Form 8-K

8-K — AMERICOLD REALTY TRUST

Accession: 0001193125-26-376978

Filed: 2026-08-31

Period: 2026-08-25

CIK: 0001455863

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — d824016d8k.htm (Primary)

EX-10.1 (d824016dex101.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d824016d8k.htm · Sequence: 1

8-K

AMERICOLD REALTY TRUST false 0001455863 0001455863 2026-08-25 2026-08-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 25, 2026

AMERICOLD REALTY TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland

001-34723

93-0295215

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

10 Glenlake Parkway, South Tower, Suite 600

Atlanta, Georgia

30328

(Address of principal executive offices)

(Zip Code)

(678) 441-1400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.01 par value per share

COLD

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 — Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment and Restatement of Americold Logistics, LLC Executive Severance Benefits Plan

On August 25, 2026, the Compensation Committee of the Board of Directors of Americold Realty Trust, Inc., a Maryland corporation (the “Company”), approved and adopted the Amended and Restated Americold Logistics, LLC Executive Severance Benefits Plan (the “A&R Plan”), effective immediately. Capitalized terms used herein but not otherwise defined shall have the meaning given to such term in the A&R Plan.

The A&R Plan amends and restates the existing Americold Logistics, LLC Executive Severance Benefits Plan (the “Existing Plan”) and continues to provide severance benefits to eligible executives upon certain qualifying terminations of employment. The A&R Plan (i) increased the Executive Vice President and President cash severance multiple from one and one-half times (1.5x) to two times (2.0x) the sum of the annual base salary and target annual bonus and (ii) increased the continued health, dental and vision coverage under COBRA from 18 to 30 months for the Chief Executive Officer and from 12 to 24 months for Executive Vice Presidents and Presidents, in each case of (i) and (ii), only in the event of certain qualifying terminations during a Change in Control Period (i.e., on or within 24 months following a Change in Control).

Except as described above, the material terms of the Existing Plan remain unchanged.

The foregoing description of the A&R Plan is qualified in its entirety by reference to the full text of the A&R Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 — Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

10.1

Amended and Restated Americold Logistics, LLC Executive Severance Benefits Plan, effective August 25, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 31, 2026

AMERICOLD REALTY TRUST, INC.

By:

/s/ Christopher J. Papa

Name: Christopher J. Papa

Title: Chief Financial Officer and Executive Vice President

EX-10.1

Filename: d824016dex101.htm · Sequence: 2

EX-10.1

Exhibit 10.1

AMERICOLD LOGISTICS LLC

AMENDED AND RESTATED EXECUTIVE SEVERANCE BENEFITS PLAN

(Amendment and Restatement Effective August 25, 2026)

The purpose of this Americold Logistics, LLC Amended and Restated Executive Severance Benefits Plan (“Plan”) is to assist eligible

employees whose employment with Americold Logistics, LLC (the “Company”) or any of its Affiliates is terminated due to an involuntary termination without Cause or a resignation for Good Reason (as such terms are defined below), or

other similar circumstances, as determined in the Plan Administrator’s sole discretion, as well as similar circumstances which occur in connection with a Change in Control (as defined below). The Plan was initially effective as of

February 24, 2022 (“Effective Date”), amended to make certain clarifications as of December 9, 2024 and amended and restated as of August 25, 2026. For avoidance of doubt, Executives hired before the Effective Date

of this Plan are not eligible for and specifically excluded from participation in this Plan and severance benefits, if any, are outlined in those Executives’ individual employment agreements.

This document constitutes both the plan document and the summary plan description for the Plan. The Plan is intended to be a

top-hat “employee welfare benefit plan” within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and a

“severance pay plan” within the scope of Department of Labor Regulation Section 2510.3-2(b). Your ERISA rights are described at the end of this document. This document is provided to you as

required by ERISA. You should read all parts of this description carefully so that you will not only understand the ways in which the Plan may benefit you but also certain exclusions to coverage and limitations on the receipt of severance benefits,

if any which may apply to you.

It is the Company’s intention that payments under the Plan will be exempt from Section 409A of the Internal

Revenue Code of 1986, as amended (the “Code”), and shall be administered and operated in conformity with this intention; provided, however, that in the event and to the extent amounts payable under the Plan are or become subject

to Code Section 409A, it is the Company’s intention that such amounts be payable in a manner consistent with the requirements of such Code section. To the extent that any provision of this Plan is not exempt from Code Section and

ambiguous as to its compliance with Code Section 409A, the provision shall be read in such a manner to comply with Code Section 409A to the maximum extent possible.

1. DEFINITIONS

(a)

“Affiliate” means (i) any entity that, directly or indirectly, is controlled by the Company, and (ii) any entity in which the Company has a significant equity interest, in each case as determined by the Board.

(b) “Annual Bonus” means the annual performance-based cash bonus in respect of a given calendar year, as described in the

Company’s Annual Incentive Plan, or such plan’s replacement.

ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act and the terms “Beneficial Ownership” and “Beneficially Own” shall have the

corresponding meanings.

(d) “Board” means the Board of Trustees of the Company.

(e) “Cause” means, with respect to any Participant, Participant’s:

(i) Commission of an act that constitutes common law fraud or a felony, commission of any other crime involving moral turpitude, or commission

of any other tortious or unlawful act causing, or which may likely cause, material harm to the business, standing or reputation of the Company without the good faith belief that such conduct was in the best interests of the Company;

(ii) Materially breaching any of the Participant’s confidentiality, assignment of inventions or restrictive covenants agreements (if

any) with the Company or any Affiliate;

(iii) Materially failing to devote Participant’s full business time, energy, experience and

talents to the business of the Company, or willfully failing or refusing to perform the Participant’s material duties or obligations of Participant’s role including without limitation, failure or refusal to abide by the directions of

superiors or the Board or the written policies and practices of the Board, the Company or any Affiliate, in each case after the Company has given the Participant fourteen (14) days written notice and an opportunity to cure such failure or

refusal to the extent curable;

(iv) Willful misconduct or gross negligence in the performance of the Participant’s duties as an

associate, officer or director of the Company or any Affiliate;

(v) Misappropriation or embezzlement of any property of the Company;

(vi) Engaging in any act or omission of willful misconduct or gross negligence detrimental to the business or financial reputation of the

