Exhibit 10.20

PHOENIX EDUCATION PARTNERS, INC.

SENIOREXECUTIVESEVERANCEPAYPLAN

(EffectiveOctober8,2025,asamendedonJuly9,2026)

PHOENIX EDUCATION PARTNERS, INC.

SENIOREXECUTIVESEVERANCEPAYPLAN

TABLEOFCONTENTS

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PHOENIX EDUCATION PARTNERS, INC.

SENIOREXECUTIVESEVERANCEPAYPLAN

ThePhoenixEducationPartners,Inc.SeniorExecutiveSeverancePayPlanashereinafter set forth shall be effective with respect to Eligible Employees who incur an Involuntary Termination onorafter October 8, 2025 (the “EffectiveDate”).

ThisPhoenixEducationPartners,Inc.SeniorExecutiveSeverancePayPlanwasadopted and approved by the Board of Directors (the “Board”) of Phoenix Education Partners, Inc. on October 7, 2025, as amended July 9, 2026.

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ARTICLE I

DEFINITIONS

Thefollowingtermsasusedhereinshallhavethe meaningssetforthbelow:

(a)

“Accrued Obligations” means, as of any date, the sum of a Participant’s accrued BasePay,theamountofanyAnnualBonusOpportunityearnedinayearendedbeforethedateof the Participant’s termination of employment but not yet paid to the Participant as of the employment termination date (other than amounts that he or she has elected to defer or that have beenautomaticallydeferred,ifany),anyaccruedbutunpaidvacationpay,unreimbursedexpenses for which proper documentation is provided, and any other vested amounts and benefits that are tobepaidorprovidedtotheParticipantbyanyEmployerunderanyEmployer’splans(otherthan this Plan), but which have not yet been paid or provided (as applicable).

(b)

“Administrator” or “Plan Administrator” shall mean the Compensation Committee or such other committee or subcommittee of the Board, if any, duly appointed to administerthePlanandhavingsuchpowersineachinstanceasshallbespecifiedbytheBoard.If, at any time, there is no committee of the Board then authorized or properly constituted to administerthePlan,theBoardshallexerciseallofthepowersoftheAdministratorgrantedherein, and, in any event, the Board may in its discretion exercise any or all of such powers.

(c)

“Affiliate”shallmeananypersonwithwhomtheCompanywouldbeinagroupof commonlycontrolledcorporationsorotherbusinessesthatincludetheCompany,asdeterminedin accordance with Code Sections 414(b) and (c) and the Treasury Regulations thereunder, except that in applying Code Sections 1563(1), (2) and (3) for purposes of determining the controlled group of corporations under Code Section 414(b), the phrase “at least50percent”shallbeused insteadof“atleast80percent”eachplacethelatterphraseappearsinsuchsections,andinapplying Section 1.414(c)-2 of the Treasury Regulations for purposes of determining trades or businesses thatareundercommon controlforpurposesofCodeSection414(c),thephrase“atleast50percent” shallbeusedinsteadof“atleast80percent”eachplacethelatterphraseappearsinSection1.414(c)-2 of the Treasury Regulations.

(d)

“Annual Bonus Opportunity” shall mean the total bonus payment a Participant wouldearn duringthefiscalyearifallbonus metricsareachieved atorabove100%. TheAnnual Bonus Opportunity is typically expressed as a percentage of annual Base Pay and, for certain executive positions, may include the potential for an upside payment in excess of 100% in the event of an overachievement of certain financial metrics.

(e)

“Annual Long-Term Incentive” shall mean the total equity value a Participant would be awarded during the fiscal year utilizing market benchmarking data consistent with the benchmarking approach utilized when making the award in the immediately preceding year, or utilizing the market median target for that role, as provided most recently by the Company’s compensation consultant, whichever is higher.

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(f)

“Base Pay” shall mean a Participant’s gross annual base salary calculated on the basis oftheannual rateofbasesalary in effect for him orherat thetimeofhis orherInvoluntary Termination. “Base Pay” shall not include any forms of faculty pay or any forms of extra compensation, such as bonuses, cost-of-living and other allowances, any award paid to the Participant under any incentive compensation plan of any Employer, any compensation attributabletostockoptions,restricted stockunits orotherequityorequity-based awards and any other contribution or payment by any Employer pursuant to any retirement, profit-sharing, disabilityorsurvivorincomeplan,healthorwelfareplan, lifeinsuranceplan,fringebenefitsplan or similar plan.

(g)

“Change in Control” means the first of the following to occur: (i) a Change in Ownership oftheCompany, (ii)aChange in EffectiveControl oftheCompany, or(iii)a Change intheOwnershipofAssetsoftheCompany,asdescribedhereinandconstruedinaccordancewith Code Section 409A.

(i)

A “Change in Ownership of the Company” shall occur on the date that any one Person acquires, or Persons Acting as a Group acquire, ownership of the capital stock of the Company that, together with the stock held by such Person or Group, constitutes more than 50% of the total fair market value or total voting power of thecapitalstockoftheCompany.However,ifanyonePersonis,orPersonsActing as a Group are, considered to own more than 50%, on a fully diluted basis, of the total fair market value or total voting power of the capital stock of the Company, theacquisitionofadditionalstockbythesamePersonorPersonsActingasaGroup is not considered to cause a Change in Ownership of the Company or to cause a Change in Effective Control of the Company (as described below). An increase in the percentage of capital stock owned by any one Person, or Persons Acting as a Group, as a result of a transaction in which the Company acquires its stock in exchange for property will be treated as an acquisition of stock.

(ii)

A“ChangeinEffectiveControloftheCompany”shalloccuronthedateeither (A)amajorityofmembersoftheBoardisreplacedduringany12-monthperiodby directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election, or (B) any onePerson,orPersonsActingasaGroup,acquires(orhasacquiredduringthe12-month period ending on the date of the most recent acquisition by such Person or Persons) ownership of stock of the Company possessing 50% or more of the total voting power of the stock of the Company.

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(iii)

A“ChangeintheOwnershipofAssetsoftheCompany”shalloccuronthedate thatanyonePersonacquires,orPersonsActingasaGroupacquire(orhasorhave acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons), assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions.Forthispurpose,grossfairmarketvaluemeansthevalueoftheassets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

ThefollowingrulesofconstructionapplyininterpretingthedefinitionofChangeinControl:

(i)

A “Person” means any individual, entity or group within the meaning of Section 13(d)(3)or14(d)(2)oftheSecuritiesExchangeActof1934,asamended,otherthan employee benefit plans sponsored or maintained by the Company and by entities controlledbytheCompanyoranunderwriter,initialpurchaserorplacementagent temporarily holding the capital stock of the Company pursuant to a registered public offering.

(ii)

Persons will be considered to be Persons Acting as a Group (or Group) if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisitionofstock,orsimilarbusinesstransactionwiththecorporation.IfaPerson ownsstockinbothcorporationsthatenterintoamerger,consolidation,purchaseor acquisition of stock, or similar transaction, such shareholder is considered to be actingasaGroupwithothershareholdersonlywithrespecttotheownershipinthat corporationbeforethetransactiongivingrisetothechangeandnotwithrespectto the ownership interest in the other corporation. Persons will not be considered to beactingasaGroupsolelybecausetheypurchaseassetsofthesamecorporationat the same time or purchase or own stock of the same corporation at the same time, or as a result of the same public offering.

