Exhibit 10.2


 





December 16, 2014


 





 


 


Dear Carley:


 


This letter (this “Letter”) is intended to
confirm our discussions regarding your separation from service as an employee of XO Group Inc. (the “Company”)
as a result of your anticipated resignation from your position of Chief Content Officer of the Company (formerly, Chief Editorial
and Media Officer, as identified in that certain employment letter agreement with the Company dated November 5, 2008 (the “Prior
Agreement”)). This Letter also memorializes certain continuing obligations and benefits between the parties in the form
of a consulting and personal service agreement and the services, as described below, shall be performed personally by you on behalf
of your LLC, a personal services company of which you are a 100% owner.


 


		1.	Separation from Service as Employee; Service as Brand
Ambassador.



 


(a)   
Separation from Service as Employee. As discussed, effective as of December 31, 2014 (the “Separation Date”),
you will step down as Chief Content Officer, and will separate from service as an employee of the Company and from all other officer
and employee positions with the Company and any of its affiliates. In connection with the foregoing, you will be entitled to the
payments identified in Paragraph 2(a) below.


 


(b)  
Service as Brand Ambassador; Impact on Licensing Agreement.


 


(i)    
As also discussed, effective upon and following your Separation Date, you will continue to provide services as the Brand
Ambassador of the Company during the Initial Term (as defined below) and during any extension thereof, as provided below, all
pursuant to the provisions of this Letter. Such services will be performed as a non-employee and you and the Company acknowledge
and agree that your engagement hereunder shall be on a non-exclusive basis.


 


(ii)  
In connection with the foregoing, you and the Company both acknowledge and agree that your Name and Likeness Licensing Agreement
between the Company and you dated November 5, 2008, as amended as of February 18, 2010, and further amended as of April 1, 2014,
is hereby further amended by this Letter as provided below (such agreement as previously amended, and as further amended by this
Letter, the “Licensing Agreement”) to provide for the following: (1) the current term of the Licensing Agreement
is hereby extended through January 1, 2017 (the “Initial Term”), subject to further automatic one-year extensions
(an “Extension Term”) (unless either party provides notice otherwise), all otherwise as in accordance with the
current terms set forth in the Licensing Agreement; (2) you will perform services to the Company as a non-employee Brand Ambassador,
but in such capacity you will not be spending substantial business time on any of your duties under the Licensing Agreement (i.e.,
no more than 20% of your time relative to your current job duties as Chief Content Officer); (3) as Brand Ambassador, you will
make yourself available, upon reasonable advance notice (which reasonable notice shall take into consideration your business and
personal commitments outside of your duties as a Brand Ambassador), for appearances at such events (whether on-air or in person),
and such other appearances, as the Chief Executive Officer of the Company may reasonably request, up to no more than twelve (12)
such appearances per calendar year (upon reasonable advance notification on appearances that require travel outside of New York
City or last for more than half a day in duration); (4) as Brand Ambassador, you shall also continue to participate in the television,
movie and other video projects listed on Schedule A attached hereto as Executive Producer, as currently contemplated under
the Licensing Agreement, subject to the further provisions set forth in Paragraph 2(b) below, and which provisions shall supersede
any requirements relating to any “Borrowing Agreement” as defined in the Licensing Agreement as currently in effect;
and (5) the Company may terminate your services as Brand Ambassador at any time upon thirty (30) days advance written notice and
you may terminate your services as Brand Ambassador upon thirty (30) days advance written notice to the Company (attention: Chief
Executive Officer), in each case subject to the further provisions set forth in Paragraph 2(b) below. For the avoidance of doubt,
the foregoing constitutes the negotiated terms for your continued services referenced in Section 5.2 of the Licensing Agreement
as in effect prior to the Separation Date. Further, for the avoidance of doubt and notwithstanding anything to the contrary contained
in this Letter or the Licensing Agreement, after the Separation Date, you shall be free to (x) pursue and perform other business
opportunities and develop other projects outside of your duties under this Letter and (y) make reference to yourself as a co-founder
of the Company, the knot, the bump and/or the nest; subject at all times to your continued compliance with the Restrictive Covenants
Agreement (defined below).


 






    	 



    	 



    

 


 


		2.	Payments and Benefits.



 


(a)   
Separation Payments and Benefits. In consideration for your execution, delivery, and non-revocation of a release
of claims substantially in the form attached hereto as Exhibit 1 (the “Release”), you will be entitled
to the following payments and benefits:


 


(i)    
Notwithstanding any provision of the Company’s annual bonus plan for 2014 requiring participants therein to remain
employed through the date annual bonuses would be paid, in 2015, 75% in shares of Company common stock (“Company Stock”)
and 25% in cash, you will be entitled to receive the full amount of the annual bonus the Company has estimated in good faith you
would otherwise be paid in 2015, equal to $343,482, in cash, (the “2014 Bonus Payment”). The 2014 Bonus Payment
will be paid to you within ten (10) business days following your Separation Date.


 


(ii)  
Notwithstanding any provision of the Company’s 2009 Stock Incentive Plan and any applicable restricted stock award
agreement granted thereunder, for so long as you continue to perform services as Brand Ambassador pursuant to the terms of the
Licensing Agreement (as amended by this Letter), effective as of the Separation Date, the 37,500 shares of restricted Company Stock
that you currently hold shall remain outstanding and subject to continued vesting in accordance with their terms (as amended by
this Paragraph 2(a)(ii)), and shall not otherwise be forfeited on your Separation Date. In the event your services hereunder are
terminated for any reason other than by the Company for Cause (as defined below), any unvested restricted shares that would have
otherwise vested in accordance with their terms during the applicable term of the Licensing Agreement in which your termination
occurs, shall be accelerated and delivered to you within ten (10) days from the date your services terminate. By way of illustration
and for the avoidance of doubt, if the Company terminates your services provided for in this Letter for any reason other than for
Cause during (x) the Initial Term, you will become vested in any of the 27,500 shares of restricted Company Stock that otherwise
would have vested between January 1, 2015 through January 1, 2017, or (y) during the subsequent Extension Term, then you will become
vested in the remaining 10,000 shares of restricted Company Stock that otherwise would have vested in 2017; in either such case,
solely to the extent any such shares remain unvested at the time of such termination.


 






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(iii)
 If you timely elect continuation coverage (with respect to your coverage and/or any eligible dependent coverage) under
the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA Continuation Coverage”) with respect to the
Company’s group health insurance plan, then the Company shall pay you, on a monthly basis, the monthly cost of COBRA Continuation
Coverage during the twenty-four (24) month period following the Separation Date (or until such earlier date, if any, on which you
obtain comparable health insurance coverage from another employer).


 


(b)  
Payment for Services as Non-employee Brand Ambassador; Continued Payments under the Licensing Agreement. In consideration
for your continued services under the Licensing Agreement, and, for the avoidance of doubt, which consideration constitutes the
negotiated compensation referenced in Section 5.2 of the Licensing Agreement as in effect prior to the Separation Date:


 


(i)    
The Company will continue to (x) pay you a $100,000 annual fee in accordance with the terms of the Licensing Agreement and
(y) pay (directly or through reimbursement from the Company) for your expenses for specific clothing and accessories necessary
for on air appearances, personal and other appearances in your capacity as Brand Ambassador, and hair and make-up expenses for
speaking and on-air appearances, travel expenses or other expenses related to any of your duties as Brand Ambassador, for so long
as you provide services as Brand Ambassador (including, for the avoidance of doubt, directly through your use of the Company Corporate
credit card for any of the expenses described above), all in accordance with the applicable Company expense payment and reimbursement
policies (and the proviso in paragraph 2(d) below); and


 


(ii)  
If (x) the Company terminates the Licensing Agreement in accordance with its terms at any time during the Initial Term,
or during any Extension Term thereafter, for any reason other than Cause, then the Company shall be obligated to continue to pay
you the $100,000 annual fee referenced in paragraph 2(b)(i)(x) (and shall make payment of any final expense reimbursement payments
as referenced in paragraph 2(b)(i)(y) above), on the same terms as if your services thereunder had not been terminated, through
the end of the then-applicable term of the Licensing Agreement and (y) if you terminate the Licensing Agreement, effective upon
such termination you will have no further rights to any payments thereunder. For the purpose of this Letter, “Cause”
shall mean your conviction of a felony or your material breach of the terms of this Letter, provided that the Company shall
give you written notice of such material breach and you shall have at least thirty (30) days to cure such breach.


 






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(iii)
 As provided in Section 3(b) of the Licensing Agreement, you shall continue to be entitled to royalties of the annual net
revenues derived from the sale of the books you have authored, edited or co-written for the Company, its divisions or subsidiaries.
For the avoidance of doubt, the Company’s obligations to pay royalties under such section shall survive any expiration of
termination of the Letter and/or the Licensing Agreement.


 


(c)   
Executive Producer Fees.


 


(i)    
As Executive Producer of the applicable media projects of the Company listed on Schedule A (the “Media Projects”)
(and in full satisfaction of any rights to additional payments in respect of any production period for any applicable media project
under the Licensing Agreement as in effect prior to the Separation Date), you will be entitled to fifty percent (50%) of any executive
producer fees that would otherwise be paid in full to the Company in respect to any such Media Projects (“Fee Sharing”),
in accordance with the terms of any agreements that may be entered into by the Company with any production company (e.g., Fox),
with each such fee payment, to the extent paid in installments, constituting, to the extent applicable, a “separate payment”
within the meaning of Section 409A of the Internal Revenue Code. You shall continue to be entitled to the fees described in this
paragraph 2(c) for so long as the Company continues receiving any executive producer fees in accordance with the terms of any production
agreements that may be entered into by the Company and the production company with respect to any of the Media Projects.


 


Notwithstanding the foregoing,
if, for any reason, the Company elects to terminate its participation in any of the Media Projects, the Company shall provide you
and the applicable production company with written notice of any such election as evidence of such termination, and following receipt
by you of such notice, (x) the Fee Sharing with respect to such Media Project(s) shall cease and (y) the Company acknowledges and
agrees that you shall have the right to pursue independently any media project regarding the same subject matter as the Media Project
in which the Company has elected to terminate its participation, and to negotiate remuneration based on your independent relationship
with the applicable production company or other third party with respect to any such media project. For the avoidance of doubt,
you shall in no event pursue any project independently from the Company in which any Product(s) (as defined in the Licensing Agreement),
trademark or brand of the Company (e.g., the knot, the bump, the nest, or any reference to the Company) (collectively, the “XO
Brands”) will be used; provided, however, that if (x) you pursue any media project with any production company
or other third party otherwise in compliance with the requirements of the first sentence of this paragraph (c)(ii), then (y) you
shall not be considered in breach of the requirements of this sentence for any nonprotectable usage of the XO Brands by any such
production company or other third party in connection with such media project, so long as such nonprotectable usage is not reasonably
expected to result in any material harm to the reputation or business of the Company: (I) at any time while you are either still
performing services as Brand Ambassador and/or as Executive Producer of any Media Project, so long as you (A) provide the Company
with timely notice of any such proposed usage by any such production company or other third party and (B) are not, directly or
in any material respect indirectly, responsible for, or otherwise in control of, the decision by such production company or other
third party regarding such usage in connection with any such media project or (II) at any time after you cease all services as
Brand Ambassador and Executive Producer of the Media Project.


 






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(d)  
Accrued Rights. Within ten business days after your Separation Date you will receive payment of all unpaid base salary
accrued through the Separation Date, and shall receive reimbursement of all business expenses, if any, you may have incurred in
accordance with the Company’s policy as currently in effect, and such reimbursements shall be paid in accordance with such
policy; provided that for the avoidance of doubt, all such reimbursements (including, for the avoidance of doubt, any expense
reimbursements provided for in paragraph 2(b)(i)(y) above) shall be made on or prior to the last day of the taxable year following
the taxable year in which such expenses were incurred by you (provided that if any such reimbursements constitute taxable income
to you, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year
in which the expenses to be reimbursed were incurred), and no such reimbursement or expense eligible for reimbursement in any taxable
year shall in any way affect the expenses eligible for reimbursement in any other taxable year.


 


3.                 
Indemnification. As a former officer of the Company, you shall be entitled to all rights to indemnification that
currently apply to officers under the Company’s charter and bylaws with respect to your period of service with the Company
as an officer and, without limiting the generality of the foregoing, the Company shall maintain rights to indemnification and coverage
under officers’ liability insurance for actions and omissions occurring prior to the Separation Date on terms no less favorable
than those in effect from time to time for officers of the Company generally. For the avoidance of doubt, the indemnification provisions
of Sections 6 and 7 of the Licensing Agreement shall continue in full force and effect as provided therein.


 


4.                 
Non-Disclosure, Non-Competition and Non-Solicitation Agreement. You hereby acknowledge and agree that you shall continue
to bound by the terms of the Non-Disclosure, Non-Competition and Non-Solicitation Agreement dated November 5, 2008 between you
and the Company (the “Restrictive Covenants Agreement”). This Paragraph 4 and the Restrictive Covenants
Agreement shall survive the termination or expiration of this Letter. For the avoidance of doubt, the two-year term of your obligations
under each of Sections 3, 4 and 5 of the Restrictive Covenants Agreement (the “Covenant Period”) shall begin
to run effective as of the Separation Date and shall continue concurrently with your performing services under this Letter and
shall expire in the ordinary course upon the second anniversary of the Separation Date; provided, however, that if
the term of the Licensing Agreement is extended beyond the Initial Term for an additional Extension Term as provided in paragraph
2 above, then the Covenant Period shall also be extended for the same period of time; provided, further, that if
you violate your obligations during such Extension Term, then notwithstanding anything in this Letter, the Licensing Agreement
or the Restrictive Covenants Agreement to the contrary, the Company’s sole remedy shall be to cease all payments and vesting
otherwise provided for hereunder. Your performing services under this Letter as a Brand Ambassador shall not otherwise extend the
Covenant Period.


 






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5.                 
Withholding. The Company may withhold from any amounts payable to you such federal, state, local, or foreign taxes
as shall be required to be withheld pursuant to any applicable law or regulation. No additional deductions shall be made from such
payments for any 401(k) plan or deferred compensation plan.


 


6.                 
Governing Law. This Letter shall be construed and enforced in accordance with, and governed by, the laws of the State
of New York, without regard to its choice of law rules. You and the Company hereby irrevocably consent to exclusive personal jurisdiction
and venue in the state and federal courts in the State of New York, County of New York. For the purpose of any legal proceeding
relating to or arising under this Release or relating to the termination of your employment with the Company, as contemplated under
this Letter.


 


7.                 
Entire Agreement. This Letter, together with the Release, the Licensing Agreement and the Restrictive Covenants Agreement,
constitutes the entire understanding between you and the Company with respect to the subject matter hereof. For the further avoidance
of doubt, except as expressly set forth herein, all terms and conditions of the Licensing Agreement shall remain in full force
and effect.


 


8.                 
Amendments. The terms of this Letter may be changed, modified, or discharged only by an instrument in writing signed
by the parties hereto.


 


9.                 
Severability. If any provision of this Letter is determined to be void, voidable, or unenforceable, it shall have
no effect on the remainder of this Letter, which shall remain in full force and effect.


 


10.             
No Assignment. This Letter may not be assigned by either party, and shall be binding on the parties and their successors.


 


11.             
Counterparts. This Letter may executed in any number of counterparts, each of which shall be deemed an original,
and all of which together shall constitute one and the same instrument.


 


12.             
Code Section 409A. The provisions of your Prior Agreement as set forth therein under the heading “Compliance
With Section 409A of the Internal Revenue Code”, to the extent applicable to the provisions of this Letter, are incorporated
by reference and made a part hereof.


 


[Signature
Page Follows]


 






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Very truly yours,


 


XO GROUP INC.


 


 


By:  /s/ Michael Steib




Name: Michael Steib

Title: Chief Executive Officer


 


 


Accepted and agreed:


 


/s/ Carley Roney___________

Carley Roney


 


 


 


 


[Signature Page
to Roney Separation Letter]






    	 



    	 



    

 


Schedule A – Media Projects


 


 


		1.	The Knot feature film project called “Creative Consultant”



		2.	The talk show, XO



		3.	A reality TV show, Marry Me Today



 


 


 






    	A-1



    	 



    

 


 


Exhibit 1- Form of Release


 


RELEASE


 


This release (this “Release”) is being delivered
by you pursuant to the letter agreement between you and XO Group Inc. (collectively with its current or future subsidiaries, affiliates,
and/or successors, the “Company”) dated December 16, 2014 (the “Separation Letter”).


 


1.                 
Termination of Employment. You acknowledge that your employment with the Company terminated effective as of
the close of business on December 31, 2014 (the “Separation Date”). The Separation Date shall be the termination
date of your employment for purposes of participation in and coverage under all employee benefit plans and programs sponsored by
or through the Company and its partnerships, joint ventures, and related business entities, and with respect to each of them, their
predecessors, successors and assigns, employee benefit plans or funds, and with respect to each such entity, all of its or their
past, present and/or future directors, officers, attorneys, fiduciaries, agents, trustees, administrators, employees and assigns,
whether acting on behalf of the Company or in their individual capacities (collectively the “Company Entities”),
except as otherwise provided herein, or under the terms of the benefit plans, or as required by law. As soon as practicable following
the Separation Date, but in no event later than the time period required under applicable law, you will be paid for all of your
earned but unpaid salary as of the Separation Date and for any business expenses incurred as of the Separation Date and properly
submitted in accordance with Company policy. In addition, you may be entitled to continue medical and health benefits under the
Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), subject to the eligibility and other requirements
of COBRA.


 


2.                 
Severance Compensation. In consideration of your executing this Release and your satisfaction of such terms
and conditions set forth herein and in the Separation Letter, the Company shall compensate you as described in paragraph 2(a) of
the Separation Letter. As a condition to receiving such compensation, you must (a) complete an orderly, satisfactory and thorough
turnover of all the Company’s files, data and information pertaining to all deals, business and financial models, data and
tools you worked on while employed by the Company through the Separation Date (except for any information reasonably required for
your to retain in order to perform your duties as identified in the Separation Letter, subject at all times to your continued compliance
with your obligations to maintain all confidential information pursuant to the Separation Letter and the other agreements referenced
therein) and (b) return to the Company all property in any form whatsoever (including but not limited to files, data, discs, drives,
laptops, or any storage device for any data) containing information that pertains in any manner to the Company Entities’
business, whether stored on Company equipment or otherwise, which is or was under your custody or control. You hereby acknowledge
and agree that, other than as specifically set forth in this Release, you are not due any compensation from the Company, including
compensation for unpaid salary, bonus, unpaid commission, severance, accrued or unused vacation or sick time. You affirm that you
have been provided with any and all leave requested under the Family and Medical Leave Act. You further affirm that you have disclosed
to the Company any information you have concerning any conduct involving the Company, and any of its affiliates or any of their
respective employees that you have any reason to believe may be fraudulent or unlawful.


 






    	



    	 



    

 


 


3.                 
Release of Claims. By signing this Release, you, for yourself and for your heirs, executors, administrators,
trustees, legal representatives and assigns (hereinafter referred to collectively as “Releasors”), forever release
and discharge the Company Entities from any and all claims, demands, causes of action, fees and liabilities of any kind whatsoever,
whether known or unknown, which you ever had, now have, or may have against any of the Company Entities by reason of any act, omission,
transaction, practice, plan, policy, procedure, conduct, occurrence, or other matter, up to and including the date hereof, including
but not limited to claims for, under or based on:


 


(a)               
any claims for wrongful termination, retaliation, detrimental reliance, defamation, invasion of privacy, intentional
infliction of emotional distress, or any other common law claims;


 


(b)              
any claims for the breach of any written, implied or oral contract between Employee and Company, including but not
limited to any contract of employment or investment;


 


(c)               
any claims of discrimination, harassment or retaliation based on such things as age, national origin, ancestry, race,
religion, sex, sexual orientation, marital status, or physical or mental disability or medical condition;


 


(d)              
any claims for payments of any nature, including but not limited to wages, overtime pay, vacation pay, severance
pay, commissions, bonuses and benefits or the monetary equivalent of benefits, but not including any claims for unemployment or
workers’ compensation benefits (it being understood that the Company shall not contest your application for unemployment
insurance or workers’ compensation benefits), or for the consideration being provided to you pursuant to paragraph 2 of this
Release;


 


(e)               
all claims that you have or that may arise under the common law and all federal, state and local statutes, ordinances,
rules, regulations and orders, including but not limited to any claim or cause of action based on the Fair Labor Standards Act,
the Equal Pay Act, the Sarbanes Oxley Act of 2002, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment
Act (“ADEA”), the Family and Medical Leave Act, the Americans with Disabilities Act, the Civil Rights Acts of
1866, 1871 and 1991, the Rehabilitation Act of 1973, the National Labor Relations Act, the Employee Retirement Income Security
Act of 1974, the Worker Adjustment and Retraining Notification Act, the Vietnam Era Veterans’ Readjustment Assistance Act
of 1974, the Uniformed Services Employment and Reemployment Rights Act, Executive Order 11246, the New York Labor Law, the New
York Occupational Safety and Health Laws, the New York Equal Pay Law, the New York State Human Rights Law, the New York Civil Rights
Act, the New York Worker Adjustment and Retraining Notification Act, the New York Worker’s Compensation Retaliation Law,
the New York City Administrative Code, including the New York City Human Rights Act, any and all New York “Whistleblower”
statutes and laws, and any other state laws governing employee rights, as each of them has been or may be amended; and


 


(f)               
any claims for attorneys’ fees, costs, disbursements or the like.


 






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(g)              
Notwithstanding the foregoing, the release set forth in this paragraph 3 shall not extend to: (i) those rights which
as a matter of law cannot be waived; (ii) claims, causes of action or demands of any kind that may arise after the date hereof
and that are based on acts or omissions occurring after such date; (iii) claims for indemnification or contribution under any operative
documents of the Company Entities, or claims for coverage under any directors and officers insurance policy applicable to you;
(iv) claims under COBRA; (v) claims with respect to accrued, vested benefits or payments under any employee benefit or equity plan
of the Company; and (vi) claims to enforce the terms of this Release.


 


4.                 
Cooperation. You agree to make yourself reasonably available to cooperate with the Company’s and its
attorneys’ reasonable requests for cooperation in connection with any matter that you worked on during your employment with
the Company or with any investigation of any claims against the Company. You understand and agree that such reasonable cooperation
may include, but shall not be limited to, making yourself available to the Company and its attorneys upon reasonable notice for
interviews and factual investigations; appearing at the Company’s request to give testimony; volunteering to the Company
pertinent information; and turning over all relevant documents to the Company that are or may come into your possession. The Company
will reimburse you for all reasonable out-of-pocket expenses incurred by you in connection with such cooperation. Without limiting
the generality of the foregoing, to the extent that the Company seeks your assistance, the Company will provide you with reasonable
advance notice of its need for you and will coordinate with you the time and place at which your assistance will be provided with
the goal of minimizing the impact of such assistance on any other pre-scheduled business or personal commitment that you may have.
Further, the Company will reimburse you, in accordance with the Company’s policy, for all reasonable out-of-pocket travel
and other expenses that you incur as a result of your cooperation pursuant to this paragraph 4, including reasonable attorneys’
fees, if necessary. Your cooperation described in this paragraph 4 shall be subject to the maintenance of the indemnification and
directors’ and officers’ liability insurance policy described in your Separation Letter.


 


5.                 
No Legal Action. You agree, to the maximum extent permitted by law, that you will not, at any time hereafter,
commence, maintain, prosecute in as a party, or permit to be filed by any other person on your behalf, any action or proceeding
of any kind (judicial or administrative) (on your own behalf and/or on behalf of any other person and/or on behalf of or as a member
of any alleged class of person) in any court or agency, or participate in any action, suit or proceeding (unless compelled by legal
process or court order), against the Company Entities with respect to any claim released pursuant to this Release. You also warrant
and represent that as of the date you sign this Release, you have not taken or engaged in any of the acts described in the foregoing
sentence. If, notwithstanding the foregoing promises, you violate this paragraph, you shall be required, to the maximum extent
permitted by law, to indemnify and hold harmless the Company Entities from and against any and all demands, assessments, judgments,
reasonable costs, damages, losses and liabilities, and reasonable attorneys’ fees and other expenses which directly result
from, or are incident to, such violation. Nothing in this Release shall be construed to prevent you from responding truthfully
to a valid subpoena, from filing a charge with, or participating in, any investigation conducted by a governmental agency including
EEOC, NLRB, and/or any state or local human rights agency, and/or responding as otherwise required by law. Nevertheless, by virtue
of the foregoing, you have waived any relief available to you under any of the claims or causes of action waived and released pursuant
to this Release. Nothing in this paragraph is intended or should be construed to apply to any legal action by you challenging the
validity of this Release under the Older Workers Benefit Protection Act with respect to your release of claims under the ADEA.


 


 






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6.                 
Opportunity to Review. You are hereby advised to consult with an attorney prior to executing this Release.
In that connection, you acknowledge that you have had the opportunity to review this Release and, specifically, the release set
forth in paragraph 3, with an attorney of your choice prior to signing below. You also agree that you are under no obligation to
consent to the release and that you have entered into this Release freely and voluntarily.


 


7.                 
Time to Consider Release and Effective Date.


 


(a)               
You are also advised that you have twenty-one (21) days from the date this Release is delivered to you within which
to consider whether you will sign it; and that in the event you signed this Release prior to expiration of the 21st day, you did
so of your own free will and not as a result of any duress or coercion.


 


(b)              
If you sign this Release, you acknowledge that you understand that you may revoke this Release within seven (7) days
after you have signed it by notifying the Company in writing that you have revoked this Release. Such notice shall be addressed
to the Company’s General Counsel. This Release shall not be effective or enforceable in accordance with its terms until the
7-day revocation period has expired. If you do not timely revoke it, this Release shall become effective automatically upon the
expiration of the revocation period (the “Effective Date”), which is the eighth (8th) calendar day after it
is executed.


 


(c)               
In the event that you do not accept this Release as set forth above, or in the event that you revoke this Release
in the manner set forth above, the terms of this Release shall immediately become null and void and the Company will have no obligation
to provide the payments and benefits set forth in paragraph 2 above.


 


8.                 
Non-Admission. This Release shall not in any way be construed as an admission by the Company or the Employee
of any liability for any reason, including, without limitation, based on any claim that the Company or the Employee has committed
any wrongful or discriminatory act.


 


9.                 
Non-Disclosure Agreement; Non-Disparagement.


 


(a)               
You hereby acknowledge, reaffirm and ratify your continuing obligations to the Company pursuant to the Employee Non-Disclosure,
Non-Competition and Invention Assignment Agreement (the “Non-Disclosure Agreement”).


 






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(b)              
You covenant and agree that you shall not during the twelve (12) months after the Separation Date (the “Non-disparagement
Period”) make any communications with the intent to disparage the Company or interfere with the Company’s existing
or prospective business relationships that, in each case, is intended to, or can reasonably be expected to, materially damage the
Company. Notwithstanding the foregoing, nothing in this paragraph shall prevent you from (a) responding to incorrect, disparaging
or derogatory public statements to the extent necessary to correct or refute such public statements, or (b) making any truthful
statement (i) to the extent necessary in connection with any litigation, arbitration or mediation involving the Separation Letter,
including, but not limited to, the enforcement of this Release, or the Non-Disclosure Agreement, (ii) to the extent required by
law or by any court, arbitrator, mediator or administrative, judicial or legislative body (including any committee thereof) with
apparent jurisdiction or authority to order or require such person to disclose or make accessible such information, (iii) making
a normal comparative statement in the context of advertising, promotion or solicitation of customers, without reference to your
prior relationship with the Company, (iv) making any statements in the good faith performance of your duties to the Company, or
(v) rebutting any statements made by the Company Entities or any of their subsidiaries or their respective officers, directors,
employees or other service providers. In addition, during the Non-disparagement Period, the Company agrees that it will not, and
it will instruct its senior executive officers and directors not to, make any communications with the intent to disparage or encourage
or induce others to disparage you, provided, that the foregoing shall not prevent the Company or its officers, directors or employees
from: (a) responding to incorrect, disparaging or derogatory public statements to the extent necessary to correct or refute such
public statements, or (b) making any truthful statement (i) to the extent necessary in connection with any litigation, arbitration
or mediation involving the Separation, including, but not limited to, the enforcement of this Release, or the Non-Disclosure Agreement,
(ii) to the extent required by law or by any court, arbitrator, mediator or administrative, judicial or legislative body (including
any committee thereof) with apparent jurisdiction or authority to order or require such person to disclose or make accessible such
information, (iii) making a normal comparative statement in the context of advertising, promotion or solicitation of customers,
without reference to your prior relationship with the Company, or (iv) rebutting any statements made by you. For purposes of this,
the term “disparage” includes, without limitation, comments or statements to the press or to any individual or entity
with whom the Company or you have a business relationship, or any public statement, that in each case is intended to, or can be
reasonably expected to, damage the Company or you in connection with your then current or future employment or business relationships.


 


The Company will make an internal and external announcement
about your departure in a form satisfactory to you (and mutually agreed to by you and the Company in form, substance, and timing)
that will be distributed by the Company (with drafts of such announcements attached hereto as Exhibit A). The internal announcement
will be distributed on the Separation Date and will be in the form contained in that certain press release dated as of December
16, 2014, which release you and the Company mutually agreed upon prior to the Separation Date.


 


10.             
Disclaimer. Nothing in this Release shall preclude you from responding truthfully to a valid subpoena, a request
by a governmental agency in connection with any investigation it is conducting, or as otherwise required by law. You agree, however,
that in the event you are subpoenaed in any legal proceeding to give testimony or produce documents that in any way relate to your
employment with the Company you: (1) will provide prompt advance notice and a copy of any legal papers served on you to the Company’s
General Counsel, except as otherwise prohibited by law, and (2) will, except as required by law, make no disclosure until the Company
has had a reasonable opportunity to contest the disclosure, if it intends to do so.


 


11.             
Remedies For Breach Of Material Provisions Of Release. Any breach of the terms of paragraphs 3, 4, 5, or 9
of this Release may constitute a material breach of this Release as to which the Company may seek all relief available under the
law and in equity (including but not limited to repayment of the severance paid to you under this Release) in a court of competent
jurisdiction. In addition, in the event of a material breach of paragraphs 3, 4, 5, or 9 of this Release, or any of the provisions
of the Non-Disclosure Agreement (which shall continue in effect), all obligations of the Company to make payments or provide benefits
pursuant to this Release shall cease and become null and void.


 






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12.             
Choice of Law and Forum. This Release shall be construed and enforced in accordance with, and governed by,
the laws of the State of New York, without regard to its choice of law provisions. You and the Company hereby irrevocably consent
to exclusive personal jurisdiction and venue in the state and federal courts in the State of New York, County of New York, for
the purpose of any legal proceeding relating to or arising under this Release or relating to the termination of your employment
with the Company.


 


IN WITNESS WHEREOF, the undersigned has executed this
Release as of the ___ day of December, 2014.


 


CAUTION:


 


READ BEFORE SIGNING. THIS RELEASE INCLUDES

A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS


 


I HAVE READ ALL OF THIS RELEASE, INCLUDING, BUT NOT LIMITED
TO, THE RELEASE IN PARAGRAPH 3. I UNDERSTAND ALL PARAGRAPHS CONTAINED IN THIS RELEASE. I STATE THAT I AM SIGNING THIS RELEASE AS
MY OWN FREE ACT AND DEED.


 


______________________________

Carley Roney


 


Dated:________________________


 


 






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