Company or any Affiliate;

(vii) Failure or refusal by the Participant to perform any lawful material directive of the Board or the duties

of the Participant’s employment hereunder which continues for a period of fourteen (14) days following notice thereof;

(viii)

Any act by Participant which, in the sole good faith determination of the Company, is sufficient to constitute a felony (or its equivalent in any non-United States jurisdiction) or a crime involving theft,

fraud, dishonesty, misrepresentation or moral turpitude;

(ix) Conviction of, or plea of nolo contendere (or a similar plea), to, or the

failure of the Participant to contest the Participant’s prosecution for, any other misdemeanor criminal offense;

(x) Any material

violation of any law, rule or regulation affecting business operations of the Company or Affiliates;

(xi) Participant’s material

violation, as determined by the sole good faith discretion of the Company, of a Company policy including, but not limited to the violation of any legal or compliance policies or code of ethics, code of business conduct, conflicts of interest policy

or similar policies of the Company;

(xii) The Participant’s breach of the Participant’s fiduciary obligations, or

disloyalty, to the Company or any of its subsidiaries or affiliates;

(xiii) Any material act or omission to act of the Participant

intended to harm or damage the business, property, operations, financial condition or reputation of the Company;

(xiv) The

Participant’s failure to cooperate, if requested by the Board, with any investigation or inquiry into the Company’s business practices, whether internal or external, including, but not limited to, the Participant’s refusal to be

deposed or to provide testimony or evidence at any trial, proceeding or inquiry; or

(xv) Any chemical dependence of the Participant which

adversely affects the performance of the Participant’s duties and responsibilities to the Company.

(f) “Change in

Control” means the occurrence of any one or more of the following events:

(i) The acquisition by any person (other than the

Company or a Subsidiary or any Company employee benefit plan (including its trustee)), of Beneficial Ownership, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then

outstanding securities;

(ii) Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”)

cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a Trustee subsequent to the Effective Date whose election, or nomination for election by the Company’s shareholders, was

approved by a vote of at least two-thirds (2/3) of the Trustees then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this

purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of Trustees or other actual or threatened solicitation of proxies or consents by

or on behalf of a Person other than the Board; or

(iii) Consummation of a reorganization, merger or consolidation or sale or other

disposition of all or substantially all of the assets or stock of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities

who were the Beneficial Owners, respectively, of the total number of shares of the Company’s outstanding securities immediately prior to such Business Combination Beneficially Own, directly or indirectly, more than fifty percent (50%) of the

combined voting power of the then outstanding securities of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of

the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership of the combined voting power of the Company’s outstanding securities immediately prior to such Business

Combination, (ii) no Person (excluding any corporation resulting from such Business Combination, or any employee benefit plan (including its trustee) of the Company or such corporation resulting from such Business Combination) Beneficially

Owns, directly or indirectly, 50% or more of, respectively, the combined voting power of the then outstanding securities of the corporation resulting from such Business Combination except to the extent that such ownership existed prior to the

Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were Trustees of the Company immediately prior to the signing of the agreement providing for

such Business Combination.

A “Change in Control” shall not result from any transaction precipitated by the Company’s

insolvency, appointment of a conservator, or determination by a regulatory agency that the Company is insolvent, nor from any transaction initiated by the Company in regard to converting from a publicly traded company to a privately held company.

(g) “Change in Control Period” means the period commencing on the date a Change in Control occurs and ending on the

second anniversary of such date.

(h) “Chief Executive Officer” means the Company’s chief executive officer.

(i) “Compensation” means a Participant’s annualized base salary, determined based on the rate of pay in effect during

the last regularly scheduled payroll period immediately preceding such Participant’s Separation Date (or the date on which the Change in Control occurs, if higher).

(j) “Continuing Obligations” means the obligations that arise in any provision of any agreement, including, without

limitation, any agreement between the Participant and the Company and/or an Affiliate relating to confidentiality, assignment of inventions or other restrictive covenants or that arise in any other agreement between the Participant and the Company

and/or an Affiliate between the relating to confidentiality, assignment of inventions or other restrictive covenants, including any applicable restrictive covenant and mandatory arbitration agreement.

(k) “Disability” means either (a) the Participant is unable to engage in any substantial gainful activity by reason of

any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) the Participant is, by reason of any medically determinable

physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and

health plan covering the employees of the Company, provided, however, that nothing contained herein shall be construed as permitting a violation of the Americans with Disabilities Act or similar law prohibiting discrimination on the

basis of a disability. This definition is intended to comply with the definition of disability provided in Treasury Regulation Section 1.409A-3(i)(4)(i), and shall be interpreted in a manner

consistent with such definition.

(l) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to

time.

(m) “Financial Objective Component” means that portion of the Participant’s Annual Bonus allocated to

performance metrics tied solely to the financial performance metrics of the Company and/or region (e.g., CORE EBITDA).

(n) “Good Reason” means, with respect to any Participant, the occurrence

of any of the following events or conditions without the Participant’s written consent, other than in connection with a termination of the Participant for Cause or due to death or Disability:

(i) material reduction of the Participant’s base salary or the Participant’s Annual Bonus opportunity, exclusive of any across the

board reduction similarly affecting all or substantially all similarly-situated employees; or

(ii) an action by the Company resulting in

a material diminution or reduction of the Participant’s authority, duties or responsibilities; or

(iii) the Company’s

relocation of the geographic location of the principal office of the Company to which the Participant is assigned, such that there is an increase to Participant’s commute by more than fifty (50) miles from the Participant’s then

current assigned principal office;

Notwithstanding the foregoing, no termination of employment by the Participant shall constitute Good Reason unless:

(A) the Participant reasonably determines in good faith that a Good Reason condition has occurred;

(B) the Participant has given written notice of the proposed termination due to Good Reason to the Company, and provides the Company with

reasonable details of the circumstances giving rise to the Good Reason event, not later than thirty (30) days following the initial occurrence of such event;

(C) the Company fails to cure the Good Reason event or condition within thirty (30) days of receiving written notice from the

Participant (the “Cure Period”);

(D) notwithstanding such efforts, the Good Reason event or condition continues to

exist; and

(E) the Participant terminates his or her employment within thirty (30) days after the conclusion of the Cure Period.