(iii)

AChangeinControlshallnotincludeatransfertoarelatedpersonasdescribedin Code Section 409A or a public offering of capital stock of the Company.

(iv)

For purposes of the definition of Change in Control, Section 318(a) of the Code applies to determine stock ownership. Stock underlying a vested option is considered owned by the individual who holds the vested option (and the stock underlyinganunvestedoptionisnotconsideredownedbytheindividualwhoholds theunvestedoption). For purposesof theprecedingsentence,however,ifa vested option is exercisable for stock that is not substantially vested (as defined by

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Treasury Regulation §1.83-3(b) and (j)), the stock underlying the option is not treated as owned by the individual who holds the option.

(h)

“ChangeinControlDate”meansthefirstdateonwhichaChangeinControl occurs before the termination of the Plan.

(i)

“ChangeinControlPeriod”meanstheperiodbeginningthree(3)monthspriorto theChangeinControlDateandendingtwenty-one(21)monthsaftertheChangeinControlDate.

(j)

“COBRACoverageCosts”shallmeanthelumpsumamountcalculatedand payable pursuant to Article II, Section B of the Plan to a Participant.

(k)

“Code”shallmeantheInternalRevenueCodeof1986,asamendedfromtimeto time.

(l)

“Company” shall mean Phoenix Education Partners, Inc.

(m)

“Effective Date” shall mean October 8, 2025, the date on which the Plan becomes effective.

(n)

“EligibleEmployee”shallmeananEmployeewhoisaGrade17-20Employee.

(o)

“Employee”shallmeananindividualwhoisintheemployofatleastoneEmployer, subjecttothecontrolanddirectionoftheemployerentityastoboththeworktobeperformedand the manner and method of performance.

(p)

“Employer”shallmean the Company and any Affiliate any of whose Employees are Participants in the Plan. The term "Employer" includes any successor to the Company or an Employer.

(q)

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

(r)

“Good Reason” shall mean, except as otherwise set forth in a Participation AgreementapplicabletoaParticipant(ifany),anyofthefollowingactionstakenbyanEmployer without the Participant’s express prior written consent:

(i)

a material reduction by the Employer of the Participant’s Base Pay (other than in a broad-based reduction similarly affecting all other members of the Company’s executive management);

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(ii)

therelocationoftheParticipant’sPrincipalPlaceofEmploymentby an Employer without the Participant’s consent and in a manner that increases the Participant’s one-way commute by more than twenty-five (25) miles as compared to the Participant’s then-current Principal Place of Employment immediately prior to such relocation; or

(iii)

afailureoftheCompanytohaveasuccessorininteresttothe CompanyassumetheobligationstotheParticipantunderthisPlaninallmaterialrespects;

provided, however, that, any such termination by the Participant shall only be deemed for Good Reason pursuant to this definition if: (1) the Participant gives the Company written notice of the Participant’s intent to terminate for Good Reason within thirty (30) days following the Participant’s learningoftheoccurrenceofthecondition(s)thattheParticipantbelievesconstitute(s)GoodReason, which notice shall describe such condition(s); (2) the Company (or Employer, as applicable) fails to remedy such condition(s) within thirty (30) days following receipt of the written notice (the “Cure Period”);and(3)theParticipantvoluntarilyterminatestheParticipant’semploymentwithinthirty (30) days following the end of the Cure Period. For the avoidance of doubt, any change in the entity structure of the Company or any other Employer, including as a result of a reorganization of the CompanyoranyEmployer,whichdoesnotresultinamaterialadversechangetotheParticipant’srole or level of title, shall not constitute Good Reason.

(s)

“Involuntary Termination” shall mean (i) the unilateral termination of the Participant’s employment by any Employer for any reason other than a Termination for Cause or (ii)theterminationoftheParticipant’semploymentbytheParticipantforGoodReason;provided, however, in no event shall an Involuntary Termination be deemed to occur in the event the Participant’semploymentterminatesbyreasonofParticipant’sdeathordisability.Inaddition, an InvoluntaryTerminationshallnotbedeemedtooccurifaParticipant’semploymentisterminated by any Employer by reason of the Participant’s failure to accept an alternate position offered by another Employer or a purchaser (in connection with the Change in Control)if (1) there is no changetotheParticipant’sPrincipalPlaceofEmployment;(2)eachoftheParticipant’sBasePay, Annual Bonus Opportunity and Annual Long-Term Incentive in the alternate position is not less than 100% of each of the Participant’s Base Pay, Annual Bonus Opportunity and Annual Long-Term Incentive in the former position with the Employer; and (3) thealternate position will not result in a material reduction in the Participant’s title, duties, responsibilities, reporting relationships, budget responsibility, management scope and authority level (together, “Comparable Employment Position”).

(t)

“Outplacement Services” means career transition planning, career coaching, resumeandinterviewpreparationandsimilarservicestobemadeavailableattheEmployer’scost following a Participant’s Involuntary Termination.

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(u)

“Participant”shallmeananindividualwho(i)hasbeendesignatedasaparticipant in the Plan by the Administrator, subject to Article II, Section A, and (ii) at the time of his or her InvoluntaryTerminationisanEligibleEmployee.AnEligibleEmployeewhoseemploymentwith anEmployerterminatesforanyreasonotherthananInvoluntaryTermination,including(without limitation) any of the following reasons, shall not be a Participant in the Plan and shall not be entitledtoanyseverance benefitshereunder:(1)transferto employmentwithanothermemberof theEmployerthatconstitutesaComparableEmploymentPosition,(2)avoluntaryresignationthat is not due to Good Reason, (3) a Termination for Cause, (4) death or disability, (5) retirement (other than a retirement that is a direct result of an Involuntary Termination) or (6) temporary layofforamilitaryleaveofabsence,exceptthatif(duringsuchabsencefromwork)anInvoluntary Termination of his or her Eligible Employee status occurs, then the Eligible Employee shall be eligibleforSeverancePayasaresultofsuchInvoluntaryTermination.AParticipantceasestobe such on the date he or she ceases to be eligible for any further Severance Pay pursuant to the provisions of Article II hereof.

(v)

“Plan”shallmeanthisPhoenixEducationPartners,Inc.SeniorExecutiveSeverance Pay Plan, as amended from time to time.

(w)

“Plan Year” shall mean the calendar year or such other period as the Company shall from time to time determine.

(x)

“Principal Place of Employment” shall mean a location where a job is based, includingbutnotlimitedtoremoteorathomeworklocationswithintheUnitedStates.In addition,fromtimetotime,anEmployerhasgrantedandinthefuturemaygrantaParticipant’s requesttoworkfromanotherphysicallocationonotherthanatemporarybasis(asdefinedbelow), asamatterofpersonalconveniencetotheParticipant.Anysuchchangeinworklocationshallnot amount to a change in the Participant’s Principal Place of Employment for purposes of this Plan, unlesstheEmployeragreesinwritingatthetimetheEmployerapprovestherequestthatachange in Participant’s Principal Place of Employmentwillresult.Thelocation at which aParticipantis workingonotherthanatemporarybasis,asoftheEffectiveDateofthisPlan,inclusiveofanywork from home or remote work locations, shall be considered the Participant’s Principal Place of Employment for purposes of this Plan.For purposes of this definition, “temporary basis” shall meanaperiodoftimethatistypicallynotmorethansix(6)months,butmayfromtimetotime extend to a longer but estimable period of time, which is known to Participant and the Employer at the time Participant changes his or her work location on a temporary basis.

