Exhibit 10.24


 



Lucas J. Bailey


 


Fifth Amendment to Executive Employment
Agreement


 


Term. January 1, 2019 - December 31, 2021


 


End of Term. On or after January 1, 2021, Company
may give notice of non-renewal; Term extends for 12 months. After December 31, 2021, Term extends on one-day-at-a-time basis until
notice of non-renewal given; then, Term extends for 12 months. In the event of a Company Sale, Section 4.7, COC Termination, shall
govern.


 


Base Salary. $787,950 per year in 2019; if adjusted
upward at sole discretion of Company, increased amount becomes Base Salary.


 


Bonus. If Company achieves the percentage of
business plan set forth below, Executive receives performance bonus of the corresponding percentage of Base Salary. For 2019 only,
if EBITDA increases, bonus will not be lower than previous year.


 


	% of EBITDA in Business Plan	% of Base Salary
	90%	40%
	95%	52.5%
	100%	65%
	105%	82.5%
	110%	100%
	115%	125%


 


Mafco LTIP. Executive eligible
to participate in the Mafco Worldwide Corporation long-term incentive plan, to the extent put in place.


 


COC Termination. If terminated without “cause”
or by Executive for material breach of this Agreement within 18 months of a Company Sale, Executive receives 24 months severance
paid over time on regularly scheduled pay dates.


 


Benefits. Standard employee benefits; executive
medical; life insurance at 5x Base Salary.


 


Death. Estate gets 60% of
Base Salary for longer of balance of Term or 12 months; if end-of-term provision are in effect, for balance of 12-month period.


 


Disability. After six months, Company can terminate;
Executive gets 60% of Base Salary for balance of Term or 12 months; if end-of-term provisions are in effect, for balance of 12-month
period.


 


Cause. Upon gross neglect, conviction of felony,
conviction of any crime relating to Company property, willful misconduct or material breach by Executive or material prejudice
to Company, Company can terminate without further liability.


 






     


     


    

 



Company Breach. Executive receives Base Salary
and all benefits for longer of balance of term or 12 months.


 


Other Provisions. Protection of confidential
information; non-compete during term; assignment of inventions; payment of relocation expenses to Philadelphia area; Executive
can return to MacAndrews & Forbes Incorporated upon a change of control at a position of Vice President or more senior.


 


This summary page is for convenience
of reference only. It shall not constitute a part of the Agreement.


 






     


     


    

 



Fifth Amendment to


Executive Employment Agreement


 


FIFTH AMENDMENT, dated as of December
19, 2019 and effective as of January 1, 2019 (this “Fifth Amendment”), to the Executive Employment Agreement and
Assignment dated as of January 1, 2014, the First Amendment to the Executive Employment Agreement dated as of May 13, 2015,
the Second Amendment to the Executive Employment Agreement dated as of February 11, 2017, and the Fourth Amendment to the
Executive Employment Agreement dated as of May 8, 2018 (collectively, the “Agreement”) between Mafco Worldwide
Corporation, a Delaware corporation (the “Company”), and Lucas Bailey (the “Executive”).


 


WHEREAS, the parties desire to further amend the Agreement;


 


NOW, THEREFORE, the Company and the Executive hereby agree as
follows:


 


1.                 
Amendment to Section 2.1. Section 2.1 of the Agreement entitled “The Term” is hereby struck in its entirety
and replaced with the following:


 


“2.1 The Term. The term of the
Executive's employment under this Agreement (the “Term”) shall commence on January 1, 2019 and shall end on December
31, 2021, or such later date to which the Term is extended pursuant to Section 2.2.“


 


2.                 
Amendment to Section 2.2. Section 2.2 of the Agreement entitled “End-of-Term Provisions” is hereby struck
in its entirety and replaced with the following:


 


“2.2 End-of-Term Provisions.
At any time on or after January 1, 2021, the Company shall have the right to give written notice of non-renewal of the Term. In
the event the Company gives such notice of non-renewal, the Term automatically shall be extended so that it end twelve months
after the last day of the month in which the Company gives such notice. From and after December 31, 2021, unless and until the
Company gives written notice of non-renewal as provided in this Section 2.2, the Term automatically shall be extended day-by-day;
upon the giving of such notice by the Company, the Term automatically shall be extended so that it ends twelve months after the
last day of the month in which the Company gives such notice. For the avoidance of doubt, in the event of a COC Termination (as
defined in Section 4.7), Section 4.7 shall govern and this Section 2.2 shall not apply.“


 


3.                 
Amendment to Section 3.1. Section 3.1 of the Agreement entitled “Salary“ is hereby struck in its entirety
and replaced with the following:


 


“3.1 Salary. As compensation
for all services to be rendered pursuant to this Agreement, the Company agrees to pay the Executive during the Term a base salary,
payable semi-monthly in arrears, at the annual rate of not less than $787,950, less such deductions or amounts to be withheld
as required by applicable law and regulations (the “Base Salary”). In the event that the Company, in its sole discretion,
from time to time determines to increase the Base Salary, such increased amount shall, from and after the effective date of the
increase, constitute “Base Salary” for purposes of this Agreement.”


