Common use of At-Will Employment; Severance Clause in Contracts

At-Will Employment; Severance. You will have no set term of employment, and your employment will be at will. If your employment is terminated before a Change in Control either by the Company without Cause or by you for Good Reason, then the Company shall continue to pay you your then current base salary as of the date of termination for six months thereafter. In addition, upon any termination that entitles you to the foregoing severance benefits, the Company will also continue your coverage under the Company’s medical benefit plan for twelve months at the active-employee premium rate. If your employment is terminated on the date of or within 18 months following a Change in Control either by the Company or its successors without Cause or by you for Good Reason, then the Company shall: (1) continue to pay you your then current base salary as of the termination date for 18 months thereafter, (2) pay you 150% of your then current target annual bonus (based on your target annual bonus in effect in the period in which you are terminated), and (3) continue your medical coverage under the Company’s medical benefit plan for 18 months at the active-employee premium rate. The continuation of base salary will be paid in substantially equal installments over the 18-month severance period in accordance with the Company’s standard payroll practices with respect to active employees, but not less frequently than monthly. The payment of your bonus will be made in a lump sum at such time as bonuses are generally paid to employees during the period in which you are terminated. Notwithstanding the preceding two sentences, if Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), would cause the imposition of an excise tax on the salary continuation severance payment or bonus award severance payment if paid as aforesaid, then payment of the salary continuation severance payment and bonus award severance payment shall be ordered so as to avoid the imposition of the excise tax, as follows: (i) as much of the bonus award severance payment as may be paid without the imposition of the excise tax shall be paid as aforesaid, and any remaining portion of the bonus award severance payment shall be paid upon the day following the six-month anniversary of the termination date; and (ii) if any installments of the salary continuation payment may be paid (in whole or in part) as aforesaid without the imposition of the excise tax, then such installments shall be paid as aforesaid, and the remaining installments shall commence upon the day following the six-month anniversary of the termination date, and the first installment paid upon the day following the six-month anniversary of the termination date shall include all portions of the salary continuation severance payment that would have been paid but for the application of Section 409A to the salary continuation severance payment. The Company’s obligations to make any payments and (if applicable) continue the medical coverage as set forth above is conditioned upon: (x) your execution and delivery of, and your continued compliance with the obligations under, the Noncompetition Agreement, the form of which is attached as Annex B, and (y) your execution, delivery and non-revocation of a valid and enforceable general release of claims substantially in the form attached as Annex C.

At-Will Employment; Severance. You (a) Your employment with Adynxx will have no set term of employment, and be “at will,” which means that either you or Adynxx may terminate your employment will be at willany time for any reason whatsoever upon thirty (30) days’ written notice. If In the event that your employment is terminated before a Change in Control either by the Company Adynxx without Cause or by you for Good Reason, then the Company shall continue to pay you your then current base salary as of the date of termination for six months thereafter. In addition, upon any termination that entitles you to the foregoing severance benefits, the Company will also continue your coverage under the Company’s medical benefit plan for twelve months at the active-employee premium rate. If your employment is terminated on the date of due to Constructive Termination (as both such terms are defined in Section 6 below), not within one (1) month prior to or within 18 thirteen (13) months following a Change in Control either by the Company or its successors without Cause or by you for Good Reasonof Control, then the Company shall: you shall be entitled to receive a severance payment equal to nine (19) continue to pay you months of your then current annual base salary effective as of the termination date for 18 and nine (9) months thereafterof continued health insurance benefits (assuming you timely elect continued coverage under COBRA). If the Company terminates your employment without Cause or you are Constructively Terminated within one (1) month prior to or thirteen (13) months following a Change of Control, then you shall be entitled to receive a severance payment equal to twelve (212) pay you 150% months of your then current target annual bonus (based on your target annual bonus in effect in the period in which you are terminated), and (3) continue your medical coverage under the Company’s medical benefit plan for 18 months at the active-employee premium rate. The continuation of base salary will be paid in substantially equal installments over the 18-month severance period in accordance with the Company’s standard payroll practices with respect to active employees, but not less frequently than monthly. The payment of your bonus will be made in a lump sum at such time effective as bonuses are generally paid to employees during the period in which you are terminated. Notwithstanding the preceding two sentences, if Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), would cause the imposition of an excise tax on the salary continuation severance payment or bonus award severance payment if paid as aforesaid, then payment of the salary continuation severance payment and bonus award severance payment shall be ordered so as to avoid the imposition of the excise tax, as follows: (i) as much of the bonus award severance payment as may be paid without the imposition of the excise tax shall be paid as aforesaid, and any remaining portion of the bonus award severance payment shall be paid upon the day following the six-month anniversary of the termination date; date and twelve (ii12) if any installments months of the salary continuation payment may be paid continued health insurance benefits (in whole or in part) as aforesaid without the imposition of the excise tax, then such installments shall be paid as aforesaidassuming you timely elect continued coverage under COBRA), and the remaining installments balance of any unvested stock options or restricted shares held by you will immediately become vested in full. The cash severance payments shall commence upon be made in one lump-sum payment, to be made subject to the day limitations set forth in Sections 3(b), 4, and 5. (b) The receipt of any severance pay or other benefits pursuant to Section 3 is subject to your signing and not revoking a separation agreement and release of claims in the form attached hereto as Exhibit A (the “Release”) that is effective no later than sixty (60) days following the six-month anniversary date of your termination or such earlier period as required by the Release (such deadline, the “Release Deadline”). If the Release does not become effective by the Release Deadline, you will forfeit any rights to severance or other benefits under this Agreement. To become effective, the Release must be executed by you and any revocation periods (as required by statute, regulation, or otherwise) must have expired without you having revoked the Release. In addition, no severance will be paid or provided until the Release actually becomes effective. In the event that your termination dateoccurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which your termination occurs, and then any severance under this Agreement that would be considered Deferred Compensation Separation Benefits (as defined in Section 4) will be paid on the first installment paid upon payroll date to occur during the day calendar year following the six-month anniversary of calendar year in which such termination occurs, or such later time as (i) is required by Section 4, or (ii) the termination date the Release becomes effective. The first payment shall include all portions of the salary continuation severance payment amounts that would have been paid but for to you had payment commenced on the application of Section 409A to the salary continuation severance paymentdate your employment terminated. The Company’s obligations to make any payments and (if applicable) continue the medical coverage as set forth above is conditioned upon: (x) your execution and delivery ofXxxxxx Xxxxxxx, and your continued compliance with the obligations underM.D., the Noncompetition AgreementPh.D. January 3, the form of which is attached as Annex B, and (y) your execution, delivery and non-revocation of a valid and enforceable general release of claims substantially in the form attached as Annex C.2012

