. It is  understood that this means that in addition to the original work product (be it invention, plan, idea, know  how, concept, development, discovery, process, method, or any other legally recognized item that can be  legally owned), the Employer exclusively owns all rights in any and all derivative works, copies,  improvements, patents, registrations, claims, or other embodiments of ownership or control arising or  resulting from an item of assigned Intellectual Property everywhere such may arise throughout the world.  The decision whether or not to commercialize or market any Company Intellectual Property is within the  Employer's sole discretion and for the Employer’s sole benefit and no royalty will be due to Employee as a  result of the Employer's efforts to commercialize or market any such invention. In the event that there is  any Invention, Work, Trademark, or other form of intellectual property that is incorporated into any product  or service of the Employer that Employee retains any ownership of or rights in despite the assignments  created by this Agreement, then Employee does hereby grant to the Employer and its assigns a  nonexclusive, perpetual, irrevocable, fully paid-up, royalty-free, worldwide license to the use and control  of any such item that is so incorporated and any derivatives thereof, including all rights to make, use, sell,  reproduce, display, modify, or distribute the item and its derivatives. All assignments of rights provided for  in this Agreement are understood to be fully completed and immediately effective and enforceable  assignments by Employee of all intellectual property rights in Company Intellectual Property. When  requested to do so by Employer, either during or subsequent to employment with Employer, Employee will  (i) execute all documents requested by Employer to affirm or effect the vesting in Employer of the entire  right, title and interest in and to the Company Intellectual Property at issue, and all patent, trademark, and/or  copyright applications filed or issuing on such property; (ii) execute all documents requested by Employer  for filing and obtaining of patents, trademarks and/or copyrights; and (iii) provide assistance that Employer  reasonably requires to protect its right, title and interest in the Company Intellectual Property, including,  but not limited to, providing declarations and testifying in administrative and legal proceedings with regard  to Company Intellectual Property. Power of Attorney: Employee does hereby irrevocably appoint the  Employer as its agent and attorney in fact to execute any documents and take any action necessary for  applications, registrations, or similar measures needed to secure the issuance of letters patent, copyright or  trademark registration, or other legal establishment of the Employer’s ownership and control rights in  Company Intellectual Property in the event that Employee’s signature or other action is necessary and  cannot be secured due to Employee’s physical or mental incapacity or for any other reason.   (e) Records and Notice Obligations. Employee will make and maintain, and not destroy, notes and  other records related to the conception, creation, discovery, and other development of Company Intellectual  Property. These records shall be considered the exclusive property of the Employer and are covered by  Paragraphs 1 and 3 above. During employment and for a period of one (1) year thereafter, Employee will  promptly disclose to the Employer (without revealing the trade secrets of any third party) any Intellectual  Property that Employee creates, conceives, or contributes to, alone or with others, that involve, result from,  relate to, or may reasonably be anticipated to have some relationship to the line of business the Employer  is engaged in or its actual or demonstrably anticipated research or development activity.   (f) Prior Intellectual Property. Employee will not claim rights in, or control over, any Invention,  Work, or Trademark as something excluded from this Agreement because it was conceived or created prior  to being employed by Employer (a “Prior Work”) unless such item is identified on Appendix B and signed  DocuSign Envelope ID: E834C922-1215-4EF4-93D5-85B7EB95CF9C 





 






      - 24 -  Firmwide:144971698.11 090952.1011   by Employee as of the date of this Agreement. Employee will not incorporate any such Prior Work into any  work or product of the Employer without prior written authorization from the Employer to do so; and, if  such incorporation does occur, Employee grants Employer and its assigns a nonexclusive, perpetual,  irrevocable, fully paid-up, royalty-free, worldwide license to the use and control of any such item that is so  incorporated and any derivatives thereof, including all rights to make, use, sell, reproduce, display, modify,  or distribute the item and its derivatives.  (g)  Notice. To the extent that Employee is a citizen of California and subject to its law, then Employee  is notified that the foregoing assignment shall not include inventions excluded under Cal. Lab. Code § 2870  which provides: “(a) Any provision in an employment agreement which provides that an employee shall  assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to  an invention that the employee developed entirely on his or her own time without using the employer’s  equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) relate  at the time of concept or reduction to practice of the invention to the employer’s business, or actual or  demonstrably anticipated research or development of the employer; or (2) result from any work performed  by the employee for the employer”, and to the extent Employee is a citizen of and subject to the law of  another state which provides a similar limitation on invention assignments then Employee is notified that  the foregoing assignment shall not include inventions excluded under such law (namely, Delaware Code  Title 19 Section 805; Illinois 765ILCS1060/1-3, "Employees Patent Act"; Kansas Statutes Section 44-130;  Minnesota Statutes 13A Section 181.78; North Carolina General Statutes Article 10A, Chapter 66,  Commerce and Business, Section 66-57.1; Utah Code Sections 34-39-l through 34-39-3, "Employment  Inventions Act"; Washington Rev. Code, Title 49 RCW: Labor Regulations, Chapter 49.44.140).  7.  Survival, All Duties and At-Will Status Preserved. Nothing in this Agreement limits or reduces  any common law or statutory duty I owe to the Company, nor does this Agreement limit or eliminate any  remedies available to the Company for a violation of such duties. This Agreement will survive the  expiration or termination of Employee’s employment with the Company and/or any assignee pursuant to  Paragraph 9 and shall, likewise, continue to apply and be valid notwithstanding any change in the  Employee’s duties, responsibilities, position, or title. Nothing in this Agreement modifies the parties’ at- will employment relationship or limits either party’s right to end the employment relationship between  them.  8. Tolling. If Employee fails to comply with a timed restriction in this Agreement, the time period for  that will be extended by one day for each day Employee is found to have violated the restriction, up to a  maximum of twelve (12) months.  9. Assignment. This Agreement, including the restrictions on Employee’s activities set forth herein,  also apply to any parent, subsidiary, affiliate, successor and assign of the Company to which Employee  provides services or about which Employee receives Confidential Information. The Company shall have  the right to assign this Agreement at its sole election without the need for further notice to or consent by  Employee.         DocuSign Envelope ID: E834C922-1215-4EF4-93D5-85B7EB95CF9C 