(y)

“Separation from Service” shall mean the Participant’s cessation of Employee status and shall bedeemed to occurforpurposes ofthePlan at such timeas thelevel ofhis orher bona fide services to be performed as an Employee (or non-employee consultant) permanently decreasesto alevelthat isnotmorethantwentypercent (20%)oftheaveragelevelofservices he orsherenderedasan Employeeduringtheimmediatelyprecedingthirty-six(36)months(orsuch shorter period for which he or she may have rendered such service).Any such determination as to Separation from Service, however, shall be made in accordance with the applicable standards of the Treasury Regulations issued under Code Section 409A.In addition to the foregoing, a Separation from Service

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will not be deemed to have occurred while an Employee is on military leave, sick leave or other bona fide leave of absence if the period of such leave does not exceed six (6) months or any longer period for which such Employee is, either by statute or contract, provided with a right to reemployment with any Employer; provided, however, that in the event of an Employee’s leave of absence due to any medically determinable physical or mental impairmentthatcanbeexpectedtoresultindeathortolastforacontinuousperiodofnotlessthan six (6) months and that causes such individual to be unable to perform his or her duties as an Employee, no Separation from Serviceshall bedeemed to occurduring the first twenty-nine (29) monthsofsuchleave.Iftheperiodofleaveexceedssix(6)months(ortwenty-nine(29)monthsin the event of disability as indicated above) and the Employee is not provided with a right to reemploymenteitherbystatuteorcontract,thensuchEmployeewillbedeemedtohaveaSeparation fromServiceonthefirstdayimmediatelyfollowingtheexpirationofsuchsix(6)-monthortwenty-nine (29)-month period.

(z)

“SeverancePay” shall mean the amount payablepursuant to Article II, Section A ofthePlantoaParticipantwhoceasesemploymentwithan Employer byreasonofanInvoluntary Termination.

(aa)“Specified Employee” shall mean a Participant who is, pursuant to procedures establishedbythePlanAdministratorinaccordancewiththeapplicablestandardsofCodeSection 409A and the Treasury Regulations thereunder and applied on a consistent basis for all non-qualifieddeferredcompensationplansofanyEmployersubjecttoCodeSection409A,deemedat the time of his or her Separation from Service to be a “specified employee” under Code Section 409A.TheSpecifiedEmployeesshallbeidentifiedonDecember31ofeachcalendaryearandshall include each Participant who is a “key employee” (within the meaning of that term under Code Section 416(i)) at any time during the twelve (12)-month period ending with such date.A Participant who is so identified as aSpecified Employeewill havethat status forthetwelve(12)-month period beginning on April 1 of the following calendar year.

(bb)“Target Annual Bonus” shall mean the bonus payment a Participant would earn duringthefiscalyearifallbonus metricsareachieved at100%. TheTarget Bonus Opportunityis typically expressed as a percentage of annual Base Pay.

(cc)“Termination for Cause” shall mean the termination of an Eligible Employee’s service or employment with an Employer for one or more of the following reasons (each such reason, “Cause”):

(i)

willful, material and continued failure or refusal to perform the material duties and responsibilities required of his or her position with the Employer that, if curable, is not cured within 30 days after the Employer Group CompanydeliverstotheEligibleEmployeewrittennoticespecifyingthenatureof such failure or refusal;

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(ii)

a material breach of a materialEmployer policy, including those governing employee conduct and procedures (including, by way of example only, policies regarding equal employment, anti-harassment and anti-discrimination), which breach, if curable, is not cured within 30 days after the EmployerdeliverstotheEligibleEmployeewrittennoticespecifyingthenatureof such breach;

(iii)

theEligibleEmployee’sunlawfuluse(includingbeingunder the influence) or possession of illegal drugs on the premises of an Employer or whileperformingdutiesfortheEmployer,ortheEligibleEmployee’shabitualuse of alcohol or other legal substances that materially interfere with the performance of the Eligible Employee’s duties;

(iv)

conviction of or pleading guilty or nolo contendere to any felony or any misdemeanor involving theft, fraud, embezzlement, dishonesty, misappropriation of property or a depraved or immoral act;

(v)

commission of any act of fraud against, or the material misappropriation of material proprietary information or material property belonging to any Employer;

(vi)

willfulmisconduct,grossnegligenceorrecklessdisregardof the Eligible Employee’s duties for an Employer that materially injures (or is reasonablylikelytomateriallyinjure)thebusiness,reputationorfinancial condition of any Employer ; or

(vii)

amaterialbreachbytheParticipantofamaterialprovisionofany agreement heorshemay haveat the time with any Employer, including (without limitation) any restrictive covenant, employment, proprietary information, non-disclosure or confidentiality agreement.

Notwithstandingtheforegoing,Causeshallnotincludetheconvictionof,orpleaofguilty or nolo contendere to, any misdemeanor offense involving theft, fraud, embezzlement, dishonesty, misappropriationofproperty,oranydepravedorimmoralact,ifsuchoffense (a) arises from conduct that is technical, inadvertent or de minimis (e.g., petty offenses, minormisstatements, isolated errors in judgment) and is fully remedied, discharged or resolvedwithoutongoingmaterialconsequencetoanyEmployer,or(b)isminorinnature (reasonably viewed in light of all the facts and circumstances), does not involve the Employer, its Affiliates, or their business operations anddoes not materially impair the Eligible Employee’s ability to perform his or her duties or materially harm the reputation or legitimate business interests of the Employer.

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ARTICLE II

PARTICIPATIONANDPLANBENEFITS

A.

Participation. Each Eligible Employee shall become a Participant in the Plan on the first date (not earlier than the Effective Date) on which he or shehasbeendesignatedbytheAdministratorasanEligibleEmployeewho is eligible to participate; provided, however, that the Administrator may require that an Eligible Employee deliver to the Company, within such timeframeasmaybespecifiedbytheAdministrator,asignedParticipation Agreement, in which case the Eligible Employee will not become a Participant unless and until the Eligible Employee complies with such requirement within the time period specified by the Administrator.A Participant becomes eligible for benefits under the Plan if, outside of or during the Change in Control Period, the Participant has an Involuntary Termination and remains an Eligible Employee at the time of such Involuntary Termination.

B.

Payment of Accrued Obligations: Unless payable under the payment timing provisions of an Employer’s plan (other than this Plan), which in suchcircumstancesshallthenbecontrolledbytheapplicableEmployerplan terms, upon any Involuntary Termination the Employer shall pay the Participant all Accrued Obligations in a single lump sum payment within 15 days after the date of Involuntary Termination, or such earlier date as required by applicable law.

C.

Severance Pay.The amount of Severance Pay to which an Eligible EmployeemaybecomeentitledunderthisPlanuponhisorherInvoluntary Termination shall be as follows:

(1)

Severance Pay upon Involuntary Termination not during a Change in Control Period:If a Participant has an Involuntary Termination, then unless subsection C(2) applies, the Participant shall be eligible for the following Severance Pay:

•

Grade 17 Eligible Employee.A Grade 17 Eligible Employeeshall be eligible to receive Severance Pay equal to 0.5 times his or her Base Pay.