 






     


     


    

 



4.                 
Addition of Section 4.7. A new Section 4.7 is hereby added to the Agreement as follows:


 


“4.7 Change of Control Termination.
In the event of termination by the Company without “cause,” excluding death or disability , or by Executive for the
Company's breach of any material provision of the Agreement, in any case at or during the first 18 months following a Company
Sale, as defined at Paragraph 2(a) of Executive's Sale Bonus document between the Company and Executive dated on or about September
17, 2019 (a “COC Termination”), the Executive shall be entitled to severance equal to two (2) time the sum of the
Executive's annual Base Salary payable in twenty-four (24) installments on the Company's next regularly scheduled pay date commencing
no later than thirty (30) days following the complete execution and delivery of a mutually agreeable release agreement between
the Executive and the Company in a form substantially similar to that attached hereto as Exhibit A. For the avoidance of doubt,
the severance payment in the event of a COC Termination shall not be reduced by any remuneration Bailey may receive from any entity
that thereafter employs him following termination of his employment with the Company.”


 


5.                 
Amendment to Section 3.2. Section 3.2 of the Agreement entitled “Bonus” is hereby struck in its entirety
and replaced with the following:


 


“3.2 Bonus. In addition to the amounts to be paid
to the Executive pursuant to Section 3.1, the Executive will be eligible to receive a bonus with respect to each calendar year
included within the Term computed in accordance with the provisions of the next succeeding sentence (the “Bonus”). If,
with respect to any calendar year, the Company achieves EBITDA of at least the percentage set forth in the table below of its Board-approved
business plan for such year, such table below of Base Salary with respect to the year for which the bonus (any such bonus, a “performance
bonus”) was earned:


 


	% of EBITDA in Business Plan	% of Base Salary
	90%	40%
	95%	52.5%
	100%	65%
	105%	82.5%
	110%	100%
	115%	125%”


 






     


     


    

 



The Bonus, if earned, shall be paid no later than the
fifteenth day of the third month next following the year with respect to which the bonus was earned. The Executive shall be
entitled to receive any earned Bonus under this Section 3.2 so long as the Executive was employed by the Company on the last
day of the fiscal year with respect to which such Bonus was earned. For 2019 only, if EBITDA increases, the Bonus shall not
be lower than the previous year's bonus.


 


6.               
Representation. Flavors Holdings Inc. and its subsidiaries represent less than one-third of the gross assets of
MacAndrews & Forbes Incorporated's Federal consolidated group of entities.


 


7.               
Excise Tax; Best Payments Determination,


 


		a.	         Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined
that any payment, benefit, vesting or distribution to or for the benefit of the Employee (whether paid or payable or distributed
or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment“) would but for this Section 7 be
subject to the excise tax imposed by §4999 of the Code, or any comparable successor provisions (the “Excise Tax“),
then the Payments shall be either be (1) provided to Employee in full, or (ii) provided to Employee as to such lesser extent which
would result in no portion of such Payments being subject to the Excise Tax, whichever of the foregoing amounts, when taking into
account applicable income and employment taxes, the Excise Tax, and any other applicable taxes, results in the receipt by Employee
on an after-tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of such Payments may be subject
to the Excise Tax. Any determination required under this Section 7 shall be made in writing in good faith by the Company's independent
certified public accountants in accordance with the principles of §280G of the Code. In the event of a reduction of Payments
hereunder, the Payments shall be reduced as follows: (i) first from cash payments which are included in full as parachute payments,
(ii) second from equity awards which are included in full as parachute payments, (iii) third from cash payments which are partially
included as parachute payments and (iv) from equity awards that are partially included as parachute payments, in each instance
provided that §409A is complied with and the Payments to be made later in time are to be reduced before Payments to be made
sooner in time. For purposes of making the calculations required by this Section 7, the Accounting Firm may make reasonable assumptions
and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application
of the Code, and other applicable legal authority. The Company and Employee shall furnish to the Accounting Firm such information
and documents as the Accounting Firm may reasonably request in order to make a determination under this Section 7. All fees and
expenses of the Accounting Firm shall be borne solely by the Company.



 






     


     


    

 



		b.	         If, notwithstanding any reduction described in this Section 7, the Internal Revenue Service (the “IRS“) determines
that Employee is liable for the Excise Tax as a result of the receipt of the Payments as described above, then Employee shall be
obligated to pay back to the Company, within thirty (30) days after a final IRS determination or in the event that Employee challenges
the final IRS determination, a final judicial determination, a portion of the Payments equal to the “Repayment Amount.”
The Repayment Amount with respect to the Payments shall be the smallest such amount, if any, as shall be required to be paid to
the Company so that Employee's net after-tax proceeds with respect to the Payments (after taking into account the payment of the
Excise Tax and all other applicable taxes imposed on such payment) shall be maximized. The Repayment Amount with respect to the
Payments shall be zero if a Repayment Amount of more than zero would not result in Employee's net after-tax proceeds with respect
to the Payments being maximized. If the Excise Tax is not eliminated pursuant to this paragraph, Employee shall pay the Excise
Tax.
	 	 	 
		c.	         Notwithstanding any other provision of this Section 7, if (i) there is a reduction in the Payments as described in this Section
7, (ii) the IRS later determines that Employee is liable for the Excise Tax, the payment of which would result in the maximization
of Employee's net after-tax proceeds (calculated as if Employee's Payments had not previously been reduced), and (iii) Employee
pays the Excise Tax, then the Company shall pay to Employee those Payments which were reduced pursuant to this subsection as soon
as administratively possible after Employee pays the Excise Tax so that Employee's net after-tax proceeds with respect to the Payments
are maximized.



