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 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.

At-Will Employment; Severance. You will have no set term of a) Executive and the Company agree and acknowledge that Executive’s employment with the Company constitutes “at-will” employment, and your employment will be at will. If your employment is terminated before a Change in Control which means that either by the Company or Executive may terminate Executive’s employment with the Company at any time and for any or no reason, and with or without Cause cause, subject to the terms of this Agreement. In the event that the Company terminates Executive’s employment other than for Cause, or by you in the event that Executive terminates his employment 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 agrees 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 shallfollowing: (1) continue to the Company will pay you your then current base salary as Executive twelve (12) months’ of his Base Salary and a pro-rata target bonus for the year of termination date for 18 months thereafter, and (2) pay you 150% Executive will continue to vest pursuant to the Stock Option Agreement referenced in paragraph 4 below during such 12-month period irrespective of your then current target annual bonus whether there is a Termination of Service (based on your target annual bonus in effect as defined in the period in which you are terminated), and (3Stock Option Agreement) continue your medical coverage under the Company’s medical benefit plan for 18 months at the activeduring such 12-employee premium ratemonth period. The continuation twelve (12) months of base salary will Base Salary shall be paid in substantially equal installments over the 18-month severance period in accordance with the Company’s standard regular payroll practices with respect to active employees, but not less frequently than monthlypractices. The payment of your pro-rata target bonus will shall be made paid in a lump sum at such time as bonuses are generally paid in the payroll period following the effective date of a separation agreement executed by Executive, which agreement shall contain a general release of claims, but which shall not contain post-employment covenants of greater scope or duration than those in this Agreement and which shall not release any rights to employees during indemnification to which Executive may be entitled nor any rights pursuant to the period in which you are terminated. Notwithstanding the preceding two sentencesStock Option Agreement. b) For purposes of this Agreement, 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 Cause” shall be ordered so as to avoid the imposition of the excise tax, as followsmean: (i) as much any willful, material violation by the Executive of any law or regulation applicable to the business 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 dateCompany; and (ii) if the Executive’s conviction for, or plea of guilty or no contest to, a felony or a crime involving moral turpitude, or any installments willful perpetration by the Executive of a common law fraud, (iii) the Executive’s commission of an act of material personal dishonesty which involves personal profit in connection with the Company or any other entity having a business relationship with the Company, (iv) any material breach by the Executive of this Agreement or the Confidential Information Agreement, or (v) any willful misconduct by the Executive which is materially injurious to the financial condition or business reputation of the salary continuation payment may be paid Company. In order to terminate Executive for Cause, the Company must give Executive written notice within sixty (in whole or in part60) as aforesaid without the imposition days 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 Board’s actual knowledge of the termination dateevent(s) giving rise to Cause), and provided, that in order to terminate Executive for Cause pursuant to (i), (iii), (iv) or (v), the first installment paid upon the day following the six-month anniversary Company must also allow Executive at least fifteen (15) days from receipt of such written notice 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 event(s) giving rise to the salary continuation severance payment. The Company’s obligations Cause to make any payments and (cure such event(s), 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.curable.

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. Your employment with the Company is at-will. This at-will employment relationship cannot be changed except in writing signed by an executive officer of the Company. You will have no set term of employment, and may terminate your employment will be with the Company at willany time and for any reason whatsoever simply by notifying the Company. If Likewise, the Company may terminate your employment at any time and for any reason whatsoever, with or without Cause (as defined below) or advance written notice. In the event that your employment is terminated before a Change in Control either by the Company without Cause (a) for any reason other than for Cause, death or Disability (as defined below), or (b) by you for Good ReasonReason (as defined below) (each, then a “Qualifying Termination”), subject to your continued compliance with the Company shall continue Employee Confidential Information and Inventions Agreement, as described below, and the effectiveness of your Release (as defined below), you will be entitled to pay you your then current base salary as of the date of termination for six months thereafter. In additionreceive, upon any termination that entitles you in addition to the foregoing Accrued Obligations (as defined below), the following severance benefits: Prometheus Biosciences | 0000 Xxxxxxx Xxxx Drive, the Company will also continue San Diego, CA 92121 | main 000.000.0000 | fax 000.000.0000 | xxxxxxxxxxxxxxxxxxxxx.xxx (i) an amount equal to 100% of your coverage under the Company’s medical benefit plan for twelve months at the active-employee premium rate. If your employment is terminated annualized Base Salary, as then in effect on the date of or within 18 months following a Change your termination (the “Separation Date”) and prior to any reduction in Control either by the Company or its successors without Cause or by such Base Salary that would permit you to voluntarily terminate employment for Good Reason, then Reason (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“Severance Payment”), 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 to be paid in substantially equal installments over the 18-12 month severance period following the Separation Date in accordance with the Company’s standard regular payroll practices schedule, with respect the first such installment commencing on the 30th day following the Separation Date (which first installment will include any installments that would have occurred prior to active employeessuch date in accordance with the Company’s regular payroll schedule); provided, but not less frequently than monthly. The payment however, in the event your Qualifying Termination occurs within 24 months following a Change in Control, the foregoing reference to 12 months shall be increased to 18 months; (ii) an amount equal to 100% of your bonus will Target Bonus for the calendar year in which the Separation Date occurs, to be made paid in a single lump sum at such time on the 30th day following the Separation Date (which Target Bonus to be calculated based on the Base Salary used for purposes of determining the Severance Payment in clause (i) above); (iii) the right to continued health care benefits under the Company’s health insurance plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as bonuses are generally amended (“COBRA”), for you and your eligible dependents who were covered under the Company’s health insurance plans as of the Separation Date paid to employees during by the Company for a period in commencing on the Separation Date and ending until the earlier of (a) the date that is 12 months following the Separation Date or (b) the date on which you are terminated. Notwithstanding become eligible for healthcare insurance with a subsequent employer or (c) the preceding two sentencesdate on which the applicable continuation period under COBRA expires (provided that, if any of the Company’s health benefits are self-funded as of the Separation Date, or if the Company cannot provide the foregoing benefits in a manner that is exempt from 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 aforesaidthat is otherwise compliant with applicable law (including, then payment without limitation, Section 2716 of the salary continuation severance Public Health Service Act), instead of providing the payments or reimbursements as set forth above, the Company shall instead pay to you the foregoing monthly amount as a taxable monthly payment and bonus award severance payment shall be ordered so as to avoid for the imposition of the excise tax, as follows: foregoing period (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 or any remaining portion thereof)). You shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. You shall notify the Company immediately if you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment; provided, however, in the event your Qualifying Termination occurs within 24 Prometheus Biosciences | 0000 Xxxxxxx Xxxx Drive, San Diego, CA 92121 | main 000.000.0000 | fax 000.000.0000 | xxxxxxxxxxxxxxxxxxxxx.xxx months following a Change in Control, the foregoing reference to 12 months shall be increased to 18 months; and (iv) accelerated vesting of all of the bonus award severance payment shall be paid upon the day following the six-month anniversary Company’s equity awards that are subject to time vesting conditions effective as of the Separation Date. As a condition to your receipt of any post-termination date; payments 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 benefits pursuant to the salary continuation severance payment. The Company’s obligations to make any payments preceding paragraphs, you shall execute 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 not revoke a valid and enforceable general release of all claims substantially in favor of the Company (the “Release”) in a form attached as Annex C.reasonably acceptable to the Company. In the event the Release does not become effective within the 30-day period following the date of your termination of employment, you will not be entitled to the aforesaid payments and benefits.

At-Will Employment; Severance. Your employment with the Company is at-will. This at-will employment relationship cannot be changed except in writing signed by an executive officer of the Company. You will have no set term of employment, and may terminate your employment will be with the Company at willany time and for any reason whatsoever simply by notifying the Company. If Likewise, the Company may terminate your employment at any time and for any reason whatsoever, with or without Cause (as defined below) or advance written notice. In the event that, following the Employment Start Date, your employment is terminated before a Change in Control either by the Company without Cause (a) for any reason other than for Cause, death or Disability (as defined below), or (b) by you for Good ReasonReason (as defined below) (a Prometheus Biosciences | 0000 Xxxxxxx Xxxx Drive, then San Diego, CA 92121 | main 000.000.0000 | fax 000.000.0000 | xxxxxxxxxxxxxxxxxxxxx.xxx termination described in (a) or (b), a “Qualifying Termination”), subject to your continued compliance with the Company shall continue Employee Confidential Information and Inventions Agreement, as described below, and the effectiveness of your Release (as defined below), you will be entitled to pay you your then current base salary as of the date of termination for six months thereafter. In additionreceive, upon any termination that entitles you in addition to the foregoing Accrued Obligations (as defined below), the following severance benefits, the Company will also continue : (i) an amount equal to your coverage under the Company’s medical benefit plan for twelve months at the active-employee premium rate. If your employment is terminated monthly Base Salary as then in effect on the date of or within 18 months following a Change your termination (the “Separation Date”) and prior to any reduction in Control either by the Company or its successors without Cause or by such Base Salary that would permit you to voluntarily terminate employment for Good Reason, then Reason for the Company shall: (1) continue to pay you your then current base salary as number 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 terminatedSeverance Period (as defined below) (the “Severance Payment”), 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 to be paid in substantially equal installments over the 18-month severance period Severance Period in accordance with the Company’s standard regular payroll practices schedule, with respect the first such installment commencing on the first regularly scheduled payroll date following the date your Release becomes effective (which first installment will include any installments that would have occurred prior to active employeessuch date in accordance with the Company’s regular payroll schedule); (ii) an amount equal to (A) your Target Bonus for the fiscal year in which the Separation Date occurs, multiplied by (B) (1) 50% if your Qualifying Termination occurs prior to the first anniversary of your Employment Start Date or (2) 100% in the event your Qualifying Termination occurs on or after the first anniversary of your Employment Start Date, to be paid in a single lump sum on the first regularly scheduled payroll date following the date your Release becomes effective, but in no event more than 75 days following the Separation Date (which Target Bonus to be calculated based on your annualized Base Salary rate as then in effect on the Separation Date and prior to any reduction in such Base Salary that would permit you to voluntarily terminate employment for Good Reason); (iii) the right to continued health care benefits under the Company’s health insurance plans pursuant to the Consolidated Omnibus Budget reconciliation Act of 1985, as amended (“COBRA”), for you and your eligible dependents who were covered under the Company’s health insurance plans as of the Separation Date paid by the Company for a period commencing on the Separation Date and ending on the earlier of (a) the last day of the Severance Period or (b) the date on which you become eligible for healthcare insurance with a subsequent employer or (c) the date on which the applicable continuation period under COBRA expires (provided that, if any of the Company’s health benefits are self-funded as of the Separation Date, or if the Company cannot less frequently than monthly. The payment of your bonus will be made provide the foregoing benefits 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 manner that is exempt from 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 aforesaidthat is otherwise compliant with applicable law (including, then payment without limitation, Section Prometheus Biosciences | 0000 Xxxxxxx Xxxx Drive, San Diego, CA 92121 | main 000.000.0000 | fax 000.000.0000 | xxxxxxxxxxxxxxxxxxxxx.xxx 2716 of the salary continuation severance Public Health Service Act), instead of providing the payments or reimbursements as set forth above, the Company shall instead pay to you the foregoing monthly amount as a taxable monthly payment and bonus award severance payment shall be ordered so as to avoid for the imposition of the excise tax, as follows: foregoing period (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 or any remaining portion thereof)). You shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. You shall notify the Company immediately if you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment; and (iv) accelerated vesting of all of the bonus award severance payment shall be paid upon the day following the six-month anniversary Company’s equity awards that are subject to time vesting conditions effective as of the Separation Date. As a condition to your receipt of any post-termination date; payments 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 benefits pursuant to the salary continuation severance payment. The Company’s obligations to make any payments preceding paragraphs, you shall execute 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 not revoke a valid and enforceable general release of all claims substantially in favor of the Company (the “Release”) in a form attached as Annex C.reasonably acceptable to the Company. In the event the Release does not become effective within the 60-day period following the date of your termination of employment, you will not be entitled to the aforesaid payments and benefits.

At-Will Employment; Severance. You will have Your employment is “at will,” meaning you or the Company may terminate it at any time for any or no set term of employment, and your employment reason at which time you 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 Reasonentitled to Accrued Obligations, then the Company shall continue to pay you your then current base salary defined 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 the portion of your Base Salary that has accrued prior to pay you any termination of your then current base salary as of employment with the termination date for 18 months thereafterCompany and has not yet been paid, (2) pay you 150% an amount equal to the value of your then current target annual bonus (based on your target annual bonus in effect in the period in which you are terminated), accrued unused vacation days and (3) continue the amount of any expenses properly incurred by you on behalf of the Company prior to any such termination and not yet reimbursed and to no other compensation, provided, however, in the event the Company terminates your medical coverage under employment without Cause (as defined below), in addition to the Company’s medical benefit plan Accrued Obligations, the Company shall provide to you the following termination benefits (the “Termination Benefits”): (i) continuation of your base salary for 18 a period of 6 months at the active-employee premium rate. The continuation of base salary will be paid rate then in substantially equal installments over the 18-month severance period effect in accordance with the terms of the Company’s standard payroll practices with respect to active employees, but not less frequently than monthly. The payment schedule (solely for purposes 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 amended, each payment is considered a separate payment (“Salary Continuation Payments”)); and (ii) continuation of group health plan benefits for a period of 6 months to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and you as in effect on the date of termination. (iii) full vesting of 50% of the then unvested Equity Awards, provided that you shall have with 90 days from such termination to exercise the Option Grant. Notwithstanding anything to the contrary in this Agreement, you shall not be entitled to any Termination Benefits unless you first (i) enter into, do not revoke, and comply with the terms of a separation agreement in a form acceptable to the Company which shall include a release in favor of the Company and related persons and entities (the “CodeRelease”); (ii) resign from any and all positions, would cause including, without implication of limitation, as a director, trustee, and officer, that you then hold with the imposition of an excise tax on the salary continuation severance payment or bonus award severance payment if paid as aforesaid, then payment Company and any affiliate 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 dateCompany; and (iiiii) return all Company property and comply with any instructions related to deleting and purging duplicates of such Company property. The Salary Continuation Payments shall commence within 60 days after the date of termination; provided, however, that if any installments of the salary continuation payment may 60-day period begins in one calendar year and ends in a second calendar year, the Salary Continuation Payments shall begin to 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.second calendar year. All compensation and benefits payable to you, other than the Termination Benefits, shall terminate on the date of termination of your employment.