 






      - 25 -  Firmwide:144971698.11 090952.1011   AGREED:  Executive:  _________________________________  (signature)  __________________________________  (name printed)  Date: _____________________________  For Company:  By:___________________________________  Title:  Chairman of the Board       DocuSign Envelope ID: E834C922-1215-4EF4-93D5-85B7EB95CF9C Fred Eppinger 10/14/2022 





 






      - 26 -  Firmwide:144971698.11 090952.1011   APPENDIX A  Arizona:  If Employee resides in Arizona and is subject to Arizona law, then the following applies to Employee: (a)  Employee’s nondisclosure obligation in Paragraph 2 shall extend for a period of three (3) years after  Employee’s termination as to Confidential Information that does not qualify for protection as a trade secret.  Trade Secret information shall be protected from disclosure as long as the information at issue continues to  qualify as a trade secret; and (b) the restrictions in Paragraph 3 shall be limited to the Territory.    California:  If Employee resides in California, then the following applies to Employee: (a) the no-hire provision in  Paragraph 3(b) shall not apply; (b) Paragraph 3(c)-(d) shall be limited to situations where Employee is  aided in his or her conduct by the use or disclosure of the Company’s trade secrets (as defined by California  law); (c) the noncompetition restrictions in Paragraph 3(e) and (f) shall not apply; (d) the provision in  Paragraph 4 allowing the Company to recover its attorneys’ fees and expenses shall not apply; and (e) the  venue provision in Paragraph 5 shall not apply.    Oklahoma:  For so long as Employee resides in Oklahoma and is subject to Oklahoma law, the noncompetition  restrictions in Paragraph 3(e) and (f) shall not apply.    Oregon:  For so long as Employee resides in Oregon and is subject to Oregon law, the restrictions in Paragraph 3(e)  and (f) shall only apply if Employee: (a) is engaged in administrative, executive or professional work and  performs predominantly intellectual, managerial, or creative tasks, exercises discretion and independent  judgment and earns a salary or is otherwise exempt from Oregon's minimum wage and overtime laws; (b)  the Company has a "protectable interest" (meaning, access to trade secrets or competitively sensitive  confidential business or professional information); and (c) the total amount of the Employee's annual gross  salary and commission, calculated on an annual basis, at the time of the Employee's termination, exceeds  the median family income for a family of four, as determined by the United States Census Bureau. However,  if Employee does not meet requirements of either (a) or (c) (or both), the Company may, on a case-by-case  basis, decide to make Paragraphs 3(e) and (f) enforceable as to Employee (as allowed by Oregon law), but  paying the Employee during the period of time the Employee is restrained from competing the greater of:  (i) compensation equal to at least 50 percent of the Employee’s annual gross base salary and commissions  at the time of the Employee’s termination; or (ii) fifty percent of the median family income for a four- person family, as determined by the United States Census Bureau for the most recent year available at the  time of the Employee’s termination.  DocuSign Envelope ID: E834C922-1215-4EF4-93D5-85B7EB95CF9C 





 






      - 27 -  Firmwide:144971698.11 090952.1011     Wisconsin:  For so long as Employee resides in Wisconsin and is subject to Wisconsin law: (a) Employee’s  nondisclosure obligation in Paragraph 2 shall extend for a period of three (3) years after Employee’s  termination as to Confidential Information that does not qualify for protection as a trade secret. Trade Secret  information shall be protected from disclosure as long as the information at issue continues to qualify as a  trade secret; (b) Paragraph 8 shall not apply; and (c) Paragraph 3(a) and (b) is rewritten as follows: “While  employed and for a period of one (1) year from the date of the termination of Employee’s employment, I  will not participate in soliciting any Covered Employee of the Company that is in a Sensitive Position to  leave the employment of the Company on behalf of (or for the benefit of) a Competing Business nor will I  knowingly assist a Competing Business in efforts to hire a Covered Employee away from the Company.  As used in this paragraph, an employee is a “Covered Employee” if the employee is someone with whom  Employee worked, as to whom Employee had supervisory responsibilities, or regarding which Employee  received Confidential Information during the Look Back Period. An employee in a “Sensitive Position”  refers to an employee of the Company who is in a management, supervisory, sales, research and  development, or similar role where the employee is provided Confidential Information or is involved in  business dealings with the Company’s customers.”     DocuSign Envelope ID: E834C922-1215-4EF4-93D5-85B7EB95CF9C 





 






      - 28 -  Firmwide:144971698.11 090952.1011   APPENDIX B    Statement Regarding Prior Inventions, Works & Trademarks    Employee seeks to exclude his or her Prior Works (Invention, Work, or Trademark) listed below from  assignment to the Employer under Paragraph 7(f) of the attached Agreement (if there are none, write “none”  or leave the section below blank):    _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________ ____________________________________    Employee agrees not to disclose the trade secrets of any third party in describing the Prior Work. If  additional pages are attached to provide a description, this fact and the number of pages attached are  described above.    Executive:    ___________________________ Date: ___________________  (signature)      DocuSign Envelope ID: E834C922-1215-4EF4-93D5-85B7EB95CF9C 10/14/2022