•

Grade 18 Eligible Employee.A Grade 18 Eligible EmployeeshallbeeligibletoreceiveSeverancePayequalto 0.75 timeshisorherBasePay.

•

Grade 19 Eligible Employee.A Grade 19 Eligible EmployeeshallbeeligibletoreceiveSeverancePayequalto thesumof(i)1.0timeshisorherBasePayplus(ii)1.0times his or her Target Annual Bonus.

•

Grade 20 Eligible Employee.A Grade 20 Eligible Employee shall be eligible to receive Severance Pay equal to the sum of (i) 1.5 times his or her Base Pay plus (ii) 1.5 times his or her Target Annual Bonus.

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The Severance Pay to which a Participant becomes entitled under this Article II, Section C(1) shall be paid in a single lump sum in accordance with the provisions of Article II, Section G(1) below. Such payment shall be subject to the collection of all applicable withholdingtaxesbyanyEmployer,andtheParticipantshallreceive only theportion of such payment remaining after such withholding taxes have been collected.

(2)

SeverancePayuponInvoluntaryTerminationduringaChange inControlPeriod:IfaParticipanthasanInvoluntaryTermination during a change in Control Period, then the Participant shall be eligible for the following Severance Pay:

•

Grade 17 Eligible Employee.A Grade 17 Eligible Employeeshall be eligible to receive Severance Pay equal to 0.75 times his or her Base Pay.

•

Grade 18 Eligible Employee.A Grade 18 Eligible EmployeeshallbeeligibletoreceiveSeverancePayequalto 1.0timeshisorherBasePay.

•

Grade 19 Eligible Employee.A Grade 19 Eligible EmployeeshallbeeligibletoreceiveSeverancePayequalto thesumof(i)1.5timeshisorherBasePayplus(ii)1.5times his or her Target Annual Bonus.

•

Grade 20 Eligible Employee.A Grade 20 Eligible Employee shall be eligible to receive Severance Pay equal to the sum of (i) 2.0 times his or her Base Pay plus (ii)2.0 times his or her Target Annual Bonus.

The Severance Pay to which a Participant becomes entitled under this Article II, Section C(2) shall be paid in a single lump sum in accordance with the provisions of Article II, Section G(2) below. Such payment shall be subject to the collection of all applicable withholdingtaxesbyanyEmployer,andtheParticipantshallreceive only theportion of such payment remaining after such withholding taxes have been collected.

(3)

Severance Offsets.The amount of Severance Pay payable to a Participant under Article II, Section C(1) or Article II, C(2) hereof, asapplicable,shallbereduced,totheextentpermittedbyapplicable

lawandnototherwiseincontraventionofanyapplicableacceleration prohibitionimposedunderCodeSection409A,by(i)anymonies a Participant owes to any Employer, and (ii) by the amount of severancepayorotherseverancebenefitspayabletotheParticipant pursuant to any other plan of any Employer or any agreement in

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effect between any Employer and theParticipant so that there shall be no duplication of severance benefits under such plan or agreement and this Plan.

In further clarification of the foregoing offset provisions, should there be any other severance benefit arrangement in effect for a Participant on the Effective Date of this Plan or should any other severance benefit arrangement be established for a Participant in connectionwithhisorhercommencementofemploymentwithany Employer, whether before or after such Effective Date, then the terms and provisions of that other severance benefit arrangement (including without limitation the form of payment and the commencement or payment date) shall supersede and replace the terms and provisions of this Plan to the extent that other arrangement provides for severance benefits at the time of the Participant’s Involuntary Termination that are equal to orgreater than the amount of Severance Pay payable under the Plan, and no benefits shall be provided under this Plan that would duplicate those other severance benefits.

(4)

Non-duplication.NoParticipantshallbeentitledtobenefitsunder both Article II, Section C(1) and Article II, Section (C)(2).

D.

COBRA Coverage Costs.The Company shall make a lump sum cash payment to each Participant at Grade Level 17 or above who becomes entitledtoSeverancePay underthePlan.Thelumpsumcashpaymentwill beinanamountdeterminedbymultiplying(X)theamountbywhich(i)the monthlycostthatwouldbepayablebytheCompany (or any Employer),as measured as of the date of his or her Involuntary Termination, to obtain continued medical, dental and vision care coverage for the Participant and hisorherspouseand eligible dependents under the Employer’s employee grouphealthplan,pursuanttotheirCOBRArights,atthelevelineffectfor each of them on the date of such Involuntary Termination exceeds (ii) the monthly amount payable at such time by a similarly-situated executive whose employment with an Employerhas not terminated to obtain group health care coverage at the same level by (Y) the number of months calculated by multiplying the multiple of Base Pay used to calculate the Participant’s Severance Pay under the Plan by 12 (for example, if a ParticipantiseligibleforSeverancePayconsistingof0.75timesBasePay, the Participant will be eligible for 9 months of COBRA Coverage Costs (0.75 * 12 = 9)).The Company shall pay such lump sum amount to the ParticipantonthesamedatehisorherSeverancePayispaidin accordance withArticleII,SectionG(1)orArticleII,Section(2)below,asapplicable. Notwithstandingtheforegoing,suchlumpsumpaymentshallbesubjectto thedelayed commencementdateprovisionsof Article III,SectionAofthe Plan, to the extent applicable.Such lump sum shall constitute taxable income to the Participant and shall be subject to the collection of all applicable withholding taxes by any Employer, and the Participant shall receiveonlytheportionofsuchpaymentremainingaftersuchwithholding taxes have been collected.It shall be the sole responsibility of the Participant and his or her spouse and eligible dependents to obtain actual COBRA coverage under any Employer’s group health care plan.

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E.

OutplacementServices.OutplacementServicesshallbeprovidedunderthis Plan as follows:

(1)

OutplacementServicesinGeneral.AParticipantinthisPlanmay be eligible for Outplacement Services as follows:

•

Grade 17 Eligible Employee.A Grade 17 Eligible EmployeeshallbeeligibletoreceiveOutplacementServices for a period of six (6) months following the date on which the Participant’s Involuntary Termination occurs.

•

Grade 18 Eligible Employee.A Grade 18 Eligible EmployeeshallbeeligibletoreceiveOutplacementServices for a period of six (6) months following the date on which the Participant’s Involuntary Termination occurs.

•

Grade 19 Eligible Employee.A Grade 19 Eligible Employeeshall beeligibleto receive Outplacement Services for a period of twelve (12) months following the date on which the Participant’s Involuntary Termination occurs.

•

Grade 20 Eligible Employee.A Grade 20 Eligible EmployeeshallbeeligibletoreceiveOutplacementServices for a period of twelve (12) months following the date on which the Participant’s Involuntary Termination occurs.

(2)

Limitation.NoOutplacementServiceswillbeprovidedbeyondthe date that is twelve (12) months following the date on which the Participant’s Involuntary Termination occurs.

F.