If the Company cures the Good Reason event or condition during the Cure Period, Good Reason shall be deemed not to have occurred. This definition is

intended to comply with the safe harbor definition of good reason provided in Treasury Regulation Section 1.409A-1(n)(2)(ii), and shall be interpreted in a manner consistent with such definition.

(o) “Individual Objective Component” means that portion of the Participant’s Annual Bonus allocated to metrics tied

solely to individual performance.

(p) “Key Employee” for purposes of this Plan only, means any common-law employee of the Company who is Chief Executive Officer (“CEO”), any other employee of the Company who is designated by the Company as a President, Executive Vice President

(“EVP”) or Senior Vice President (“SVP”) of the Company, and any other common-law employee of the Company who, in each case, has been designated in writing as a Key

Employee by the Board in its sole discretion.

(q) “Participant” means a Key Employee who meets the criteria as set

forth in Section 2(a) and is not excluded from participation under Section 2(b).

(r) “Person” shall have the

meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.

(s) “Plan Administrator” means the Company.

(t) “Qualifying Termination” means a Participant’s termination of employment from the Company when a Participant is

terminated by the Company without Cause or by the Participant with Good Reason; provided that, in the event the Company assigns its rights and obligations under this Plan to a person or entity which whom the Company shall hereafter effect a

reorganization or consolidation into which the Company merges or to whom it transfers all or substantially of its properties or assets and if the Participant remains employed or becomes employed by the Company, the purchaser or any of their

affiliates in connection with such transaction, a Qualifying Termination shall not have occurred solely as a result of such transaction.

(u) “Separation Agreement and General Release” means, with respect to a Participant (or where applicable, his or her

estate), a general waiver and release of claims against the Company, its trustees, directors, officers, employees, agents, contractors, and affiliates, post-employment covenants, including, without limitation, relating to confidentiality and

disclosure of Company information, competition, solicitation of Company employees or clients or disparagement of the Company, reaffirmation and execution of the mandatory arbitration and restrictive covenants provisions (the “Company

Restrictive Covenants and Mandatory Arbitration Agreement”), and a provision that if the Participant breaches any of the Participant’s Continuing Obligations, all payments of Severance Benefits shall immediately cease and the Participant

shall be required to repay to the Company any and all Severance Benefits already paid to the Participant, as set forth in Attachment A or as otherwise approved by the Plan Administrator in its sole discretion.

(v) “Separation Date” means the date on which a Participant ceases to be categorized as an employee on the payroll system

of the Company as a result of a Qualifying Termination or otherwise; provided, however, the extent that payment or benefit described in this Plan constitutes “non-qualified deferred compensation”

under Code Section 409A (if any), a Participant’s Separation Date will be the date on which he or she incurs a “separation from service” (within the meaning of Code Section 409A(a)(2)(A)(i) and its related regulatory and

administrative guidance), as determined by the Plan Administrator in its sole discretion. The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation

Section 1.409A-1(h).

(w) “Separation Notice” means written notice by the

Company or by a Participant to the other party hereto which:

(i) Provides notification of intent to terminate the employment relationship;

(ii) Indicates the specific termination provision in this Plan relied upon; and

(iii) Specifies the Separation Date.

(x) “Severance Benefit” has the meaning set forth in Section 3 of

this Plan, as applicable.

(y) “Stock Plan” means the equity and/or long-term incentive programs as established from

time to time by the Company’s Board, a committee thereof, and/or the Compensation Committee of the Board of Trustees of Americold Realty Trust.

(z) “Target Percentage” means the target percentage for the annual incentive bonus opportunity under the Company’s

Annual Incentive Plan to which a Participant is potentially eligible in the year in which the Participant’s Separation Date occurs.

(aa) “Trustee” means any individual who is a member of the Board of Trustees.

2. ELIGIBILITY

(a) Eligibility to

Participate. In general, you will be eligible to participate in the Plan (a “Participant”) if you satisfy each of the following conditions:

(i) You are employed by the Company as a Key Employee and have executed the Separation Agreement and General Release, including the Company

Restrictive Covenants and Mandatory Arbitration Agreement;

(ii) You receive from the Company a Separation Notice substantially in the

form of Attachment C or provide to the Company a Separation Notice substantially in the form of Attachment D (for avoidance of doubt, a Company Separation Notice is separate and apart from the Separation Notice required by the Georgia

Department of Labor);

(iii) Your active employment with the Company continues through the Separation Date specified in the Separation

Notice;

(iv) Your active employment with the Company is actually terminated in accordance with the terms and conditions of the Separation

Notice and this Plan; and

(v) Your termination is a Qualifying Termination (or due to your death or Disability).

You will not be entitled to participate in this Plan or receive any benefits hereunder unless you satisfy the eligibility criteria set forth herein and are

not otherwise excluded from participation under Section 2(b) below.

(b) Exclusions from Eligibility. You will not be eligible to receive a Severance

Benefit under the Plan if, either before or after receiving or providing a Separation Notice:

(i) You are a party to a written employment

agreement with the Company or any of its Affiliates, the terms of which do not expressly provided for participation in this Plan; for avoidance of doubt, this exclusion includes international executives with written employment agreements;

(ii) You notify the Company of your intent to resign or separate from employment (other than for Good Reason, death, or Disability), in either

case prior to the Separation Date specified in the Separation Notice, unless the Plan Administrator determines in its sole discretion that your earlier separation is in the best interests of the Company and approves such earlier separation in

advance and in writing;

(iii) Your employment is terminated by the Company for Cause or by you without Good Reason (or death, or

Disability, as applicable), or, after your employment has terminated, the Company subsequently determines in good faith that grounds to have terminated your employment for Cause exist;

(iv) You have been employed by the Company for ninety (90) days or less; unless the Plan Administrator determines in its sole discretion

that your earlier separation is in the best interests of the Company and approves such earlier separation in advance and in writing;

(v)

You are a leased or agency employee employed by a third-party or staffing service provider;

(vi) You are in breach of any of your

Continuing Obligations; or you are not classified by the Company as a common-law employee (whether or not such classification is subsequently deemed proper by a government agency or court) or the Plan

Administrator has classified you as a former employee, a part-time, temporary or contract employee, a seasonal employee, an intern, an independent contractor, or a consultant.

