Veterinary Severance Plan Policy

Department	Legal Department
Department Head	Stefanie Box, Chief Legal Officer
Subject	Veterinary Severance Plan
Last Update	September 23, 2026
Subject Matter Experts	Katherine DeForest, Associate General Counsel, Labor & Employment - Legal
Data Classification	Public Internal ☑️ Restricted Personal Information
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1. Overview

This Veterinary Severance Plan (the “Plan”) is adopted by Pathway Vet Alliance, LLC, a Delaware limited liability company (the “Company”). The Plan provides qualifying veterinarians with certain benefits if their employment or service with the Company, or its Affiliates, is terminated under a qualifying termination. 

2. Definitions and Construction

2.1. Definitions

When used in capitalized form in the Plan, the following words and phrases have the following meanings, unless the context clearly indicates that a different meaning is intended:

2.2. Gender and Number

Words used in the masculine gender in the Plan are intended to include the feminine and neuter genders, where appropriate. Words used in the singular form in the Plan are intended to include the plural form, where appropriate, and vice versa.

3. Participation

An Eligible Employee shall become a Participant in the Plan after completion of such Eligible Employee’s first year of service with the Company in a full or part-time capacity. Notwithstanding the preceding, (i) there shall be no duplication of benefits between this Plan and the benefits due an employee of an Employer who is eligible for severance, involuntary termination or substantially similar benefits pursuant to applicable law or under any other plan, program, contract, agreement or arrangement with an Employer, and (ii) in the event of conflict or duplication between the Severance Benefits provided in Section 6 of this Plan and any severance benefits provided under such other arrangement, the more beneficial arrangement with respect to the amount of such severance for such employee that is compliant with or exempt from Section 409A shall control.

4. Qualifying Termination; Severance Benefits

4.1. Eligible Events

A Participant shall be entitled to receive Severance Benefits under the terms of this Plan if the Participant experiences a Qualifying Termination. A Participant shall not be entitled to Severance Benefits under this Plan if the Participant’s employment is terminated (i) by the Employer for Cause, (ii) by a Participant for any reason, or (iii) on account of the Participant’s death or Disability.

4.2. Severance Benefits

Provided that Participant signs, and does not subsequently revoke, a Release, if Participant experiences a Qualifying Termination:

(a)    Cash Severance.  The Company will pay a single lump sum payment in cash to a Participant no later than thirty (30) days after the Release Effective Date in an amount equal to the Cash Severance Payment corresponding to the applicable Participant’s Years of Completed Service as set forth below.

(b)    Medical, Dental and Vision Benefits.  The Company will pay a lump sum equal to the monthly premiums for medical, dental and vision coverage under COBRA at the time of the Participant’s Qualifying Termination, based on the Participant’s medical and dental coverage in effect immediately prior to the Qualifying Termination, multiplied by the number of months in the Benefits Coverage Period corresponding to the applicable Participant’s Years of Completed Service as set forth above.  Any lump sum paid under this Section 4.2 (b) shall be paid on or before the 30th day following the Release Effective Date, and such lump sum shall be considered a separate payment for purposes of Section 409A.

(c)    Withholdings.  All payments under this Section 4.2 will be reported as wages on an IRS Form W-2 and be subject to normal taxes and withholdings.

4.3. Death of Participant 

If Participant dies after a Qualifying Termination but before Participant receives full payment of the Severance Benefits entitled to the Participant under this Article 4, unpaid Severance Benefits will be paid to Participant’s estate.

5. Release

5.1. Generally

A Participant will not be entitled to any benefits under the Plan unless, at the time of the Participant’s Qualifying Termination, he or she executes and does not subsequently revoke a release satisfactory to the Company (a “Release”) releasing the Company, its Affiliates, subsidiaries, equity holders, directors, officers, employees, representatives, and agents and their successors and assigns from any and all claims the Participant or his or her successors and beneficiaries might then have against them (excluding any claims the Participant may have formally asserted under the Plan, or any employee benefit plan sponsored by the Company, prior to the termination date). The Release will be substantially in the form that is attached as Exhibit A to the Plan (with such changes therein to conform to applicable state law).