 


8.                 No
Other Change. Except as set forth herein, there are no other changes to the Agreement, which, as amended hereby, remains in
full force and effect.


 


IN WITNESS WHEREOF,
the parties have executed this Second Amendment as of the date first above written.


 


	MAFCO WORLDWIDE
    CORPORATION	 	LUCAS JAMES
    BAILEY
	 	 	 
	 	 	 
	By:  	                	 	
	 	 	 
	Paul G. Savas, Director	 	 


 






     


     


    

 



Exhibit A


 


DRAFT SEPARATION AGREEMENT AND RELEASE



 


AGREEMENT AND RELEASE,
dated as of [DATE] (“this Agreement”), between and among Lucas James Bailey, an individual residing in the
State of New Jersey (“Bailey”), and [INSERT COMPANY NAME], a [STATE] corporation (the “Company”),
Bailey and the Company being referred to, collectively, as the “Parties”.


 


WHEREAS, Bailey was employed by the Company beginning [DATE];
and


 


WHEREAS, Bailey's
employment with the Company shall terminate on [DATE]. (the “Separation Date”); and


 


NOW, THEREFORE, in
consideration of and reliance on the mutual promises, terms and conditions set forth herein, and for other good and valuable consideration,
the sufficiency of which is hereby acknowledged by each of the Parties, the Parties hereby agree as follows:


 


	1.	Payment to Bailey



 


a.            
The Company will provide severance pay in the amount of $[AMOUNT] less all applicable federal, state and local withholding
taxes. Payment will be made to Bailey in twenty-four (24) installments on the Company's next regularly scheduled pay date commencing
no later than thirty (30) days following the complete execution and delivery of this Agreement and in the event this Agreement
is not revoked pursuant to Paragraph 11(b) below. The payments will be made by check and sent to Bailey at the address listed
in Paragraph 13(i). For the avoidance of doubt, the severance payment shall not be reduced by any remuneration Bailey may receive
from any entity that thereafter employs him following termination of his employment with the Company.


 


b.            
If Bailey dies before the Company pays all amounts due him under Paragraph 1.a. above, the remaining amounts will be paid
to his surviving spouse or, if he has no surviving spouse, to his estate.


 


c.            
All of Bailey's benefits ceased on the Separation Date, with the exception of his health benefits, which shall terminate
on [DATE]. After [DATE], Bailey and his eligible dependents. if any, may elect under New York State law and the Consolidated Omnibus
Budget Reconciliation Act of 1986, as amended, (“COBRA“), to continue group health and dental insurance coverage
subject to the terms of the group health and dental insurance plans and applicable law (“Continuation Coverage”).
If Bailey executes this Agreement and elects Continuation Coverage, the Company shall pay directly to the insurance company Bailey's
health and dental premiums for the period commencing on [DATE], and ending on the earliest of such time as Bailey (i) is no longer
eligible for COBRA coverage pursuant to the terms of the applicable plan, (ii) becomes eligible to participate in another employer's
group health plan, or (iii) is no longer eligible pursuant to the terms of this Agreement. Thereafter, the Company shall have
no obligation with respect to Bailey's health and dental insurance coverage. Bailey agrees to immediately notify the Company,
in writing to [Insert NAME or his/her designee], when Bailey


becomes eligible to participate in another employer's group
health and dental plans.


 






     


     


    

 



	2.	Release of the Company



 


a.              
In consideration of the payments and benefits described in Paragraph 1 above, the sufficiency of which is hereby acknowledged,
except as otherwise expressly set forth in this Agreement, Bailey, on behalf of himself and his heirs, executors, administrators,
successors and assigns, voluntarily, knowingly, and willingly unconditionally releases and forever discharges the Company, its
parents, subsidiaries and affiliates, the Company's benefit plans, programs and arrangements, and their administrators, functionaries
and fiduciaries, together with all of the foregoing persons' or entities' present or former officers, directors, partners, shareholders,
employees, and agents, Ronald Perelman, his family and associates, and each of the foregoing persons' or entities' predecessors,
successors, and assigns, family members of the aforementioned people, and any other person with whom Bailey has come in contact
solely as a result of his employment with the Company (collectively, “Related Persons”), from any and all charges,
complaints, claims (including claims for attorneys' fees and costs), promises, agreements, controversies, causes of action and
demands of any nature whatsoever, known or unknown, suspected or unsuspected, which against them Bailey or Bailey's heir, executors,
administrators, successors or assigns ever had, now have, or hereafter can, shall, or may have by reason of any matter whatsoever
arising from the beginning of time to the time this Agreement is executed by Bailey related to or arising out of his employment,
and the termination thereof, by any of the Related Persons. This release includes, but is not limited to, any rights or claims
relating in any way to Bailey's employment relationship with the Company, or the separation therefrom, any rights or claims relating
to or arising under any statute or regulation, including Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991,
the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, the Employee Retirement Income
Security Act, the Equal Pay Act of 1963, 42 U.S.C. Section 1981, the Family and Medical Leave Act, each as amended, the New York
State Human Rights Law, the New York City Human Rights Law, or any other federal, state or local law, regulation, ordinance or
common law, or under any policy, agreement, understanding, or promise, written or oral, formal or informal, between the Company
and Bailey.