Requirement of Complete And Permanent Release and RestrictiveCovenants.Notwithstanding any provision of the Plan to the contrary, a Participant’s entitlement to Severance Pay, COBRA Coverage Costs, and OutplacementServicesis contingentupontheParticipant’stimelysigning, delivery and non-revocation of a complete and permanent general release of all claims against all Employers and their affiliates and related parties (the“Release”).TheReleasemaysubjecttheParticipanttocertain confidentiality, non-solicitation, non-disparagement and non-compete covenants in such form and substance as the Company deems appropriate (except the Release may not include any new non-solicitation or non-competecovenantsthatwerenotineffectpriortothedateofanInvoluntary TerminationthatoccursduringaChangeinControlPeriod).AParticipant’s failure to comply on a timely basis with such Release requirement shall render such individual ineligible to receive any severance pay or other benefits under the Plan.

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OnthedateoftheParticipant’sInvoluntaryTerminationorwithinfifteen (15) days thereafter, the Company shall furnish such Participant with a letterthatdescribesthebenefitsofthePlanasapplicabletotheParticipant (the “Severance Letter”).With the Severance Letter the Company shall also forward the appropriate form of Release to be executed by the Participant.

Ifageforty(40)orolder,theParticipantshallhavetwenty-one(21)calendar days from the date the Participant is provided with the Release to review, sign and return that Release to the Company.However, if the Severance Pay is provided under this Plan in connection with an event that the Company in its discretion determines is a program affecting a group or class of Eligible Employees within the meaning of 29 USC Section 626(f)(1)(F)(ii), the Participant shall have forty-five (45) calendar days from the date the Participant is provided with the Release to review, sign andreturnthatReleaseto theCompany.Ineithercase,theParticipantwill haveseven(7)daysfromthedatetheParticipantreturnsthesignedRelease to revokeand void theReleaseby giving written noticeofhis orherintent to do so to the Company. The Release does not become effective or enforceable until the seven (7)-day revocation period has expired.

If under age forty (40), the Participant shall have fourteen (14) calendar days from the date the Participant is provided with the Release to review, sign and return that Release to the Company, and such Release shall be effectiveandenforceableimmediatelyupondeliveryofthesignedRelease to the Company without any applicable revocation period.

G.

TermsofPayment.ProvidedtheParticipantreturns,withintheapplicable time period provided under Article II, Section F, the Release required to receive benefits under the Plan and does not revoke that release during the applicable revocation period, the Severance Pay will be paid as follows:

(1)

Involuntary Termination not during a Change in Control Period.The Severance Pay paid upon a Participant’s Involuntary Termination that does not occur during aChangein Control Period will be paid in a single lump sum on the first regularly scheduled pay date in effect for the salaried employees of the applicable Employerthatoccurswithintheseventy-five(75)-dayperiod

measuredfromthedateoftheParticipant’sSeparationfromService due to his or her Involuntary Termination on which the Release deliveredbytheParticipantinaccordancewithArticleII,SectionF is effective following the expiration of the applicable maximum review/delivery/return and revocation periods to which the Participant is entitled under the Plan and any applicable law with respecttosuchRelease,oronsuchsubsequentdatethereafterasthe Companymaydetermineinitssolediscretion,butinnoeventshall such payment be paid later than the fifteenth (15th) day of the third (3rd) calendar month following the date of the Participant’s Separation from Service.For purposes of Code Section 409A, the Severance Pay payable pursuant to this Article II, Section G(1) is intended to constitute a “Short-Term Deferral Payment” for purposes of Article IIIofthePlan.Innoevent shalltheParticipant

14

haveanyrighttocontrolordesignatethecalendaryearinwhichthe payment of his or her Separation Pay shall commence.

(2)

Involuntary Termination during a Change in Control Period.The Severance Pay paid upon a Participant’s Involuntary Termination that occurs during a Change in Control Period will be paid in a single lump sum on the first regularly scheduled pay date ineffectforthesalariedemployeesoftheapplicableEmployerthat occurswithintheseventy-five(75)- day period measured from the date of the Participant’s Separation from Service due to his or her Involuntary Termination on which the Release delivered by the Participant in accordance with Article II, Section F is effective following the expiration of the applicable maximum review/delivery/return and revocation periods to which the Participant is entitled under the Plan and any applicable law with respecttosuchRelease,oronsuchsubsequentdatethereafterasthe Companymaydetermineinitssolediscretion,butinnoeventshall such payment be paid later than the fifteenth (15th) day of the third (3rd) calendar month following the date of the Participant’s Separation from Service.For purposes of Code Section 409A, the Severance Pay payable pursuant to this Article II, Section G(2) is intended to constitute a “Short-Term Deferral Payment” for purposes of Article IIIofthePlan.Innoevent shalltheParticipant haveanyrighttocontrolordesignatethecalendaryearinwhichthe payment of his or her Separation Pay shall commence.

H.

Confidentiality, Non-Solicitation, Non-Disparagement, and Non-Competition. If the Participant violates any confidentiality, non-solicitation, non-disparagement, or non-competition provisions in the Releaseoranyotheragreementbetweenany Employer andtheParticipant, the Participant shall not be entitled to Severance Pay, COBRA Coverage Costs, or Outplacement Services. If the Participant violates any confidentiality,non-solicitation,non-disparagement,ornon-competition provisions in the Release or any other agreement between any Employer and the Participant, the Participant shall repayorreturnallSeverancePay, COBRA Coverage Costs and the costs of any Outplacement Services provided to the Participant.

I.

OtherBenefits.ExceptasprovidedinthisPlanortotheextentrequiredby lawortheapplicableprovisionsofanemployeebenefitprogram,coverage underallemployeebenefitprogramsmaintainedbyany Employer will cease onthedateoftheParticipant’sterminationofemployment.TheParticipant shall, however, have such rights as are required by law or the applicable provision of an employee benefit program with respect to the applicable Employer’s employee benefit programs, including the right to elect COBRA coverage under the Employer’s health benefit programs.

J.

WindowBenefits.TheCompanymayestablishwindowbenefitsthatshall be applicable for limited periods of time and may be applicable to limited groupsofEligibleEmployees.Theprovisionsofsuchwindowbenefitmay bemorefavorableorlessfavorablethantheprovisionthatwouldotherwise beapplicabletotheParticipantintheabsenceof

15

suchwindowbenefit.The window benefit provisions shall, during the period for which they are in effect, supersede any other Plan provisions.

K.

Cessation of Severance Pay Upon Reemployment.A Participant who experiences a Separation from Service and who is re-employed by an EmployerpriortothedateonwhichtheParticipant’sSeverancePayispaid shall not be entitled to receive Severance Pay in connection with that Separation from Service.

L.

Recoupment Policy. The payments and benefits provided under this Plan shall be subject to recovery under any clawback, recovery or recoupment policywhichtheCompanyoranyparentoraffiliatethereofmayadoptfrom time to time, any policy which the Company or any parent or affiliate may be required to adopt under Section 954 of the Dodd-Frank Wall Street ReformandConsumerProtectionActorotherapplicablelawandtherules and regulations of the U.S. Securities and Exchange Commission thereunderortherequirementsofanynationalsecuritiesexchangeonwhich the Company’s or parent’s or an affiliate’s common stock may be listed.

M.

LimitationonBenefits.