5.2. Time Limit for Providing Release

A Participant will execute and submit the Release to the Company within 30 days after the date of the Participant’s Qualifying Termination. However, if the Participant has a Qualifying Termination in connection with an exit incentive or other employment termination program offered to a group or class of employees, the Participant will have 50 days after the Participant terminates employment to execute and submit the Release to the Company. With respect to any payment under the Plan that is subject to Section 409A, if payment is otherwise due prior to the latest date on which the Release may become irrevocable and the period between separation from service and such date spans two calendar years, payment shall be made in the second of those two years.

5.3. Revocation of Release

Notwithstanding Participant’s execution of the Release, Participant may revoke Participant’s waiver and release of any claims based on the Age Discrimination in Employment Act (“ADEA”) covered by the Release within seven (7) days from the date Participant executes the Release.  Notice of revocation must be in writing or via e-mail and received by the Company, c/o Chief Legal Officer, 211 Walter Seaholm Drive, Suite 200, Austin, TX 78701, stefanie@thrivepet.com within the 7-day time period.

6. Administration, Interpretation, and Modification of Plan Administrator

Except as otherwise expressly provided in the Plan, the Administrator will be responsible for the administration of the Plan.

6.1. Duties

In addition to the duties specifically stated herein, the Administrator shall have full responsibility to represent the Employers and the Participants in all things it may deem necessary for the proper administration of the Plan. Subject to the terms of the Plan. Subject to the terms of the Plan, the decision of the Administrator, acting in its sole discretion, upon any question of fact, interpretation, definition or procedures relating to the administration of the Plan shall be conclusive. The Administrator shall have the following discretionary responsibilities under the Plan:

(a)  To construe and interpret the Plan, to determine the amount, manner and time of payment of any benefits under the Plan, to determine the terms and provisions of any agreements made pursuant to the Plan, and to remedy ambiguities, inconsistencies or omissions all in its sole and complete discretion;

(b)  To adopt such rules and procedures as may be necessary for the efficient administration of the Plan and as are consistent with the Plan, and to enforce the Plan in accordance with its terms and such rules;

(c)  To delegate its authority to such other committees or officers of the Employers as may be necessary or desirable for the efficient administration of the Plan;

(d)   To make determinations as to the right of any individual to a benefit and to direct payments or distributions in accordance with the provisions of the Plan;

(e)   To furnish the Employers and the Participants with such information as may be required by them for tax or other purposes in connection with the Plan;

(f)   To enroll Participants in the Plan, distribute and receive Plan administration forms and comply with all applicable governmental reporting and disclosure requirements; and

(g)  To employ agents, attorneys, accountants, actuaries or other persons (who also may be employed by the Employers), and to allocate or delegate to them such powers, rights and duties as the Administrator considers necessary or advisable to properly carry out the administration of the Plan, provided that any such allocation or delegation and the acceptance thereof must be in writing.

7. Claims

The Administrator will endeavor to administer the Plan fairly and consistently and to pay all benefits to which Participants are properly entitled. All claims for unpaid benefits should be made in writing to the Administrator. The Administrator may request additional information necessary to consider the claim further. If a claim is wholly or partially denied, the Administrator will notify the claimant of the adverse decision within a reasonable period of time, but not later than ninety (90) days after receiving the claim, unless the Administrator determines that special circumstances require an extension. In such case, a written extension notice shall be furnished before the end of the initial ninety (90) day period. The extension cannot exceed ninety (90) days. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Administrator expects to render the decision. The claim determination timeframes began when a claim is filed, without regard to whether all the information necessary to make a claim determination accompanies the filing. Any notice of denial shall include:

(a)    The specific reason or reasons for denial with reference to those specific Plan provisions on which the denial is based;

(b)    A description of any additional material or information necessary to perfect the claim and an explanation of why that material or information is necessary; and