 


b.             
Bailey acknowledges his understanding that by signing
this Agreement he is giving up any right to become, and he is promising not to consent to become, a member of any class in a case
in which claims are asserted against the Company or any Related Person that are related in any way to Bailey's employment with
or termination of employment from the Company, and that involve events that occurred on or before the date he signed this Agreement.
If, without his prior knowledge and consent, Bailey is made a member of a class in any such proceeding, he will opt out of the
class at the first opportunity afforded to him after learning of his inclusion. In this regard, Bailey will execute, without objection
or delay, an “opt-out” form presented to him either by the court in which such proceeding is pending or by counsel for
the Company or any Related Person who is made a defendant in any such proceeding.


 


c.              
The foregoing Release does not preclude Bailey from bringing an action to enforce (i) Bailey's right to receive any earned
but unpaid salary, vacation pay or bonus payment, long term incentive payment, and expense reimbursement under the Employment
Agreement dated as of .January 1, 2014, between MacAndrews & Forbes Holdings, Inc. (predecessor in interest to the Company)
and Bailey, as the same has been amended, modified or supplanted (the “Employment Agreement”), including, without
limitation, under (x) the Fourth Amendment, and (y) Sections 2.2, 3.2 and 4.7 of the Fifth Amendment, to the Employment Agreement,'
each in accordance with the terms and conditions set forth therein, or (ii) any health insurance benefits or continuation of benefits
to which he may be entitled under any group health insurance plan or any other benefit plan of the Company or COBRA, (iii) his
rights, if any, to indemnification and contribution in respect of claims asserted by third parties against him or the Company,
or (iv) his rights to acquire ownership of the life insurance policy on his life contemplated by Appendix I to the Employment
Agreement.







 






     


     


    

 



	3.	Covenant Not to Sue



 


a.              
Bailey covenants not to bring any claims released in Paragraph 2.a. above before any court, arbitrator or other tribunal
in any jurisdiction, whether as a claim, cross-claim or counterclaim. The Company, or any of the Related Persons, may plead this
Agreement as a complete bar to any released claim brought in derogation of this covenant not to sue. This provision does not, however,
preclude Bailey from bringing an action to enforce the terms of this Agreement.


 


b.             
By signing this Agreement, Bailey represents that he has not commenced any action or proceeding arising out of the matters
released hereby; that he has not assigned to any person or entity any claims related to his employment with the Company or covered
by this Agreement, and that he will not do so in the future; and that he will not seek or be entitled to any personal recovery
in any action or proceeding that may be commenced on his behalf. If any legal action covered by this Agreement presently exists
or is started by Bailey, or by someone else on Bailey's behalf, against the Company or any of the Related Persons, Bailey agrees
promptly to withdraw such action, and all claims asserted therein, with prejudice.


 


	4.	Acknowledgement of Receipt of Compensation and of Repayment



 


a.              
Bailey affirms that he has been paid or has received all compensation, wages, reimbursable expenses, leave and benefits
due to him by the Company other than as expressly contemplated by this Agreement. Except as expressly set forth herein, Bailey
waives any right or claim he may have to severance or separation pay, bonuses or any other benefits, other than any pension benefits,
which he has already accrued up through the date upon which his employment with the Company concluded. Bailey affirms that he has
been granted any leave, if applicable, to which he was entitled under the Family and Medical Leave Act or related state or local
leave or disability accommodation laws.


 


b.               Bailey
further represents that prior to receiving any of the payments and benefits provided by Paragraph 1 he has repaid the Company
or Related Persons any money advanced to him by the Company or Related Persons by way of any advance account. Additionally,
Bailey represents that he has not used any Company sponsored or provided accounts, including credit cards, to incur any
expenses for products or services that are for his personal benefit or for any other non-business purpose.


 


 



 


1 NTD: if, and then only to the extent that amounts
prescribed by any of these provisions are included in the amount prescribed by Paragraph I, the references to these provisions
in Paragraph 2(c) shall be deleted.


 


	5.	Return and Nondisclosure of Company Information and Other Materials/Property



 


“Company Information”
as used in this Agreement means all (i) confidential, personal, or private information of the Company or any of its Related Persons,
including without limitation any notes, documents, correspondence, memoranda, diaries, or audio or video tapes and recordings
concerning or related to the Company or any Related Persons and/or information received from third parties under confidential
conditions, and (ii) other technical, business, personal, or financial information or data, formulas, computer programs, devices,
methods, techniques, processes, personnel data, customer specific information, confidential customer lists, production and sales
information, supplier specific information, cost information, marketing plans and strategies, or other data or information that
constitutes a trade secret belonging or relating to the Company or that is otherwise treated as being confidential by the Company.


