permitted by benefit plans of the Company and its subsidiaries, and applicable law, the continuation of health insurance benefits under COBRA for Mr. Grass and his family for a maximum of 18 months after the date of termination or until Mr. Grass is covered by or eligible for coverage under another health insurance policy, if that occurs earlier than 18 months. In the event any outstanding equity awards issued to the 2018 Stock Incentive Plan are not assumed in connection with a change of control, such awards will immediately vest in accordance with the terms of the 2018 Stock Incentive Plan. All payments and benefits due to Mr. Grass, other than any portion of unpaid base salary and any payment or benefit otherwise required by any rule or regulation issued by any state or federal governmental agency, will be contingent upon Mr. Grass’s execution of a general release of all claims to the maximum extent permitted by law against the Company, its affiliates and their respective and former directors, employees and agents to the Severance Agreement.

If any payments, awards or benefits are owed to Mr. Grass in connection with a change of control as described in the second bullet point above, then Mr. Grass will not be entitled to any payment or benefit as a result of termination by Mr. Grass for Good Reason or by the Company other than for Cause (not in connection with a change of control) described in the first bullet point above. If Mr. Grass is eligible for payments, awards or benefits in connection with a change of control and for the retirement benefits described in the third bullet point above, then he will be awarded the payments, awards or benefits associated with a change of control and will not be entitled to any retirement benefits; in addition, if, following the end of the relevant performance period for the performance-based RSAs that Mr. Grass received, the number of Eligible RSAs that would have vested in the case of Mr. Grass’s retirement is greater than the number of performance-based RSAs that actually vested, then Mr. Grass will also be entitled to the positive difference thereof.

Generally, a change of control will have the same meaning under the Severance Agreement as defined under the 2018 Stock Incentive Plan.

“Good Reason” means, generally, the occurrence of any of the following without Mr. Grass’s consent: (a) Mr. Grass is not vested with the powers and authority of the Chief Financial Officer, or there is a significant change by the Company in Mr. Grass’s functions, duties or responsibilities which would cause his position to become of less responsibility or scope; (b) a material reduction by the Company in Mr. Grass’s base salary; (c) the Company requires Mr. Grass to move his residence more than fifty miles from El Paso, Texas; or (d) any successor refuses to assume