3. DETERMINATION OF SEVERANCE BENEFITS

If you are a

Participant who is not otherwise excluded from receiving benefits by Section 2(b) above, then, subject to your compliance with the terms of this Plan, including, without limitation, Section 4, in addition to the Accrued Obligations (as

defined in Section (e)(i) hereof), you will be eligible to receive a severance benefit pursuant to either Section 3(a), 3(b), or 3(c) below (but in no case will you be eligible to receive a severance benefit under more than one of such Sections

3(a), 3(b), or 3(c)) (the “Severance Benefit”):

(a) Qualifying Termination Other than in Connection with a Change in

Control. In the event of a Qualifying Termination other than during a Change in Control Period, and subject to your satisfaction of Section 4 of this Plan, and provided that you are in continued compliance with the terms and conditions of

this Plan or any other agreement between you and the Company or to which you are a party (including the Separation Agreement and General Release) or any other ongoing obligation to which you are subject as of the Separation Date:

(i) a cash payment in an amount equal to the product of (A) the sum of (a) your Compensation, plus (b) your Annual Bonus at

Target Percentage as in effect immediately prior to

your Separation Date, multiplied by (B) the compensation multiple provided for in this subsection 3(a)(i), based on job classification as follows:

Job Classification

Compensation Multiple

CEO

EVP

President

SVP

0.75

(ii) if you (and your eligible dependents, as applicable) elect to continue health, dental, and vision

coverage under COBRA, the Company will pay the monthly cost of COBRA continuation premiums for a period of months equal to: the lesser of the period of your COBRA eligibility or, a number of months, based on job classification as follows:

Job Classification

Months of Premium Costs

CEO

EVP

President

SVP

Provided, however, that the Company’s obligation to make any payment pursuant to this provision shall cease upon the

date you become eligible for coverage under the health plan of a future employer (regardless of whether you elect such coverage). You must promptly notify the Company of your eligibility for any such coverage. Further, with regard to the benefits

set forth in this paragraph (ii), if the Company cannot continue such benefits because of Code Section 409A or operation of other law, the Company shall compensate you for the cost of replacing such benefits for the relevant period; and to the

extent the continuation of such benefits is, or ever becomes, taxable to you, the Company shall administer such continuation of coverage consistent with the following additional requirements as set forth in Treasury Regulation Section 1.409A-3(i)(1)(iv): (1) your eligibility for such benefits in one year shall not affect your eligibility for such benefits in any other year; (2) any reimbursement of eligible expenses will be made

on or before the last day of the year following the year in which the expense was incurred; and (3) your right to such benefits shall not be subject to liquidation or exchange for another benefit;

(iii) any unpaid Annual Bonus that otherwise would have been earned but for the termination of employment under the Annual Incentive Plan for

the calendar year immediately preceding the calendar year in which your Separation Date occurs. For clarity, the Individual Objective Component of your Annual Bonus must have been deemed to have been met to be paid. But for this provision, Executive

would not be otherwise entitled under the terms of the Annual Incentive Plan or such plan’s successor or replacement;

(iv) to the

extent performance objectives applicable to the Financial Objective Component of your Annual Bonus in the year of your Separation Date are earned as of the end of the relevant bonus period, as a separation payment to which you are not entitled under

the terms of the Annual Incentive Plan or such plan’s successor or replacement, a pro rata portion (based on the number of days between your Separation Date and January 1 of the year in which your Separation Date occurs) of the portion of

your Annual Bonus allocated to the Financial Objective Component for the year of your Separation Date; For clarity, you will not be entitled to receive any portion of your Annual Bonus allocated to the Individual Objective Component of your Annual

Bonus;

(v) to the extent permitted pursuant to the Stock Plan, program terms or equity award

agreements, and as provided by the Stock Plan and applicable award agreement(s), any unvested equity award shall vest in accordance with the terms of such Stock Plan, program terms or equity award agreement, as applicable; and

(vi) outplacement services in accordance with the Company’s policy or program and commensurate with your executive position level.

(b) Qualifying Termination on or After a Change in Control. In the event of a Qualifying Termination during a Change in Control Period,

subject to your satisfaction of Section 4 of this Plan, and provided that you are in continued compliance with the terms and conditions of this Plan or any other agreement between you and the Company or to which you are a party (including the

Separation Agreement and General Release) or any other ongoing obligation to which you are subject as of the Separation Date:

(i) a single

lump sum cash payment in an amount equal to the product of (A) the sum of (a) your Compensation, plus (b) your Annual Bonus at Target Percentage as in effect immediately prior to your Separation Date, multiplied by (B) the

compensation multiple provided for in this subsection 3(a)(i), based on job classification as follows:

Job Classification

Compensation Multiple

CEO

2.5

EVP

2.0

President

2.0

SVP

1.25

(ii) If you (and your eligible dependents, as applicable) elect to continue health, dental, and vision

coverage under COBRA, the Company will pay the full portion of the monthly cost of COBRA continuation premiums for a period of months equal to: the lesser of the period of your COBRA eligibility or, a number of months, based on job classification as

follows:

Job Classification

Months of Premium Costs

CEO

EVP

President

SVP

Provided, however, that the Company’s obligation to make any payment pursuant to this provision shall cease upon the

for the relevant period; and to the extent the continuation of such benefits is, or ever becomes, taxable to you, the Company shall administer such continuation of coverage consistent with the

following additional requirements as set forth in Treasury Regulation Section 1.409A-3(i)(1)(iv): (1) your eligibility for such benefits in one year shall not affect your eligibility for such benefits in

any other year; (2) any reimbursement of eligible expenses will be made on or before the last day of the year following the year in which the expense was incurred; and (3) your right to such benefits shall not be subject to liquidation or

exchange for another benefit;

(iii) any unpaid Annual Bonus due for the calendar year immediately preceding the calendar year in which

your Separation Date occurs;

(iv) to the extent performance objectives applicable to the Financial Objective Component of your Annual

Bonus in the year of your Separation Date are earned as of the end of the relevant bonus period, as a separation payment to which you are not entitled under the terms of the Annual Incentive Plan or such plan’s successor or replacement, a pro

rata portion (based on the number of days between your Separation Date and January 1 of the year in which your Separation Date occurs) of the portion of your Annual Bonus allocated to the Financial Objective Component for the year of your

Separation Date; For clarity, you will not be entitled to receive any portion of your Annual Bonus allocated to the Individual Objective Component of your Annual Bonus;

(v) to the extent permitted pursuant to the Stock Plan, program terms or equity award agreements, and as provided by the Stock Plan and award

agreement, any unvested equity award shall become fully vested as if you have met and satisfied all performance requirements at Target Performance and/or time requirements as of your Separation Date; and

(vi) outplacement services in accordance with the Company’s policy or program and commensurate with your executive position level.