 


a.               
Bailey represents that prior to receiving any of the payments and benefits provided by Paragraph 1, he has returned or will
immediately return to the Company all Company Information (as defined above), including all photocopies, extracts and summaries
thereof, and any such information stored electronically on tapes, computer hard-drives, diskettes, CD-ROMs, DVDs, handheld devices,
or otherwise, without limitation, mailing lists, reports, files, memoranda, records and software; and that he has returned all
company property, including identification cards, credit cards, door and file keys and access cards, computer access codes or disks
and instructional manuals, cell phone, Blackberry, office equipment, and other physical or personal property, work product, correspondence,
and reports which he received or prepared or helped prepare in connection with his employment with the Company, and he will not
retain any copies, duplicates, reproductions, or excerpts thereof. Notwithstanding the foregoing provisions of this Agreement to
the contrary, the Company will allow Bailey to retain his Company issued laptop computer after the Company has first examined and
erased all Company Confidential Information therein.


 


b.               
Prior to or upon delivery of this Agreement by him, Bailey shall turn over to the Company all audio or visual tapes and
recordings, transcriptions, notes, documents, correspondence, memoranda, diaries, or other documents, both originals and all copies
duplicates, reproductions or excerpts thereof, whether or not deemed Company Information, in his possession, or in the possession
of his attorneys, representatives, agents, or any other person or entity, relating to, concerning or involving his employment at
the Company, including but not limited to any such tapes, recordings and transcriptions of conversations, statements or discussions
by or among personnel of the Company.


 


c.                Bailey
agrees that he will not, without first obtaining the Company’s written permission, at any time (i) disclose any
Company Information to anyone; or (ii) use any Company Information for his own benefit or for the benefit of any other
person, firm, operation or entity unrelated to the Company. Bailey further agrees that he will not, without first obtaining
the Company’s written permission, at any time (i) disclose the existence or contents of any of the materials referred to and
described in Paragraph 5.c. above to anyone; or (ii) use (or seek to use) the contents of such materials for his own
benefit or for the benefit of any other person. firm. operation or entity unrelated to the Company.


 






     


     


    

 



	6.	Confidentiality



 


a.              
Bailey acknowledges that, in the course of his employment with the Company, he had access to personal and/or confidential
information regarding the business and personal affairs of Ronald Perelman, his family, friends, business associates, and other
Related Persons. Bailey agrees that, for all times hereafter, absent the express written consent of Ronald Perelman or his designee,
he will not divulge or make any other unauthorized use, directly or indirectly, or otherwise disclose, communicate, or make known
to any other entity or person, any personal, business, or confidential information acquired by him concerning the Company, Ronald
Perelman, other Related Persons, or persons associated with the aforementioned with whom Bailey had been associated solely as
a result of his employment, and any persons to whom he had been assigned to work or their respective family members, including,
but not limited, to any information regarding discussions related to any of the foregoing.


 


b.             
Bailey further agrees that he will not make, write, publish, produce, or in any way participate directly or indirectly
in placing into the public domain any statement, opinion, or information with respect to the Company, Ronald Perelman, or any
other Related Persons, except in each case information that is expressly required to be disclosed by court order, subpoena, or
other governmental, legal or regulatory process. However, in no instance will Bailey provide any personal, Company Information,
or confidential information either by testifying or providing an affidavit in the absence of compulsory, governmental, legal or
regulatory process. The foregoing prohibitions shall include, without limitation, directly or indirectly publishing (or causing,
participating in, assisting or providing any statement, opinion or information in connection with the publication of) any diary,
memoir, letter, story, photograph, interview, article, essay, account, or description (whether fictionalized or not) concerning
any of the foregoing, publication being deemed to include any presentation or reproduction of any written, verbal, visual, electronic,
or digital material in any communication medium, including, but not limited to, any book, magazine, newspaper, theatrical product,
or movie, television or radio programming or commercial, or any Internet publication or discussion group. In addition to any and
all other remedies available to the Company or the persons or entities identified above for any violation of this Agreement, Bailey
agrees to immediately remit and disgorge to the Company any and all payments or other consideration paid or payable to him in
connection with or as a result of engaging in any of the above acts, as well as all monies paid to him under this Agreement, plus
interest together with the reasonable attorneys' fees and costs incurred by the Company or the persons or entities identified
above for enforcing the terms of this provision.


 


c.              
Bailey agrees that, in the event he receives any request for Company Information, whether by court order, subpoena or other
judicial or administrative process or otherwise, prior to responding to such request, if legally permissible, he will promptly
notify [INSERT NAME] of the Company, at [PHONE NUMBER], or [NAME’s] designee, at least twenty (20) days in advance of the date
designated for the production or furnishing of such materials, or as far in advance of such date as circumstances permit if notification
within a twenty-day period is not possible. Bailey further agrees to cooperate, at no cost or expense to him, with any efforts
by or on behalf of the Company, including permitting the Company to participate with counsel of its choice, to modify, limit,
quash or take other appropriate action in connection with any such subpoena, discovery demand, legal process, or other request
for Company Information. The provision also applies to any request of Bailey, whether by court order, subpoena or other judicial
or administrative process or otherwise, for this Agreement.


