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Departure of Directors or Certain

On November4, 2015, Heritage Insurance Holdings, Inc. (the Company) entered into (i)an Amended and Restated Employment Agreement(the Lucas Agreement) with Bruce Lucas, pursuant to which Mr.Lucas will continue to serve as Chief Executive Officer of the Company, (ii)anAmended and Restated Employment Agreement(the Widdicombe Agreement) with Richard Widdicombe, pursuant to which Mr.Widdicombe will continue to serve as President of the Company, and (iii)an Employment Agreement (the Rohde Agreement) with Stephen Rohde, pursuant to which Mr.Rohde will continue to serve as Chief Financial Officer of the Company.

Lucas Employment Agreement

The term of the Lucas Agreement extends until December31, 2020, unless earlier terminated in accordance with its terms. Mr.Lucas is entitled to (i)an annual base salary of $2.0 million commencing in 2016 (subject to annual cost of living and inflation-based adjustments), (ii)an incentive bonus under the Heritage Insurance Holdings, Inc. Omnibus Incentive Plan (the Plan) of $1.75 million for each calendar year beginning in 2016, subject to the Companys achievement of at least $50 million in EBITDA for such year and (iii)an annual cash bonus under the Companys EBITDA bonus pool with a target amount equal to the greater of (A)$2.5 million or (B)the remainder of the Companys bonus pool after paying all employee bonuses. In connection with the Lucas Agreement, Mr.Lucas received a grant of 750,000 shares of restricted stock which vest in equal annual installments of 150,000 shares beginning on November4, 2016.

In the event Mr.Lucas is terminated by the Company without cause, Mr.Lucas would be entitled to receive the remaining, regularly scheduled cash and share-based compensation payments under the Lucas Agreement. If the Lucas Agreement expires and the Company does not offer Mr.Lucas a new employment agreement at a...