(c) Termination due to Death or Disability. If the Company terminates your employment due to your Disability, or you die, subject to

your satisfaction of Section 4 of this Plan, and provided that you (or, where applicable, your estate) are in continued compliance with the terms and conditions of this Plan or any other agreement between you and the Company or to which you are

a party (including the Separation Agreement and General Release) or any other ongoing obligation to which you are subject as of the Separation Date:

(i) any unpaid Annual Bonus due for the calendar year immediately preceding the calendar year in which your Separation Date occurs;

(ii) although ineligible under the terms of the Annual Incentive Plan or such plan’s successor or replacement, to the extent performance

objectives applicable to your Annual Bonus in the year of your Separation Date (including any objective applicable to the Company’s targeted budget) are earned as of the end of the relevant bonus period, as a separation payment, a pro rata

portion (based on the number of days between your Separation Date and January 1 of the year in which your Separation Date occurs) of your Annual Bonus for the year of your Separation Date; and

(iii) to the extent permitted pursuant to the Stock Plan, program terms or equity award

(d) Payment of Severance Benefit. Except as otherwise may be provided in the Plan or your Separation Notice, your Severance Benefit

will be paid or provided in substantially equal installments per regular payroll practices as follows:

Job Classification

Months of Severance Pay

Continuation

CEO

24 months

EVP

12 months

President

12 months

SVP

9 months

in accordance with the Company’s standard payroll procedures, beginning on the first regularly-scheduled payroll date

following the date on which your Separation Agreement becomes effective and irrevocable, provided you (or your estate, where applicable) execute(s) and return your Separation Agreement and General Release within the time period prescribed by your

Separation Agreement and General Release, but in no event more than sixty (60) days after the Separation Date; provided, further, that, if the sixty (60) day period in which your Separation Agreement and General Release can become

effective and irrevocable spans more than one taxable year, then the first payment shall not be made until the later taxable year. Notwithstanding the foregoing, the portion of the Severance Benefit described in Section 3(a)(iii), 3(b)(iii), or

3(c)(i) if applicable, shall be paid in the form of a single lump cash sum during the first 120 days of the calendar year in which the Separation Date occurs, and at the same time that the Company otherwise pays cash bonuses to employees generally.

Further, the portion of the Severance Benefit described in Section 3(a)(iv), 3(b)(iv), or 3(c)(ii) as applicable, shall be paid in the form of a single lump cash sum during the first 120 days of the calendar year following the year in which the

Separation Date occurs, and at the same time that the Company otherwise pays cash bonuses to employees generally. In no event, however, shall any portion of the Severance Benefit due to a Participant be paid later than December 31st of the second

full calendar year following the year of a Participant’s Separation Date.

(e) Additional Terms.

(i) If your employment with the Company is terminated for any reason, the Company will pay to you (or, in the case of your death, your

estate): (i) any base salary already earned but unpaid; (ii) any accrued but unused paid time off, as determined by the Company in accordance with the Company’s policy; and (iii) reimbursement of any business expenses incurred by you

prior to the date of termination that are reimbursable in accordance with the Company’s policy (collectively, the “Accrued Obligations”).

(ii) The Severance Benefit shall not include any other benefit or payment under any other

compensation, employee benefit, incentive pay, or fringe benefit plan, policy, or program maintained by the Company. Except as otherwise provided in the Plan, your entitlement to benefits or payments under the Company’s long-term incentive

plan or any other compensation, employee benefit, incentive pay, or fringe benefit plan in connection with your termination of employment (whether a Qualifying Termination or not) will be determined solely by the terms and conditions of such plans,

programs, and policies as in effect from time to time.

(iii) Your entitlement to non-cash

severance or similar benefits under a separate agreement, plan, program, or policy shall not be affected by this Section 3(e)(ii).

4. FAILURE TO

EXECUTE OR COMPLY WITH A SEPARATION AGREEMENT AND GENERAL RELEASE; TERMINATION AND REPAYMENT OF SEVERANCE BENEFITS

All Severance Benefits provided

under Sections 3(a), 3(b), and 3(c) of the Plan are in consideration of your (or your estate’s, where applicable) timely execution of and compliance with a Separation Agreement and General Release in the form provided by the Plan Administrator

and your continued compliance with your Continuing Obligations. If you (or your estate, where applicable) do not properly execute and deliver a Separation Agreement and General Release within the time provided in the Separation Agreement and General

Release, but in no event more than sixty (60) days after the Separation Date, or if you revoke it, you will not be entitled to any of the benefits of this Plan, including, without limitation, the Severance Benefits. If (a) you fail to

comply with (i) the terms of the Separation Agreement and General Release, or (ii) the terms of any of your Continuing Obligations, or (b) after your employment has terminated, the Company subsequently determines in good faith that

grounds to have terminated your employment for Cause exist, the Company reserves the right to withhold and terminate any unpaid Plan benefits (with the exception of legally-mandated benefits), including, without limitation, the Severance Benefits,

and to require you to repay any and all amounts you may have previously received under the Plan. Neither the Company’s termination of any such unpaid Plan benefits nor your repayment of any such amounts you may have previously received under

the Plan shall affect the Separation Agreement and General Release or your Continuing Obligations.