 






     


     


    

 



d.              Bailey
agrees that, in the event he is approached by anyone requesting any Company Information about the Company and/or Related Persons,
he will not divulge any such information and will immediately contact [INSERT NAME] of the Company, at [PHONE NUMBER], or [NAME's]
designee, to report such contact and take all steps directed by [INSERT NAME] or his/her designee to prevent disclosure of any
such information.


 


e.              
Bailey acknowledges that on [DATE] he signed a confidentiality agreement in connection with his employment with the Company
(the “Confidentiality Agreement”), a copy of which is attached hereto as Exhibit A, and that he entered
into that Confidentiality Agreement voluntarily and with full knowledge and understanding of its terms. Bailey agrees and acknowledges
that the Confidentiality Agreement and the obligations set forth therein shall remain in full force and effect at all times following
his departure from the Company, that he will abide by its terms, and that nothing in this Agreement shall relieve Bailey of his
obligations under the Confidentiality Agreement.


 


f.              
Notwithstanding any of the provisions of this Agreement or the Confidentiality Agreement, Bailey is hereby advised and understands
that in accordance with 18 U.S.C. § 1833(b), an individual may not be held criminally or civilly liable under any federal
or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or
indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; and/or (ii) in
a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual
suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or
her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret
is filed under seal and the individual does not disclose the trade secret except pursuant to court order.


 


g.             
Bailey agrees that neither he nor any agent acting on his behalf will contact any employee of the Company, by telephone
or otherwise, to discuss any subject or matter relating to Company Information or the Company’s business, including personnel issues,
policies, or actions, except that Bailey or his counsel may contact Emily Hatch regarding matters related to his employment and
the termination thereof. Bailey also agrees that neither he nor any agent acting on his behalf will contact Ronald Perelman, his
children, or other family members (in person, by telephone, or otherwise).


 


h.             
Bailey agrees to keep this Agreement, its terms and the substance of all negotiations relating to this Agreement and its
execution confidential, except as may be required to enforce the Agreement or to obtain legal or tax advice. In the event that
this Agreement or its terms are disclosed to Bailey’s legal or tax advisors, Bailey will ensure that his advisors shall not disclose
this Agreement or its terms to anyone. Any request for a reference or confirmation of employment should be directed to Emily Hatch.
In response to such a request, and in accordance with company policy, [INSERT NAME] or his/her designee will confirm Bailey’s
dates of employment and position and, if requested by Bailey, the salary Bailey was paid.


 






     


     


    

 



i.                Notwithstanding
any other provision of this Agreement or the Confidentiality Agreement to the contrary, the term Confidential Information will
not, however, include information which (i) is or becomes publicly available other than as a result of a disclosure by Bailey in
violation of this Agreement or the Confidentiality Agreement, (ii) is now or becomes available to Bailey on a non-confidential
basis from a source (other than the Company or a Related Person) not known by Bailey to be prohibited from disclosing such information
to him by a legal, contractual or fiduciary obligation, or (iii) which Bailey can demonstrate has been independently acquired or
developed by him without violation of the agreements contained in this Agreement of the Confidentiality Agreement.


 


	7.	Injunctive/Equitable Relief



 


a.               Bailey
understands and agrees that any violation of Paragraphs 5 or 6 of this Agreement will result in irreparable loss and harm to the
Company and/or Related Persons that cannot reasonably or adequately be compensated by monetary damages in an action at law and,
accordingly, that the Company and/or Related Persons will be entitled to seek injunctive relief, specific performance and other
equitable relief to prevent or cure any breach or threatened breach thereof, without the necessity of posting any bond or security
or proving the inadequacy of money damages; however, the remedies provided for in this paragraph are cumulative and in addition
to other rights and remedies the Company may have, and no action for such equitable relief shall be deemed to waive the Company's
right to recover damages in an action at law. Additionally, Bailey understands and agrees that if he breaches any of the foregoing
provisions contained in Paragraphs 5 or 6, he will be obligated to repay with interest the payment made to him pursuant to Paragraph
1 of this Agreement, and that the release contained in Paragraph 2 and the covenant not to sue contained in Paragraph 3 will remain
in full force and effect.


 


	8.	No Solicitation of Company Employees



 


Bailey agrees that
he will not at any time entice, encourage, persuade, or solicit (or attempt to entice, encourage, persuade, or solicit) any employees
of the Company either to terminate employment with the Company or to become employed as an employee or independent contractor by
him or by any business that he may become employed by or affiliated with in any way subsequent to his employment by the Company.