At-Will Employment; Severance. You (a) Your employment with Adynxx will have no set term of employment, and be “at will,” which means that either you or Adynxx may terminate your employment will be at willany time for any reason whatsoever upon thirty (30) days’ written notice. If In the event that your employment is terminated before a Change in Control either by the Company Adynxx without Cause or by you for Good Reason, then the Company shall continue to pay you your then current base salary as of the date of termination for six months thereafter. In addition, upon any termination that entitles you to the foregoing severance benefits, the Company will also continue your coverage under the Company’s medical benefit plan for twelve months at the active-employee premium rate. If your employment is terminated on the date due to Constructive Termination (as both such terms are defined in Section 6 below), you shall be entitled to receive a severance payment equal to twelve (12) months of or within 18 months following a Change in Control either by the Company or its successors without Cause or by you for Good Reason, then the Company shall: (1) continue to pay you your then current annual base salary effective as of the termination date for 18 and twelve (12) months thereafterof continued health insurance benefits (assuming you timely elect continued coverage under COBRA). The cash severance payments shall be made in one lump-sum payment, to be made subject to the limitations set forth in Sections 3(b), 4, and 5. Xxxxxx Xxxxx, Ph.D. September 1, 2011 (2b) The receipt of any severance pay you 150% or other benefits pursuant to Section 3 is subject to your signing and not revoking a separation agreement and release of claims in the form attached hereto as Exhibit A (the “Release”) that is effective no later than sixty (60) days following the date of your then current target annual bonus termination or such earlier period as required by the Release (based on your target annual bonus in effect in such deadline, the period in which “Release Deadline”). If the Release does not become effective by the Release Deadline, you are terminated)will forfeit any rights to severance or other benefits under this Agreement. To become effective, the Release must be executed by you and any revocation periods (3as required by statute, regulation, or otherwise) continue your medical coverage under must have expired without you having revoked the Company’s medical benefit plan for 18 months at the active-employee premium rateRelease. The continuation of base salary In addition, no severance will be paid or provided until the Release actually becomes effective. In the event that your termination occurs at a time during the calendar year where the Release Deadline could occur in substantially equal installments over the 18-month calendar year following the calendar year in which your termination occurs, then any severance period under this Agreement that would be considered Deferred Compensation Separation Benefits (as defined in accordance with the Company’s standard payroll practices with respect to active employees, but not less frequently than monthly. The payment of your bonus Section 4) will be made paid on the first payroll date to occur during the calendar year following the calendar year in a lump sum at which such termination occurs, or such later time as bonuses are generally paid to employees during the period in which you are terminated. Notwithstanding the preceding two sentences, if Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), would cause the imposition of an excise tax on the salary continuation severance payment or bonus award severance payment if paid as aforesaid, then payment of the salary continuation severance payment and bonus award severance payment shall be ordered so as to avoid the imposition of the excise tax, as follows: (i) as much of the bonus award severance payment as may be paid without the imposition of the excise tax shall be paid as aforesaidis required by Section 4, and any remaining portion of the bonus award severance payment shall be paid upon the day following the six-month anniversary of the termination date; and or (ii) if any installments of the salary continuation date the Release becomes effective. The first payment may be paid (in whole or in part) as aforesaid without the imposition of the excise tax, then such installments shall be paid as aforesaid, and the remaining installments shall commence upon the day following the six-month anniversary of the termination date, and the first installment paid upon the day following the six-month anniversary of the termination date shall include all portions of the salary continuation severance payment amounts that would have been paid but for to you had payment commenced on the application of Section 409A to the salary continuation severance payment. The Company’s obligations to make any payments and (if applicable) continue the medical coverage as set forth above is conditioned upon: (x) date your execution and delivery of, and your continued compliance with the obligations under, the Noncompetition Agreement, the form of which is attached as Annex B, and (y) your execution, delivery and non-revocation of a valid and enforceable general release of claims substantially in the form attached as Annex C.employment terminated.