5. PLAN ADMINISTRATION

(a) Plan Administration. The Plan Administrator is the “named fiduciary” of the Plan for purposes of ERISA and will be

subject to the fiduciary standards of ERISA when acting in such capacity. The Plan Administrator may delegate in writing to any other person all or any portion of its authority or responsibility with respect to the Plan at any time. The Plan

Administrator shall, in its sole and absolute discretion, construe and interpret the terms and provisions of the Plan, and any issue arising out of, relating to, or resulting from the administration and operation of the Plan, which such construction

or interpretation shall be final and binding on all persons, entities and parties, including any employees and shall be given the maximum possible deference allowed by law. When making a determination or calculation, the Plan Administrator shall, in

its sole and absolute discretion, be entitled to rely upon information furnished by employees or other individuals or entities acting on their behalf.

(b) No Liability. The Plan Administrator and its designees shall not be liable for

any action or determination made in good faith with respect to the Plan. The Company shall, to the fullest extent permitted by law, indemnify and hold harmless the Plan Administrator (and, if applicable, each member of the committee comprising the

Plan Administrator) and each director, officer and employee of the Company for liabilities or expenses that they and each of them incur in carrying out their respective duties under the Plan, other than for any liabilities or expenses arising out of

such individual’s willful misconduct or fraud.

modify or terminate the Plan at any time, without advance notice to any employee. Any action of the Company in amending or terminating the Plan will be taken in a non-fiduciary capacity. In the event of an

Internal Revenue Service or Department of Labor ruling which has the effect of reclassifying the Plan as an “employee pension benefit plan” as defined in ERISA Section 3(2)(A), the Plan will be automatically terminated effective at

the date of such ruling. No communications in connection with the Plan made by any individual shall be effective to modify or amend the Plan unless duly executed on an appropriate form provided or approved by, and filed with, the Plan Administrator.

(d) Claims Procedure. Any employee or other person who believes he or she is entitled to any payment under the Plan may submit a

claim in writing to the Plan Administrator. If the claim is denied (in full or in part), the claimant shall be provided a written or electronic response from the Plan Administrator. The Plan Administrator’s response shall include the following

information:

(i) The specific reason(s) for the denial;

(ii) Reference to the specific Plan provision(s) upon which the denial was based;

(iii) A description of any additional or material information that is necessary for the appeal of the denied claim to be successful, and an

explanation of why this information is necessary;

(iv) A description of any voluntary appeal procedures available under the Plan and your

right to receive information about them;

(v) An explanation of the review procedure summarized below, including the time limits

applicable to the review procedures and the claimant’s rights to submit written comments and have them considered, the claimant’s right to review (upon request and at no charge) relevant documents and other information; and

(vi) A statement that the claimant has a right to bring a civil action under ERISA Section 502(a) following a denial of an appeal of the

claim.

If the Plan Administrator relied on an internal rule, guideline, protocol, or other similar criterion in denying the claim, then the Plan

Administrator either will provide the claimant with a copy of the criterion or will notify the claimant that it relied on such a criterion and inform the claimant that he or she may request a copy of the criterion free of charge.

The denial notice shall be furnished to the claimant no later than ninety (90) days after receipt of

the claim by the Plan Administrator, unless the Plan Administrator determines that special circumstances require an extension of time for processing the claim. If the Plan Administrator determines than an extension of time for processing is

required, then notice of the extension shall be furnished to the claimant prior to the termination of the initial ninety (90) day period. In no event shall such extension exceed a period of ninety (90) days from the end of such initial

period. The notice shall inform the claimant of the following:

(i) The special circumstances requiring the extension of time;

(ii) The date by which the claimant can expect a decision;

(iii) The standards for determining the claimant’s entitlement to benefits;

(iv) The unresolved issue(s) that prevent a decision on the claim; and

(v) A description of any additional information that the claimant needs to submit.

(e) Appeal Procedure. If the claimant’s claim is denied, the claimant (or his or her authorized representative) may apply in

writing to the Plan Administrator for a review of the decision denying the claim. Any such request for review must be submitted to the Plan Administrator no more than sixty (60) days following the date on which the denial notice is received by

the claimant, and any request for review submitted after this deadline shall not be considered by the Plan Administrator. In the case of any timely request for review, the Plan Administrator shall afford the claimant a full and fair review of the

decision denying the claim and, if so requested, shall:

(i) Provide the claimant with the opportunity to submit written comments,

documents, records, and other information relating to the claim for benefits;

(ii) Provide that the claimant shall be provided, upon

request and free of charge, reasonable access to, and copies of all documents, records and other information (other than documents, records and other information that is legally privileged) relevant to the claimant’s claim for benefits; and

(iii) Provide for a review that takes into account all comments, documents, records and other information submitted by the claimant

relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

If the claim is

subsequently also denied by the Plan Administrator, in whole or in part, then the claimant shall be furnished with a denial notice that shall contain the following:

(iv) Specific reason(s) for the denial;

(v) Reference to the specific Plan provision(s) on which the denial is based; and

(vi) An explanation of the Plan’s review procedures and the time limits applicable to such procedures including a statement of the

claimant’s right to bring a civil action under ERISA Section 502(a) following the denial on review.

The decision on review shall be issued within sixty (60) days following the request for review. The

period for decision may, however, be extended up to one hundred and twenty (120) days after such receipt if the Plan Administrator determines that special circumstances require extension. In the case of an extension, notice of the extension

shall be furnished to the claimant (or his or her authorized representative) prior to the expiration of the initial sixty (60) day period. In no event shall such extension exceed a period of sixty (60) days from the end of such initial

period. The extension notice shall indicate the special circumstances requiring the extension of time and the date by which the Plan Administrator expects to render the benefits determination.

Neither you nor your beneficiary nor any other claimant may bring a lawsuit to recover benefits under the Plan until he or she has exhausted the internal

administrative process described above. No legal action may be commenced at all unless commenced no later than one (1) year following the issuance of a final decision on the claim for benefits, or the expiration of the appeal decision period if

no decision is issued. This one-year statute of limitations on suits for all severance benefits available under the Plan shall apply in any forum where any such suit may be initiated.

6. OTHER IMPORTANT PLAN INFORMATION

(a)

Tax Provisions.

(i) Withholding Taxes. All payments made under the Plan shall be subject to withholding for any applicable

taxes or other amounts which federal, state or local law requires the Company to withhold. The Company’s determination of the type and amount of taxes to be withheld from any payment or benefit shall be final and binding on all persons having

or claiming to have an interest in this Plan.

(ii) Section 409A. Notwithstanding any other provisions to the contrary, no payments

or any benefits will be provided under the Plan earlier than permitted by Code Section 409A, or later than the latest day permitted in order to avoid taxation under such section. Further, the Plan Administrator, in its sole discretion, may

amend or modify the Plan in any manner to provide for the application and effects of Code Section 409A its related Treasury Regulations, and any related regulatory or administrative guidance issued by the Internal Revenue Service.

Notwithstanding any provision to the contrary in the Plan, to the extent required to avoid a prohibited distribution under Code Section 409(A)(2), if you are at the time a “specified employee” within the meaning of that term under

Code Section 409A, no Severance Benefit to which you become entitled under the Plan shall be made prior to the earlier of (i) the first business day following the expiration of the six (6)-month period measured from the date of your

“separation from service” (as defined under Code Section 409(A) and its related Treasury Regulations) or (ii) your death. Upon the expiration of the delay period required by Code Section 409A, all payments and benefits

deferred under this paragraph otherwise payable in the form of a salary continuation shall commence to be paid by the end of the first month following the expiration of the delay period. For the avoidance of doubt, that portion of the payments

provided under this Plan that do not exceed the Code Section 409A Limit (as defined below) and which qualify as “separation pay” under Treasury Regulation Section 1.409A-1(b)(9)(iii),

shall be paid or commence to be paid on the date originally specified for such payment. For purposes of this Plan, “Code Section 409A Limit” means the lesser of two (2) times: (i) the Participant’s annual compensation

paid during the Company’s taxable year preceding the taxable year in which the Participant is terminated, as

determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any related Internal Revenue Service guidance; or (ii) the maximum

amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which such termination occurs. In the event of your death, any amounts delayed under this Section 6(a)(ii) shall be

paid to the personal representative of your estate as soon as practicable but in all events within sixty (60) days after the date of your death. For purposes of this Plan, each payment is intended to be excepted from Code Section 409A to

the maximum extent provided as follows: (i) each payment made within the applicable 2-1/2 month period specified in Treasury Regulation Section 1.409A-1(b)(4)

is intended to be excepted under the short-term deferral exception; (ii) post-termination medical benefits are intended to be excepted under the medical benefits exceptions as specified in Treasury Regulation

Section 1.409A-1(b)(9)(v)(B); and (iii) to the extent payments are made as a result of an involuntary separation, each payment that is not otherwise excepted under the short-term deferral exception

or medical benefits exception is intended to be excepted under the involuntary pay exception as specified in Treasury Regulation Section 1.409A-1(b)(9)(iii). For purposes of the application of Treasury

Regulation Section 1.409A-1(b)(4) (or any successor provision), each payment in a series of payments will be deemed to be a separate payment. The Company makes no representation or warranty and shall have

no liability to you or any other person if any provisions of this Plan are determined to constitute deferred compensation subject to Code Section 409A but do not satisfy an exemption from, or the conditions of, such Section.

(iii) Section 280G. This Section 6(a)(iii) shall apply solely to Participants (if any) who are “disqualified

individuals” within the meaning of Section 1.280G-1, Q/A-15 of the Treasury Regulations (the “Applicable Participants”). In the event of an

event constituting a change in the ownership or effective control of the Company or ownership of a substantial portion of the assets of the Company described in Section 280G(b)(2)(A)(i) of the Code, the Company, at its sole expense, shall cause

its independent auditors promptly to review all payments, accelerations, distributions and benefits that have been made to or provided to, and are to be made, or may be made, to or provided to, the Applicable Participants under the Plan

(irrespective of whether Severance Benefits or other payments are then payable to such Participants at that time), and any other agreement or plan under which they may individually or collectively benefit (collectively the “Original

Payments”), to determine the applicability of Section 4999 of the Code to each of the Applicable Participants in connection with such event. The Company’s independent auditors will perform this analysis in conformity with the

foregoing provisions and will provide the affected Participants with a copy of their analysis and determination. Notwithstanding anything contained in this Plan to the contrary, to the extent that the Original Payments would be subject to the excise

tax imposed under Section 4999 of the Code (the “Excise Tax”), the Original Payments shall be reduced (but not below zero) to the extent necessary so that no Original Payment shall be subject to the Excise Tax, but only if,

by reason of such reduction, the net after-tax benefit received by an Applicable Participant shall exceed the net after-tax benefit received by him or her if no such

reduction was made. For purposes of the Plan, “net after-tax benefit” shall mean (a) the Original Payments which an Applicable Participant receives or is then entitled to receive from the

Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (b) the amount of all federal, state and local income taxes payable with respect to the foregoing calculated at the maximum

marginal income tax rate for each year in which the foregoing shall be paid to an Applicable Participant (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less

(c) the amount of the Excise Tax imposed with respect to the payments and benefits described in (a) above. If a reduction is required

by this provision, the payments and benefits shall be reduced in the following order: any cash severance to which the Applicable Participant becomes entitled (starting with the last payment due),

then other cash amounts that are parachute payments (starting with the last payment due), then any stock option awards that have exercise prices higher than the then-fair market value price of the stock (based on the latest vesting tranches), then

restricted stock and restricted stock units based on the latest awards scheduled to be distributed, and then other stock options based on the latest vesting tranches. The fees and expenses of the Company’s auditor for its services in

connection with the determinations and calculations contemplated by this provision will be borne by the Company.

(b) Non-Assignability. In no event may any current or former employee of the Company sell, transfer, anticipate, assign or otherwise dispose of any right or interest under the Plan. At no time will any such right or

interest be subject to the claims of creditors nor liable to attachment, execution or other legal process.

Mandated and Other Benefits. Any advance notice or benefits provided under this Plan shall, to the fullest extent permitted by law, be considered to be in satisfaction of, rather than in addition to, any federal, state or local requirement

(including advance notice requirements included in individual employee agreements and requirements under the Worker Adjustment and Retraining Notification Act (also known as “WARN”) and similar state or local statutes) to provide

advance notice or severance-type benefits. To the extent that notice or benefits provided under this Plan cannot be considered in satisfaction of any such requirements, the amount of notice and benefits otherwise payable under this Plan in excess of

the minimum severance of two (2) weeks base salary shall be reduced by the amount of notice and benefits that are required to be given by federal, state or local law or applicable contractual requirements.

(d) No Right to Employment. This Plan does not provide you with (i) any right to continue employment with the Company or any

designated successor employer (whether in your current or any other position), (ii) any current or future right to receive an offer of employment with the Company or any designated successor employer, or (iii) affect the right of you or the

Company to terminate your employment at any time, with or without cause.

(e) Source of Payments. All severance benefits will be

paid in cash from the general funds of the Company; no separate fund will be established under the Plan; and the Plan will have no assets. No right of any person to receive any payment under the Plan will be any greater than the right of any other

general unsecured creditor of the Company.

(f) No Vested Rights. Neither you nor other person shall have any vested rights under

the Plan and nothing herein shall be construed as giving any employee any nonforfeitable or vested rights to any benefits hereunder; provided, however, that if you have received a Notice of Separation prior to the amendment or termination of the

Plan, you shall not have your Severance Benefits reduced by reason of such amendment or termination. Nothing in the Plan shall be construed as giving an employee of the Company a right to receive any benefit other than the benefits specifically

provided under the terms of the Plan. Nothing in the Plan shall be construed to limit in any manner the right of the Company to discharge, demote, downgrade, transfer, relocate, or in any other manner treat or deal with any person in its employ,

without regard to the effect such treatment or dealing may have upon such person as someone who might otherwise have become (or remained) a participant in the Plan, which right is hereby reserved. No benefits shall be deemed to accrue under the Plan

at any time except the time at which they become payable under the Plan, and no right to a benefit under the Plan shall be deemed to vest prior to your Separation Date.

(g) Clawback.

(i) Notwithstanding any other provision of the Plan, your rights to any payments under the Plan will be discontinued and forfeited, the

Company will have no further obligation under the Plan to you, and you must return 90% of the gross amounts previously paid to you under this Plan, in addition to forfeiting all future payments otherwise payable hereunder, if you (or, as applicable,

your estate) violate the terms the Separation Agreement and General Release or confidentiality, non-solicitation, non-disparagement and

non-competition agreement between you and the Company, with the remaining 10% serving as consideration for your Separation Agreement and General Release.

(ii) Notwithstanding any other provision of the Plan, any Severance Benefits under this Plan shall be subject to any Company clawback policies

that the Company has adopted, or otherwise may adopt after the Effective Date, to the extent permissible under applicable law.

(h)

Effect on Other Plans and Agreements. Subject to Section 3(d), participation in this Plan has no effect on your rights under any other employee benefit plan sponsored by the Company such as any pension or profit-sharing, medical, dental

or hospitalization, life insurance, accidental death, disability, bonus, incentive compensation, or vacation / paid time off pay plan. Subject to Section 3(d), employee rights under those benefit plans are governed solely by their terms, and

you should review those plans to ascertain your rights (if any) under them. This Plan has no effect on your Continuing Obligations, each of which, for the avoidance of doubt, continue in full force and effect.

(i) Controlling Law. Except as may be otherwise provided in the contracts incorporated by reference into the Plan, the provisions of

the Plan shall be construed, administered and enforced according to ERISA and, to the extent not preempted, by the laws of the State of Georgia. If any provision of the Plan shall be held illegal or invalid for any reason, such illegality or

invalidity shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if such illegal and invalid provisions had never been set forth in the Plan.

7. ADDITIONAL PLAN INFORMATION

The following information

is required to be provided to you under ERISA.

Plan Name:

Americold Logistics, LLC Amended and Restated Executive Severance Benefits Plan

Type of Plan:

Unfunded welfare benefit plan

Plan Sponsor:

Americold Logistics, LLC

Identification Numbers:

[ ]

Plan Year:

January 1 – December 31

Plan Administrator:

Americold Logistics, LLC

10 Glenlake

Parkway

South Tower, Suite 600

Atlanta, GA 30328-7250

(678) 441-1400

Attn:

Chief Human Resources Officer

Agent for Service of

Legal Process

Americold Logistics, LLC

10 Glenlake

Parkway

South Tower, Suite 600

Atlanta, GA 30328-7250

(678) 441-1400

Attn:

Chief Legal Officer

Funding Mechanism

Severance benefits are paid out of the Company’s general assets.

STATEMENT OF ERISA RIGHTS

The Employee Retirement Income Security Act of 1974 (“ERISA”) was enacted to help assure that all employer-sponsored group benefits

programs conform to standards set by Congress. The Americold Logistics, LLC Executive Severance Benefits Plan is covered by ERISA and an employee who is a participant in this Plan is entitled to certain rights and protections. ERISA provides that

all Plan participants shall be entitled to examine, without charge, at the Company’s business office, all Plan documents and copies of all documents filed by the Plan with the U.S. Department of Labor, such as detailed annual reports and to

obtain copies of all Plan documents and other Plan information, if applicable, upon written request to the Company. The Company may make a reasonable charge for the copies. The Company is required by law to furnish each participant with a copy of

this summary annual report, if applicable.

In addition to creating rights for Plan participants, ERISA also sets forth certain duties for the people who

are responsible for the operation of the Plan. The people who operate the Plan are called “fiduciaries” of the Plan. They have a duty to operate the Plan prudently and in the best interests of you and other Plan participants and

beneficiaries. No one, including your employer, or any other person, may fire you or otherwise discriminate against you to prevent you from either obtaining any Plan benefit or exercising your rights under ERISA. However, neither the existence of

the Plan nor this summary plan description constitutes an employment contract or affects the right of the Company to lawfully terminate your employment.

If your claim for a Plan benefit is denied in whole or in part, you must receive a written explanation of the reasons for the denial. You have the right to

have the Plan Administrator review and reconsider your claim.

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you

request materials from the Plan and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 per day until you receive the

materials (unless the materials were not sent because of reasons beyond the control of the Plan Administrator). If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or federal court. If it

should happen that Plan fiduciaries do not fulfill their responsibilities under ERISA, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court.

The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees (for example, if the

court finds your claim is frivolous).

If you have any questions about the Plan, you should contact the Plan Administrator. If you have any questions

about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Company, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in

your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about

your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

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dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 3 such as an Office Park

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine3

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

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xbrli:normalizedStringItemType

Balance Type:

Period Type:

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

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Data Type:

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