 


	9.	Cooperation With the Company



 


Bailey agrees to
cooperate with the Company in all investigations, litigation and arbitrations of any kind, to assist and cooperate in the
preparation and review of documents and in meetings with the Company’s attorneys, and to provide truthful testimony as a
witness or a declarant in connection with any present or future court, administrative agency, or arbitration proceeding
involving the Company and with respect to which Bailey has relevant information. The Company will reimburse Bailey, upon
production of appropriate receipts and in accordance with its policies, reasonable business expenses (including coach air
transportation, hotel, and similar expenses) incurred by Bailey in connection with such assistance. All receipts for such
expenses must be presented for reimbursement within 45 days after the expenses are incurred in providing such assistance.


 






     


     


    

 


	10.	Non-Disparagement



 


Bailey agrees that
he will not at any time make any verbal or written statement, whether in public or in private, that disparages in any way the Company's
integrity, business reputation, or performance, or disparages any of the Company’s directors, officers, or employees or any of
the Related Persons. The Company, and each of its affiliates, agree to cause the Chairman, President, Chief Executive Officer,
Chief Financial Officer, or similarly situated positions as applicable, of each such entity to not at any time make any verbal
or written statement, whether in public or in private, that disparages in any way Bailey’s integrity, business reputation, or performance,
or disparages Bailey. It shall not, however, be a violation of this paragraph for Bailey to make truthful statements (i) when required
to do so by a court of law or arbitrator, by any governmental agency having supervisory authority over the Company's business or
by any administrative or legislative body (including a committee thereof) with actual or apparent jurisdiction to order Bailey
to divulge, disclose or make accessible such information; or (ii) to the extent necessary with respect to any litigation, arbitration
or mediation involving this Agreement, including, but not limited to, enforcement of this Agreement.


 


	11.	Rights of Consultation and Review



 


a.              The
Company advises Bailey to consult with an attorney of his choosing prior to signing this Agreement. Bailey understands and agrees
that he has the right and has been given the opportunity to review this Agreement and, specifically, the release in Paragraph 2,
with an attorney of his choice, and he acknowledges that he has done so. Bailey also understands and agrees that the Company is
under no obligation to offer him the payment set forth in Paragraph 1, that he is under no obligation to consent to the release
set forth in Paragraph 2 or the covenant not to sue set forth in Paragraph 3, and that he has entered into this Agreement freely
and voluntarily.


 


The Parties acknowledge that Bailey has twenty-one (21) calendar
days to consider the terms of this Agreement, although he may sign it sooner if he wishes. The Parties further acknowledge that
once Bailey has signed this Agreement, he has seven (7) additional days from the date he signed it to revoke his consent by delivering
(by hand or overnight courier) written notice of revocation to Emily Hatch, MacAndrews & Forbes Incorporated, 35 East 62nd
Street, New York, NY 10065. This Agreement will not become effective until the eighth (8th) day after Bailey has signed and returned
it, assuming that Bailey has not revoked his consent to it during such time. Any such revocation must be made in a signed letter
executed by Bailey and received by the Company at its principal address no later than 5:00 p.m. local time on the seventh (7th)
day after Bailey has executed this Agreement. Bailey understands that, if he revokes this Agreement, this Agreement and his eligibility
to receive any payment and/or benefit under it will not be effective or enforceable. Bailey understands and agrees that his entitlement
to receive the payment and benefits set forth in Paragraph 1 of this Agreement are conditioned on his execution and non-revocation
of this Agreement and the fulfillment of his promises set forth herein.


 






     


     


    

 


	12.	No Admission of Liability



 


a.                  
The Company’s offer to Bailey of this Agreement and its execution by the Company and Bailey, the payment set forth herein
and the other terms of this Agreement are not intended as, and shall not be construed as, any admission, acknowledgement or concession
of: (i) liability, wrongdoing or improper conduct by the Company or any of the Related Persons, or by Bailey; or (ii) the merit
of any claim or contention asserted by Bailey against the Company or any of the Related Persons, or by the Company or any Related
Person against Bailey.


 


b.                  
Neither this Agreement, nor any term or provision hereof, shall be construed to affect any position of the Company in any
other litigation, dispute or proceeding. This Agreement, and its terms and provisions, shall be without prejudice to, and may not
be used against, the Company in any other litigation, dispute or proceeding.


 


	13.	Miscellaneous



 


a.             
Complete and current Agreement. This Agreement constitutes the full, complete and final understanding of each of
the Parties with respect to the subject matter contained herein; constitutes the full, complete and final terms and provisions
on which they have agreed; and fully supersedes any prior agreements between the Parties with respect to the subject matter contained
herein, except for the Confidentiality Agreement which is attached hereto as Exhibit A and which remains in full force
and effect pursuant to its terms. None of the Parties has made any representations, warranties or promises other than those expressly
set forth in this Agreement.


 


b.             
Binding effect. This Agreement shall be binding upon and shall inure to the benefit of each of the Parties and their
respective heirs, distributees, executors, administrators, legal representatives, successors and assigns.


 


c.             
Representations and warranties. The Company represents and warrants that (i) the execution, delivery and performance
of this Agreement has been fully and validly authorized by all necessary corporate action (including, without limitation, by any
action required to be taken by the board of directors of the Company); (ii) the officer signing this Agreement on behalf of the
Company is duly authorized to do so; and (iii) the execution, delivery and performance of this Agreement does not violate any
applicable law, regulation, order, judgment or decree or any agreement, plan or corporate governance document to which the Company
or any affiliate is a party or by which it is bound.