(c)   A description of the Plan’s appeal procedures and timeframes, including a statement of the claimant’s right to bring a civil action under ERISA following an adverse decision on appeal.Procedure

A claimant, or a claimant’s authorized representative, may appeal a denied claim within sixty (60) days after receiving the Administrator’s notice of denial. A claimant has the right to:

(a)   Submit to the Administrator, for review, written comments, documents, records and other information related to the claim;

(b) Request, free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim; and

(c)   A review on appeal that takes into account all comments, documents, records, and other information submitted by the claimant, without regard to whether such information was submitted or considered in the initial claim decision.

The Administrator will make a full and fair review of the appeal and may require additional documents as it deems necessary in making such a review. A final decision on review shall be made within a reasonable period of time, but not later than sixty (60) days following receipt of the written request for review, unless the Administrator determines that special circumstances require an extension. In such case, a written extension notice will be sent to the claimant before the end of the initial sixty (60) day period. The extension notice shall indicate the special circumstances and the date by which the Administrator expects to render the appeal decision. The extension cannot exceed a period of sixty (60) days. The appeal timeframes begin when an appeal is filed, without regard to whether all the information necessary to make an appeal decision accompanies the filing. If an extension is necessary because the claimant failed to submit necessary information, the days from the date the Administrator sends the extension notice until the claimant responds to the request for additional information are not counted as part of the appeal determination period. The Administrator’s notice of denial on appeal shall include:

(d)  The specific reason or reasons for denial with reference to those Plan provisions on which the denial is based;

(e)      A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of all documents, records, and other information relevant to the claimant’s claim; and

(f)     A statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain information about such procedures, and a statement of the claimant’s right to bring an action under ERISA.

7.1. Payment of Claims

Any payment to a Participant shall to the extent thereof be in full satisfaction of all claims hereunder against the Employers, who may require such Participant or beneficiary, as a condition to such payment, to execute a receipt and release therefore in such form as shall be determined by the Employers.

8. Amendment or Termination of the Plan

8.1. Amendment

While the Company expects and intends to continue the Plan, the Company must necessarily reserve and hereby does reserve the right to amend the Plan from time to time; provided that any amendment shall be subject to the restrictions of Section 7.3.

8.2. Right to Terminate

The Plan will terminate as to all Employers on any date specified by the Company if written notice of the termination is given to the Administrator, the Participants and the Employers by the Company. The Plan will terminate as to an individual Employer (including the Company) on the first to occur of the following:

(a)     The date it is terminated by such Employer if written notice of the termination is given to the Company, the Participants, the other Employers and the Administrator;

(b)  The date such Employer is judicially declared bankrupt or insolvent; and

(c)    The dissolution, merger, consolidation or reorganization of such Employer, or the sale of all or substantially all of its assets, except that in any such event arrangements may be made with the consent of the Company whereby the Plan will be continued by any successor to such Employer or any purchaser of all or substantially all of its assets without a termination thereof, in which case the successor or purchaser will be substituted for such Employer under the Plan.

8.3. Effects of Termination or Amendment

No termination or amendment provided in Sections 7.1 or 7.2 shall adversely affect the rights or benefits in the Plan. In the event of an amendment to the Plan with respect to a Participant, the more beneficial provisions with respect to the amount of such Severance Benefit for such Participant shall be in effect.

9. Miscellaneous Provisions

9.1. Unfunded Plan

Nothing herein shall require the Employer to segregate or set aside any funds or other property for the purpose of paying any benefits under the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions by the Employers or the Administrator shall create, nor be construed to create, a trust of any kind or a fiduciary relationship between the Employer and the Participant or any other person. Benefits hereunder shall be paid from assets which shall continue, for all purposes, to be a part of the general, unrestricted assets of the Employer. The obligation of the Employer hereunder shall be an unfunded and unsecured promise to pay money in the future. To the extent that the Participant is entitled to receive payments from the Employer under the provisions hereof, such right shall be no greater than the right of any unsecured general creditor of the Employer, no such person shall have nor acquire any legal or equitable right, interest or claim in or to any property or assets of the Employer. It is intended that the Plan be unfunded for tax purposes and for purposes of Title I of ERISA.

9.2. Non-guarantee of Employment

None of the establishment of the Plan, any modification or amendment thereof, the creation of any fund or account, or the payment of any benefits shall be construed as giving to any Participant or other person any legal or equitable right against the Employers or the Administrator except as provided herein. Under no circumstances shall the maintenance of the Plan constitute a contract of employment or shall the terms of employment of any Participant be modified or in any way affected hereby. Accordingly, participation in the Plan will not give any Participant a right to be retained in the employ of the Employer.  Employment with the Company is at will unless otherwise stated in a written agreement signed by an authorized Officer of the Company.  This means that, as a matter of law, either the Company or the employee can terminate the employment at any time and for any reason, with or without notice.

9.3. Nonalienation of Benefits

The rights or interests of any Participant to any benefits or future payments under the Plan shall not be subject to attachment or garnishment or other legal process by any creditor of any such Participant nor shall any such Participant have any right to alienate, anticipate, commute, pledge, encumber or assign any of the benefits or rights which such Participant may expect to receive under the Plan, except as may be required by the tax withholding provisions of the Code or any applicable federal, state, local or foreign laws. If a Participant is indebted to the Employer at any time when payments are to be made by the Employer to the Participant under the provisions of the Plan, the Employer shall have the right to reduce the amount of payment to be made to the Participant (or the Participant’s beneficiary) to the extent of such indebtedness subject to compliance with Code Section 409A. Any election by the Employer not to reduce such payment shall not constitute a waiver of its claim for such indebtedness.

9.4. With Respect to Incapacitated Persons

If any person entitled to benefits under the Plan is under a legal disability, a minor or, in the Administrator’s opinion, incapacitated in any way so as to be unable to manage his or her financial affairs, the Administrator may direct the payment of such benefits to such person’s legal representative or to a relative or friend of such person for such person’s benefit, or the Administrator may direct the application of such benefit for the benefit of such person in any manner which the Administrator may select that is consistent with the Plan. Any payments made in accordance with the foregoing provisions of this Section 9.4 shall be a full and complete discharge of any liability for such payments.

9.5. Litigation

In any action or proceeding regarding any Plan benefits or the administration of the Plan, employees or former employees of the Employers and any other persons claiming to have an interest in the Plan shall not be necessary parties and shall not be entitled to any notice of process. Any final judgment which is not appealed or appealable and which may be entered in any such action or proceeding shall be binding and conclusive on the parties hereto and on all persons having or claiming to have any interest in the Plan. Acceptance of participation in the Plan shall constitute a release of the Employers, the Administrator and their agents from any and all liability and obligation not involving willful misconduct or gross neglect.

9.6. Headings

The headings of the various Articles and Sections in the Plan are solely for convenience and shall not be relied upon in construing any provisions hereof. Any reference to a Section shall refer to a Section of the Plan unless specified otherwise.

9.7. Evidence

Evidence required of anyone under the Plan shall be signed, made or presented by the proper party or parties and may be by certificate, affidavit, document or other information which the person acting thereon considers pertinent and reliable.

9.8. Waiver of Notice

Any notice required under the Plan may be waived by the person entitled to notice.

9.9. Withholding

Notwithstanding any other provisions of the Plan, the Employer shall withhold from any payment to be made under the Plan such amount or amounts as may be required for purposes of complying with the tax withholding provisions of the Code or any applicable federal, state, local or foreign laws.

9.10. Applicable Law

The Plan shall be construed in accordance with the laws of the State of Texas, without regard to its conflicts of laws doctrine, except to the extent preempted by Federal law.

9.11. Severability

Whenever possible, each provision of the Plan shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of the Plan is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, and the Plan shall be reformed, construed and enforced in such jurisdiction so as to best give effect to the intent of the Employers under the Plan.

9.12. Successors

The Plan is binding on all persons entitled to benefits hereunder and their respective heirs and legal representatives, on the Administrator and its successor, and on the Employers and their successors, whether by way of merger, consolidation, purchase or otherwise.

9.13. Other Employee Benefit Plans and Company Policy

Any benefit paid or payable under the Plan shall not be included in a Participant’s or employee’s compensation for computing benefits under any employee benefit plan maintained or contributed to by the Employer except as may otherwise be required under the terms of such employee benefit plan or applicable law.

9.14. Vested Right to Benefits

No employee or Participant shall have any vested right to Severance Benefits under the Plan.

9.15. Code Section 409A

(a)   The time and form of payment of the Participant’s Severance Benefits upon termination of employment described in Article IV shall be made in accordance with such Article, provided that with respect to termination of employment for reasons other than death, the payment at such time can be characterized as a “short term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Participant is a “specified employee” under Code Section 409A, such portion of the payment that constitutes deferred compensation (as such term is described under Code Section 409A) shall be delayed until the earlier to occur of the Participant’s death or the date that is six (6) months and one day following the Participant’s termination of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 8.16 shall be paid to the Participant in a lump sum, and any remaining payments due under Article IV, shall be payable at the same time and in the same form as such amounts would have been paid in accordance with their original payment schedule under such Article. For purposes of applying the provisions of Code Section 409A, each separately identified amount to which the Participant is entitled shall be treated as a separate payment.

(b)    The time or schedule of any payment or amount scheduled to be paid pursuant to the terms of the Plan that is a “deferral of compensation” (as such term is described under Code Section 409A), may not be accelerated except as otherwise permitted under Code Section 409A and the guidance and Treasury regulations issued thereunder.

(c)    The taxable year in which any in-kind benefit is paid shall be determined in the sole discretion of the Employer, and the Participant shall not be permitted, directly or indirectly, to designate the taxable year of payment. All reimbursements and in-kind benefits provided pursuant to this Plan shall be made in accordance with Treasury Regulation   1.409A-3(i)(1)(iv) such that any reimbursements or in-kind benefits will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, (a) the amounts reimbursed and in-kind benefits provided under this Plan, other than total reimbursements that are limited by a lifetime maximum under a group health plan, during a Participant’s taxable year may not affect the amounts reimbursed or in-kind benefits provided in any other taxable year, the reimbursement of an eligible expense shall be made on or before the last day of the Participant’s taxable year following the taxable year in which the expense was incurred, and (c) the right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for another benefit.

(d)    To the extent that the Company requires a release of claims pursuant to Section 3.3 prior to the receipt of Severance Benefits, the release shall be delivered by the Company to the Participant no later than seven (7) days following the date of the Participant’s Termination, and the Participant must execute (without revocation) and return the release to the Company such that the release is irrevocable on or prior to the date that is sixty (60) days after the date of the Participant’s Termination.

(e)    The Plan and the Severance Benefits provided hereunder are intended to comply with Code Section 409A, to the extent applicable thereto. Notwithstanding any provision of the Plan to the contrary, the Plan shall be interpreted and construed consistent with this intent. Notwithstanding the foregoing, the Employers shall not be required to assume any increased economic burden in connection therewith. Although the Employers and the Administrator intend to administer the Plan so that the Plan and the Severance Benefits provided hereunder comply with the requirements of Code Section 409A, to the extent applicable thereto, neither the Employers nor the Administrator represents or warrants that the Plan or the Severance Benefits provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Employers, their Affiliates, nor their respective directors, officers, employees or advisers shall be liable to any Participant (or any other individual claiming a benefit through the Participant) for any tax, interest, or penalties the Participant may owe as a result of participation in the Plan, and the Employers and their Affiliates shall have no obligation to indemnify or otherwise protect any Participant from the obligation to pay any taxes pursuant to Code Section 409A.