(1)

In the event it shall be determined that any payment or distribution by any Employer to or for the benefit of the Participant (whether paid or payable or distributed or distributable pursuant to the terms of this Plan or otherwise) (a “Payment”) would be nondeductible bytheEmployerforFederalincometaxpurposesbecauseofSection 280G of the Code, then the aggregate present value of amounts payableordistributabletoorforthebenefitoftheParticipant

pursuant to this Plan (“Plan Payments”) shall be reduced to the ReducedAmountif,andonlyif,byreasonofsuchreduction,thenet after-taxbenefitreceivedbytheParticipant,takingintoaccountthe applicablefederal,state,localandforeignincome,employmentand other taxes, is greater than the net after-tax benefit that would be received by the Participant if no such reduction was made, taking into account the applicablefederal, state, local and foreign income, employment and other taxes, including the excise tax imposed by Section 4999 of the Code. The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Plan Payments without causing any Payment to be nondeductible by any Employer because of Section 280G of the Code. Such reduction shall be applied before any reduction of any other payments that are not Plan Payments unless the plan or agreement calling for such payments expressly provides to the contrary making specific reference to this Plan. Anything to the contrary notwithstanding, if the Reduced Amount under the Plan is zeroanditisdetermined furtherthatanyPaymentthatisnotaPlan PaymentwouldneverthelessbenondeductiblebyanyEmployerfor Federal incometax purposes becauseof Section 280G of theCode, then the aggregate present value of Payments which are not Plan Payments shall also be reduced (but not below zero) to an amount expressed in present value which maximizes the aggregate present valueofPaymentswithoutcausinganyPaymenttobenondeductible

16

bytheEmployerbecauseofSection280GoftheCode.Forpurposes ofthisSection,presentvalueshallbedeterminedinaccordancewith Section 280G(d)(4) of the Code.

(2)

TheAdministratorshallselectafirmofcertifiedpublicaccountants of national standing, (the “Accounting Firm”), which may be the firmregularlyauditingthefinancialstatementsoftheCompany.The AccountingFirmshallmakealldeterminationsrequiredtobemade underthisSectionandshallprovidedetailedsupportingcalculations to the Company and theParticipant within 30 days after the date of termination of employment or such earlier time as is requested by theCompany.AnysuchdeterminationbytheAccountingFirmshall be binding upon the Company and the Participant. The Accounting Firm shall determine how much of the Plan Payment or Payments, as the case may be, shall be eliminated or reduced consistent with therequirementsofthisArticleII,SectionMandanysuchreduction shallapplyfirsttolumpsumcashamountspayablepursuanttothis Plan in the form of the Severance Pay. Subject to the terms of this Plan,withinfivebusinessdaysthereafter,theCompanyshallpayto or distribute to or for thebenefit of the Participant such amounts as are then due to the Participant under this Plan.

(3)

As a result of the uncertainty in the application of Section 280G of the Code at the time of the initial determination by the Accounting FirmortheCompanyhereunder,itispossiblethatPlanPaymentsor Payments,asthecasemaybe,willhavebeenmadebyanEmployer which should not have been made (“Overpayment”) or that additional Plan Payments or Payments, as the case may be, which will not have been made by an Employer could have been made (“Underpayment”), in each case, consistent with the calculations required to be made hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal RevenueServiceagainsttheParticipantwhichtheAccountingFirm believes has a high probability of success determines that an Overpayment has been made, promptly on notice and demand the ParticipantshallrepaytotheEmployeranysuchOverpaymentpaid ordistributedbytheEmployertoorforthebenefitoftheParticipant together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no such amountshallbepayablebytheParticipanttotheEmployerifandto the extent such payment would not either reduce the amount on which the Participant is subject to tax under Section 1 and Section 4999oftheCodeorgeneratearefundofsuchtaxes.Intheeventthat the Accounting Firm, based upon controlling precedent or other substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Employer to or for the benefit of the Participant together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code.

17

ARTICLE III

TAXMATTERS

A.

An Employer may withhold from any amounts payable under this Plan or from any other amount due a Participant any federal, state, local and other income, employmentandothertaxesthatarerequiredtobewithheldpursuanttoanyapplicablelaw or regulation.

B.

The intent of the Employers is that payments and benefits under this Plan are exempt from or comply with Code Section 409A and, accordingly, to the maximum extentpermitted,thisPlanshallbeinterpretedinaccordancewiththatintent.Totheextent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Participant and the Employer of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company or any Employer be liable for any additional tax, interest or penalty that may be imposed on a Participant or Employee by Code Section 409A or damages for failing to comply with Code Section 409A.

C.

Notwithstanding any provision to the contrary in Article II or any other Article of the Plan, other than Article III, Sections D and E below, no severance benefit payable under the Plan (or component thereof) that is deemed to constitute an item of “nonqualified deferred compensation”within themeaning ofCodeSection409Aand that is otherwise payable in connection with a Participant’s Separation from Service shall be paid to the Participant until the earlier of (i) the first day of the seventh (7th) month following the date of such Participant’s Separation from Service or (ii) the date of his or her death, if the Participant is deemed at the time of such Separation from Service to be a Specified Employee and such delayed commencement is otherwise required in order to avoidaprohibiteddistributionunderCodeSection409A(a)(2).Upontheexpirationofthe applicable delay period, all payments delayed pursuant to this Article III, Section Cshall bepaidinalumpsumtotheParticipant,andanyremainingseverancebenefitsshallbepaid in accordance with the applicable provisions of Article II.

D.

Notwithstanding Article III, Section C above, the delayed commencement date provisions of such Article III, Section C shall not be applicable to (i) any severance paymentsunderArticleIIthatqualifyasShort-TermDeferralPaymentsexemptfromCode Section 409A or any other severance benefits hereunder that qualify for such exemption, as determined by the Company in its sole discretion and (ii) the portion of a Participant’s Severance Pay and COBRA Coverage Costs otherwisesubjecttoCodeSection409Athat does not in the aggregate exceed the dollar limit described below and that is otherwise scheduledto bepaidinconnectionwithsuchParticipant’sSeparationfromServicebutnot laterthanthelastdayofthesecond(2nd)calendaryearfollowingthecalendaryearinwhich suchSeparationfromServiceoccurs,asdeterminedbytheCompanyinitssolediscretion. Accordingly,thepaymentsdescribedintheforegoingclauses(i)and(ii)ofthisArticleIII, Section D shall be paid to the Participant as they become due and payable in accordance with the payment provisions of Article II. For purposes of clause (ii) of this Article III, SectionD,theapplicabledollarlimitationwillbeequaltotwo(2)timesthelesserof(A)

18

the Participant’s annualized compensation (based on his or her annual rate of pay for the taxable year preceding the taxable year of his or her Separation from Service, adjusted to reflectanyincreaseduringthattaxableyearthatwasexpectedtocontinueindefinitelyhad such Separation from Service not occurred) or (B) the compensation limit under Code Section 401(a)(17) as in effect in the year of the Separation from Service.

E.

Article III, Sections C and D shall not apply to the lump sum payment of COBRA Coverage Costs to the extent the dollar amount of that payment does not exceed the applicable dollar amount in effect under Code Section 402(g)(1)(B) for the calendar year in which the Participant’s Separation from Service occurs.

F.

Tothe extentthat reimbursementsor other in-kind benefitsunder thisPlan constitute“nonqualifieddeferredcompensation”forpurposesofCodeSection409Aofthe Code, (A) all expenses or other reimbursements hereunder shall be made on before to the lastdayofthetaxableyearfollowingthetaxableyearinwhichsuchexpenseswereincurred by the Participant, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

G.

Whenever this Plan specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Employer and the Participant shall have no right to directly or indirectly specifythedateofpayment,providedthat ifthetimingofthepaymentortheprovisionof any benefit that is considered “nonqualified deferred compensation” under Code Section 409A of the Code is contingent on the lapse or expiration of the revocation period for the release required under Article II, Section F and such revocation period could lapse either in the same year or in the following year, the actual date of payment or benefit within the specified period shall be in such following year.

H.

Notwithstanding any other provision of the Plan to the contrary, no distribution shall be made from the Plan that would constitute an impermissible accelerationofpaymentasdefinedinCodeSection409A(3)andtheTreasuryRegulations thereunder.

I.

NointerestshallbepaidonanySeverancePayorCOBRACoverageCosts for which a delayed commencement date is required in accordance with the foregoing provisions of this Article III.

19

ARTICLEIV

NON-ALIENATIONOFPLANBENEFITS

Except as provided by applicable law, no amounts or benefits payable or to be provided toanyParticipantundertheprovisionsofthePlanshallbesubjectinanymannertoanticipation, alienation,sale,transfer,assignment,pledge,encumbranceorcharge,andanyattempt so to anticipate,alienate,sell,transfer,assign,pledge,encumber,orchargethesameshallbevoid, nor shallanysuchamounts or benefits be in any manner liable for or subject to the debts, contracts, liabilities, engagements, or torts of any Participant.

IfanyParticipantis,inthejudgmentoftheAdministrator,unabletotakecareofhisorher affairsforanyreasonwhatsoever,includingmentalcondition,illnessoraccident,anyamountsor benefits payable underthe Plan may bepaid to the guardian or other legal representative of such Participant or to such other person or institution who, in the opinion of the Administrator, is then maintaining or has custody of such Participant.Such payment shall constitute a full discharge with respect thereto and the Administrator shall have sole discretion in determining to whom such payment shall be made and in changing the payee from time to time.

20

ARTICLEV

FUNDSFROMWHICHPLANBENEFITSAREPAYABLE

The Plan shall be unfunded.All Severance Pay, COBRA Coverage Costs and Outplacement Services intended to beprovidedunderthePlanshallbepaidfromtimetotime fromthegeneralassetsoftheCompanyandpaidinaccordancewiththeprovisionsofthePlan.

21

ARTICLE VI

CLAIMPROCEDURE

ThePlanAdministratorshallestablishaclaimsprocedurethatsatisfiestherequirementsof 29 CFR Section 2560.503-1 as applicable to a severance pay plan subject to ERISA.The Plan Administratorhasfullandcompletediscretionary authoritytodecideanymatterpresentedthrough theclaimsprocedureandthefinaldecisionbythePlanAdministratorshallbebindingonallparties to the maximum extent allowed by law.

22

ARTICLEVII

THE ADMINISTRATOR

ThegeneraladministrationofthePlanshallbevestedintheAdministratorwhoshallbe the Plan Administrator for purposes of ERISA.

TheAdministratormayemploycounsel,actuariesandagentsandengagesuchclerical, medical and actuarial services as the Administrator deems expedient.

All expenses incurred by the Administrator in the administration of the Plan, including compensationofthecounsel,agentsandagenciesastheAdministratormayappointoremploy, shall be paid by the Company.

23

ARTICLE VIII

ACCOUNTSANDRECORDS

TheAdministratorshallkeepsuchaccountsandrecordsasitmaydeemnecessaryorproper in the performance of its duties as administrator of the Plan.

24

ARTICLE IX

INTERPRETATIONOFPROVISIONS

TheAdministratorshallhavefullandcompletediscretionarypowerandauthorityto determinethe amount of any SeverancePay, COBRACoverage Costs, and Outplacement Services, ifany, payableunderthePlan and all othermatters arising in theadministration, interpretation and application of the Plan.

The Plan is intended to comply with the applicable requirements of Code Section 409A and the Treasury Regulations thereunder.Payments and benefits to Plan Participants are also intended, where possible, to comply with the “short term deferral exception” and the “involuntaryseparationpayexception”toCodeSection409A.Accordingly,theprovisionsofthe Planapplicabletosuch payments and benefits and the determination of the Participant’s Separation from Service due to his or her Involuntary Termination shall be applied, construed and administered so that those benefits qualify for one or both of those exceptions, to the maximum extent allowable.However, to the extent any payment or benefit under the Plan is deemed to constitute an item of deferred compensation subject to the requirements of Code Section 409A, the provisions of the Plan applicable to that payment or benefit shall be applied, construed and administered so that such payment or benefit is made or provided in compliance with the applicable requirements of Code Section 409A.In addition, should there arise any ambiguity as to whether any other provisions of the Plan would contravene one or more applicable requirements or limitations of Code Section 409A and the Treasury Regulations thereunder,suchprovisionsshallbeinterpreted,administeredandappliedinamanner that complies with the applicable requirements of Code Section 409A and the Treasury Regulations thereunder.

25

ARTICLEX

AMENDMENTORTERMINATIONOFPLAN

Subject to the provisions of this Article X, the Administrator reserves the right to amend or terminatethePlan,anyParticipationAgreementissuedpursuanttothePlanorthebenefitsprovided hereunder at any time for any reason with or without notice; provided, however, that the Company may not amend or terminate the Plan with respect to, and no amendment or termination will apply to, any Participant who would be adversely affected thereby if such amendment or termination occurs during, or would otherwise take effect during, a Change in Control Period, unless such Participant consents in writing to such amendment or termination.

Any action amending or terminating the Plan or any Participation Agreement will be in writing and executed by aduly authorized officer oftheCompany. Notwithstanding theforegoing, if the Department of Labor issues a ruling or other guidance that has the effect of final and binding reclassification of the Plan as an “employee pension benefit plan” under ERISA, then this Plan will beautomaticallyterminatedretroactiveasoftheeffectivedateforwhichthePlanisdeterminedtobe an employee pension benefit plan (except as otherwise noted herein).

26

ARTICLEXI

NOCONTRACTOFEMPLOYMENT

The adoption and maintenance of the Plan shall not be deemed to constitute a contract betweenanyEmployerandanyEligibleEmployeeortobeaconsiderationfor,oraninducement orconditionof,theemploymentofanyperson.Nothinghereincontainedshallbedeemedtogive anyEligibleEmployeetherighttoberetainedintheserviceofanyEmployerortointerferewith therightsoftheEmployertodischargeanyEligibleEmployeeatanytime.NoEligibleEmployee shall, because of the Plan, become entitled to any offer of relocation, lateral transfer, downgrade with pay protection, or any other term of employment.

27

ARTICLE XII

FORMS; COMMUNICATIONS

A.

The Administrator shall provide such appropriate forms as it may deem expedient in the administration of the Plan.

B.

All communications concerning the Plan shall be in writing addressed to the Administratorat such address as theAdministratormay from timeto timedesignate, and no such communication shall be effective for any purpose unless received by the Administrator.

C.

The Administrator shall issue a summary plan description to the Eligible Employees describing the Plan.In the event of any conflict between the terms of the Plan, as set forth in the Plan and as set forth in the summary plan description, the Plan shall control.

28

ARTICLE XIII

GOVERNINGLAW

The Plan shall be governed by and construed in accordance with the laws of the State of Arizona,excepttotheextentthatthelawsoftheUnitedStates(includingERISA)takeprecedence and preempt state laws.

29

ARTICLEXIV

ERISACOMPLIANCEPROVISIONS

(A)

SummaryPlanDescriptionProvisions.

General Information. This document also serves as the summary plan description for the Plan. The following is additional information about the Plan.

StatementofERISARights.AsaParticipantinthePlan,youareentitledtocertainrightsand protections under the ERISA. ERISA provides that all Plan Participants shall be entitled to:

1.

ReceiveInformationAboutYourPlanandBenefits

(a)

Examine, without charge, at the Plan Administrator’s office and at other specified locations, such as worksites, all documents governing the Plan, includingacopyofthelatestannualreport(Form5500Series)filedbythePlan withtheU.S.DepartmentofLaborandavailableatthePublicDisclosureRoom of the Employee Benefits Security Administration.

(b)

Obtain, upon written request to the Plan Administrator, copies of documents governingtheoperationofthePlan,includingcopiesofthelatestannualreport (Form 5500 Series) and updated summary plan description. The administrator may make a reasonable charge for the copies.

(c)

ReceiveasummaryofthePlan’sannualfinancialreport,ifapplicable.ThePlan AdministratorisrequiredbylawtofurnisheachParticipantwithacopyofthis summary annual report.

30

2.

PrudentActionsbyPlanFiduciaries

InadditiontocreatingrightsforPlanParticipants,ERISAimposesdutiesuponthepeoplewho are responsible for the operation of the employee benefit plan. The people who operate your plan, called“fiduciaries”ofthePlan,haveadutytodosoprudentlyandintheinterestofyouandotherPlan Participantsandbeneficiaries.Noone,includingyouremployer,oranyotherperson,mayfireyouor otherwise discriminate against you in any way to prevent you from obtaining a welfare benefit or exercising your rights under ERISA.

3.

EnforceYourRights

Ifyourclaimforawelfarebenefitisdeniedorignored,inwholeorinpart,youhavearightto know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents or the latest annual report 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 a 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 suitinastateorFederalcourt.Ifyouarediscriminatedagainstforassertingyourrights,youmayseek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decidewhoshouldpaycourtcostsandlegalfees.Ifyouaresuccessfulthecourtmayordertheperson youhavesuedto pay thesecosts andfees. Ifyoulose,thecourtmayorderyoutopay thesecostsand fees, for example, if it finds your claim is frivolous.

4.

AssistancewithYourQuestions

If you have any questions about your Plan, you should contact the Plan Administrator. If you haveanyquestionsaboutthisstatementoraboutyourrightsunderERISAorifyouneedassistancein obtaining documents from the Plan Administrator, 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.DepartmentofLabor,200ConstitutionAvenueN.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.

31

EXHIBIT A

PARTICIPATIONAGREEMENT

This PARTICIPATION AGREEMENT (this “Agreement”) is entered into as of , 20, between Phoenix Education Partners, Inc. (the “Company”) and (the “Participant”)(jointly,the“Parties”)pursuanttowhichtheParticipantacceptsparticipationinthe Phoenix Education Partners, Inc. Senior Executive Severance Pay Plan (the “Severance Plan”) subject to the terms and conditions thereof as amended from time to time.

TheParticipantisherebydesignatedbytheAdministrator(asdefinedundertheSeverancePlan)asa Grade [●] Eligible Employee under the Severance Plan.

The Participant acknowledges and agrees that the Severance Plan and this Participation Agreement supersede all prior plans, agreements (including employment agreements in effect on or prior to the effective date of the Severance Plan (the “Effective Date”)), or other arrangements, in each case, withrespecttomattersrelatedtoseverancebenefitsorenhancedseverancepaymentswhetherornot before, on or after a Change in Control (as defined in the Severance Plan), effective as of the Effective Date.

[ForpurposesoftheParticipant’sparticipationintheSeverancePlanthefollowingdefinition replaces the definition of “Good Reason” set forth in the Severance Plan:

“GoodReason”shallmeananyofthefollowingactionstakenbyanEmployerwithoutthe Participant’s express prior written consent:

(a)

amaterialreductionbytheEmployeroftheParticipant’sBasePay(otherthaninabroad-based reduction similarly affecting all other members of the Company’s executive management), Annual Bonus Opportunity or Annual Long-Term Incentive;

(b)

therelocationoftheParticipant'sPrincipalPlaceofEmploymentbyanEmployerwithout the Participant's consent and in a manner that increases the Participant's one-way commute by more than twenty-five (25) miles as compared to the Participant's then-current Principal Place of Employment immediately prior to such relocation;

(c)

a material breach by the Employer of any employment agreement or any other material written agreement between the Participant and the Employer concerning the terms and conditions of the Participant’s employment;

(d)

a material reduction in the Participant’s duties, authority, or responsibilities for an Employer relative to the Participant’s duties, authority, or responsibilities for the Employer in effect immediately prior to such reduction, or a materially adverse change to the Participant’s title or to the position to which the Participant is required to report, provided,however,thatreasonablechangestotheParticipant’stitle,reportingstructure, or the allocation, addition, elimination, or modification of job functions shall not constitute Good Reason so long as such changes are made in good faith and the Participantcontinuestohaveduties,authority,andresponsibilitiesthat,intheaggregate, are consistent with the Participant’s position as a senior executive at the same level of the Employer; or

A-1

(e)

afailureoftheCompanytohaveasuccessorininteresttotheCompanyassumethe

obligationstotheParticipantunderthisPlaninallmaterialrespects;

provided, however, that, any such termination by the Participant shall only be deemed for Good Reason pursuant to this definition if: (1) the Participant gives the Company written notice of the Participant’s intent to terminate for Good Reason within thirty (30) days followingtheParticipant’slearningoftheoccurrenceofthecondition(s)thattheParticipant believes constitute(s) Good Reason, which notice shall describe such condition(s); (2) the Company (or Employer, as applicable) fails to remedy such condition(s) within thirty (30) days following receipt of the written notice (the “Cure Period”); and (3) the Participant voluntarily terminates the Participant’s employment within thirty (30) days following the endoftheCurePeriod. Fortheavoidanceofdoubt,anychangeintheentitystructureofthe Company or any other Employer, including as a result of a reorganization of the Company oranyEmployer,whichdoesnotresultinamaterialadversechangetotheParticipant’srole or level of title, shall not constitute Good Reason.] 1

In addition, notwithstanding the terms of any equity incentive plan, grant notice or agreement governing any vested options to purchase common stock of the Company then held by the Participant (“Vested Options”), upon the Participation’s Termination without Cause or termination for Good Reason (as such terms are defined in the Plan), or the termination of the Participant’s employment with an Employer due to death or Disability (as defined in the Company’s 2025 Omnibus IncentivePlan), theperiod during which theParticipant may exercisesuch Vested Options willbeextendedthroughtheearlierof(i)[●]monthsfollowingsuchterminationofemploymentand

(ii)theapplicable expirationdateoftheoriginaltermofsuchVestedOptions.

INWITNESSWHEREOF,theCompanyandtheParticipanthaveexecutedthisParticipation Agreement as of the date first written above.

1TobeincludedinselectedParticipationAgreements,asdeterminedbytheAdministrator.

A-2