 


d.             
Indemnification. The Company will indemnify Bailey, to the maximum extent permitted by applicable law, against all
costs, charges and expenses incurred or sustained by Bailey in connection with any action, suit or proceeding to which Bailey
may be made a party by reason of him having served as an officer, director or employee of the Company or any subsidiary, affiliate,
predecessor or successor of the Company. Bailey shall be covered under any D&O insurance maintained by the Company on behalf
of its directors and officers.


 


e.              
Governing law and exclusive jurisdiction for disputes. This Agreement shall be construed under, governed by, and
enforced in accordance with the laws of the State of New York, applied without regard to choice-of-law rules. Each of the Parties
agrees that the Supreme Court of the State of New York, County of New York, or in the event that federal court subject matter
exists, the United States District Court for the Southern District of New York, shall have sole and exclusive jurisdiction and
venue for bringing any legal action or proceedings involving the enforcement of this Agreement or the adjudication of any dispute
over its terms and conditions. Each of the Parties consents to such exclusive jurisdiction and venue in these New York courts
for the foregoing purposes and waives any objection or defense to such jurisdiction or venue on the grounds that these New York
courts are an inconvenient forum.


 






     


     


    

 


f.               Legal
Representation and drafting. Each of the Parties acknowledge and agree that each was represented by counsel of its and his
choosing throughout the negotiation of this Agreement; that each of the Parties is entering into this Agreement freely and knowingly;
and that the provisions of this Agreement reflect the joint draftsmanship of counsel for the Parties.


 


g.              
Modification and waiver. No modification, amendment, change or waiver of this Agreement, in whole or in part, shall
be binding or enforceable unless reduced to writing and signed and acknowledged by each of Parties.


 


h.             
Severability. In the event that any one or more of the provisions of this Agreement shall be held to be invalid,
illegal or unenforceable, the validity, legality and enforceability of the remainder of the Agreement shall not in any way be
affected or impaired thereby. Moreover, if any one or more of the provisions contained in this Agreement is held to be excessively
broad as to duration, activity or subject, such provisions shall be construed by limiting and reducing them so as to be enforceable
to the maximum extent compatible with applicable law.


 


i.               
No reliance on the Company. Bailey represents and acknowledges that in considering and reviewing this Agreement,
he has not relied upon any representation or statement by the Company or its officers, employees or agents regarding the subject
matter or effect of this Agreement other than those expressly set forth in this Agreement.


 


j.              
Notice. Any notice, request or similar communication with respect to this Agreement shall be transmitted in writing, by
e-mail and first-class mail, to the Parties through their respective representatives as follows:


 






     


     


    

 


To
Bailey:


 


Mr. Lucas J. Bailey


1308 Prospect Farm Drive


Yardley, PA 19067


lucasjamesbailcy@yahoo.com


 


To the Company:


 


[INSERT NAME & CONTACT INFORMATION]


 


k.             Exhibit.
The Exhibit referred to and attached to this Agreement is an integral part of Bailey’s understandings and obligations, and shall
be deemed in all respects to be part of this Agreement.


 


1.             Section
409A. This Agreement is intended to comply with the requirements of Internal Revenue Section 409A of the Code of 1986, as
amended (the “Code”), and, specifically, with the separation pay exemption and short-term deferral exemption
of Section 409A, and will in all respects be administered in accordance with Section 409A. In no event may Bailey, directly or
indirectly, designate the calendar year of a payment. All reimbursements and in-kind benefits provided under this Agreement will
be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement
that (i) any reimbursement will be for expenses incurred during the Bailey’s lifetime (or during a shorter period of time
specified in this Agreement), (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar
year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii)
the reimbursement of an eligible expense will be made in accordance with Section 3.4 of the Employment Agreement, but no later
than on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to
reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.


 


m.             
Counterparts. This Agreement may be executed and delivered in two or more counterparts, each of which shall be deemed
an original, but all of which, together, shall constitute one and the same instrument. The signature page from any counterpart
may be attached to another counterpart to form a complete copy of this Agreement. Each Party agrees that faxed or electronically
transmitted copies of the signature page of this Agreement shall be deemed definitively executed and delivered, and with the same
force and effect as if manually signed and delivered, for all purposes whatsoever. Neither Party shall raise the use of electronic
mail or a facsimile machine to deliver a signature or the fact that any signature was transmitted or communicated through the
use of electronic mail or a facsimile machine as a defense to the formation of a contract and each party forever waives any such
defense.


 


n.             
Paragraph and section headings. Paragraph and section and headings in this Agreement are included for convenience
of reference only and shall not be a part of this Agreement for any other purpose.


 


o.              
Execution. This Agreement is not effective or binding on either of the Parties until signed by both Parties.


 






     


     


    

 


IN WITNESS WHEREOF, and intending to be
legally bound by this Agreement, the Parties have duly executed this Agreement as of the date first written above.


 


	[COMPANY NAME]	 	LUCAS JAMES BAILEY
	 	 	 
	By: