Common use of By Company Clause in Contracts

By Company. Notwithstanding any other provision in this Agreement, the Board (at its sole discretion) shall have the right to terminate Executive’s employment at any time, for any reason or no reason, immediately upon written notice to Executive. If the Board terminates Executive’s employment pursuant to this Section 5(d)(2) without Cause, the Company shall pay to Executive the Accrued Obligations. In addition, if the Company terminates Executive’s employment without Cause, subject to Executive signing (and not revoking) a complete and general release of any and all claims in favor of the Company and its affiliates in a form and substance satisfactory to the Company (the “Release”) within twenty-one (21) days (or such longer period as may be required by applicable law to obtain a complete and general release of claims) (the “Release Execution Deadline”) after the Company provides the form of Release to you, upon a termination of Executive’s employment by the Company without Cause, Executive shall continue to receive his Base Salary through the end of the applicable Severance Period (as defined below) (the “Severance Payments”) in accordance with the Company’s standard payroll policies then in effect. Such Release shall be in substantially the same form as attached as Exhibit A hereto, which shall be subject to necessary changes to comply with changes in applicable law to obtain a valid and complete general release of claims. Executive’s right to receive and retain any of the Severance Payments is contingent upon Executive’s compliance with his continuing obligations to the Company under the terms of this Agreement and the Release. For purposes of this Agreement, the term “Severance Period” shall mean either (i) a period of twelve (12) months following the effective date of the Release if Executive is terminated without Cause after the one year anniversary of the Effective Date and not subject to Section 5(d)(2)(ii)(A) below, or (ii) a period of twelve (12) months following the effective date of the Release if Executive is terminated without Cause either (A) at any time within six (6) months after a Change in Control (as defined below) or (B) at any time on or before the one-year anniversary of the Effective Date.

By Company. Notwithstanding Executive's employment under this Agreement may be terminated by the Company at any other provision in time for cause. For the purposes of this Section 7.1, "cause" shall mean: (a) the conviction of Executive for an act or acts of dishonesty by Executive that constitutes a felony under applicable law and that subjects the Company to substantial loss or detriment, as determined by a majority of the members of the Board; (b) the imposition of disciplinary action against Executive, pursuant to a final non-appealable action, by a regulatory body having disciplinary authority over members of Executive's profession, which disciplinary action prevents Executive from performing his duties hereunder for a period of not less than thirty-one (31) consecutive days and is determined by a majority of the members of the Board to have caused substantial loss or detriment to the Company; or (c) Executive's habitual neglect of, or refusal to perform, his duties under this Agreement, or deliberate and intentional disregard of lawful instructions from the Board; provided, however, that Executive shall have received written notice of such alleged neglect, refusal, or disregard from the Board (at its sole discretion) and shall have failed within thirty (30) days after the right to terminate Executive’s employment at any time, for any reason or no reason, immediately upon written receipt of such notice to Executivecure and correct such alleged neglect, refusal, or disregard (or to begin in good faith to effect such cure and correction if such cannot practically be completed within such 30-day period). If the Board terminates Executive’s 's employment pursuant to is terminated under this Section 5(d)(2) without Cause7.1, the Company shall have no further obligation to Executive hereunder except to pay to Executive the Accrued Obligations. In additionhim, if the Company terminates Executive’s employment without Cause, subject to Executive signing (and not revoking) a complete and general release of any and all claims in favor of the Company and its affiliates in a form and substance satisfactory to the Company (the “Release”) within twenty-one (21) days (or such longer period as may be required by applicable law to obtain a complete and general release of claims) (the “Release Execution Deadline”) after the Company provides the form of Release to you, upon a termination of Executive’s employment by the Company without Cause, Executive shall continue to receive his Base Salary through the end of the applicable Severance Period (as defined below) (the “Severance Payments”) in accordance with the Company’s standard payroll policies then in effect. Such Release shall be in substantially the same form as attached as Exhibit A hereto, which shall be subject to necessary changes to comply with changes in applicable law to obtain a valid and complete general release of claims. Executive’s right to receive and retain any of the Severance Payments is contingent upon Executive’s compliance with his continuing obligations to the Company under the terms of this Agreement and the Release. For purposes of this Agreement, the term “Severance Period” shall mean either (i) a period of twelve (12) months following cash on the effective date of such termination, any amount accrued but unpaid hereunder as of the Release if termination date, except that the rights of Executive (and the obligations of the Company) under Section 8 shall continue without regard to such termination. If Executive's employment is terminated without Cause after by the one year anniversary of Company for cause, as provided above, this Agreement shall terminate and neither party shall have any further obligation to the Effective Date other, except as provided above, and not subject to Section 5(d)(2)(ii)(A) below, or (ii) a period of twelve (12) months following the effective date of the Release if Executive is terminated without Cause either (A) at any time within six (except for Executive's agreements contained in Sections 5 and 6) months after a Change in Control (as defined below) or (B) at any time on or before the one-year anniversary of the Effective Date.

By Company. Notwithstanding any other provision in this Agreement, the Board (at its sole discretiona) shall have the right to The Company may terminate Executive’s 's employment at any time, prior to the expiration of the Term (“Termination”). If such termination by the Company is for any reason other than a Termination for Cause (as defined in Section 4.1(b) hereof), or no reason, immediately upon written notice to Executive. If the Board terminates Executive’s employment pursuant death or disability, then: (i) all unvested options, warrants and other equity grants shall vest immediately, (ii) Executive shall be entitled to this Section 5(d)(2) without Cause, a continuation of health and other medical benefits and coverage at the Company shall pay to Executive the Accrued Obligations. In addition, if the Company terminates Executive’s employment without Cause, subject to Executive signing (cost and not revoking) a complete and general release of any and all claims in favor expense of the Company and its affiliates for a period of not less than eighteen (18) months, in a form and substance satisfactory to consideration for all of which the Company (the “Release”) within twenty-one (21) days (or such longer period as may be required by applicable law to obtain a complete and general release parties hereto shall exchange mutual releases of claims, (iii) (the “Release Execution Deadline”) after the Company provides the form of Release to you, upon a termination of Executive’s employment by the Company without Cause, Executive shall continue be entitled to retain the signing bonus issued pursuant to Section 1.9 above, and (iv) Executive shall be entitled to receive his Base Salary through the end of the applicable Severance Period Incentive Compensation pursuant to Section 1.6. (as defined belowb) (the “Severance Payments”) in accordance with the Company’s standard payroll policies then in effect. Such Release shall be in substantially the same form as attached as Exhibit A hereto, which shall be subject to necessary changes to comply with changes in applicable law to obtain a valid and complete general release of claims. Executive’s right to receive and retain any of the Severance Payments is contingent upon Executive’s compliance with his continuing obligations to the Company under the terms of this Agreement and the Release. For purposes of this Agreement, the term “Severance Period” shall mean either "Termination for Cause" means, a termination by reason of any of the following: (i) Executive’s conviction of or entrance of a plea of guilty or nolo contendere to a felony; or (ii) Executive is engaging or has engaged in material fraud, material dishonesty, or other acts of willful and continued misconduct in connection with the business affairs of the Company; provided, however, that (x) no conduct by Executive shall be deemed willful for purposes of this Section 4.1 if Executive believed in good faith that such conduct was in or not opposed to the best interests of the Company, and (y) Cause shall in no event be deemed to exist with respect to clause (ii) above, unless Executive shall have first received written notice from the Board of Directors advising Executive of the specific acts or omissions alleged to constitute misconduct, and such misconduct continues after Executive shall have had a reasonable opportunity (which shall be defined as a period of twelve time consisting of at least fifteen (1215) months following days from the effective date Executive receives said notice) to correct the acts or omissions so complained of. (c) For purposes of this Agreement, Executive’s employment shall be deemed to have been terminated Without Cause in the Release if Executive is terminated without Cause after event of: (i) the one year anniversary material reduction by the Company of the Effective Date and not subject to Section 5(d)(2)(ii)(A) belowExecutive’s title, authority, duties or responsibilities, or the assignment to Executive of duties materially inconsistent with Executive’s positions with the Company as stated in Section 1 hereof; (ii) a period reduction by the Company in the Base Salary of twelve Executive; (12iii) months following the effective date Company’s failure to pay Executive any amounts otherwise due hereunder or under any plan, policy, program, agreement, arrangement or other commitment of the Release Company if such failure is not cured by the Company within fifteen (15) days of notice of such failure; or (iv) any other material breach by the Company of this Agreement. (d) If all, or any portion, of the payments provided under this Agreement, either alone or together with other payments and benefits which Executive receives or is entitled to receive from the Company, would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code (whether or not under an existing plan, arrangement or other agreement) (each such parachute payment, a “Parachute Payment”), and would result in the imposition on the Executive of an excise tax under Section 4999 of the Internal Revenue Code, then, in addition to any other benefits to which the Executive is terminated without Cause either (A) at any time within six (6) months after a Change entitled under this Agreement, the Executive shall be paid by the Company an amount in Control (as defined below) or (B) at any time on or before cash equal to the one-year anniversary sum of the Effective Dateexcise taxes payable by the Executive by reason of receiving Parachute Payments plus the amount necessary to put the Executive in the same after-tax position (taking into account any and all applicable federal, state and local excise, income or other taxes at the highest possible applicable rates on such Parachute Payments (including without limitation any payments under this Section 4.1(d)) as if no excise taxes had been imposed with respect to Parachute Payments.

By Company. Notwithstanding any other provision in this Agreement, the Board (at its sole discretiona) shall have the right to The Company may terminate Executive’s 's employment at any time, prior to the expiration of the Term (“Termination”). If such termination by the Company is for any reason other than a Termination for Cause (as defined in Section 4.1(b) hereof), or no reason, immediately upon written notice to Executive. If the Board terminates Executive’s employment pursuant death or disability, then: (i) all unvested options, warrants and other equity grants shall vest immediately, (ii) Executive shall be entitled to this Section 5(d)(2) without Cause, a continuation of health and other medical benefits and coverage at the Company shall pay to Executive the Accrued Obligations. In addition, if the Company terminates Executive’s employment without Cause, subject to Executive signing (cost and not revoking) a complete and general release of any and all claims in favor expense of the Company and its affiliates for a period of not less than eighteen (18) months, in a form and substance satisfactory to consideration for all of which the Company (the “Release”) within twenty-one (21) days (or such longer period as may be required by applicable law to obtain a complete and general release parties hereto shall exchange mutual releases of claims, (iii) (the “Release Execution Deadline”) after the Company provides the form of Release to you, upon a termination of Executive’s employment by the Company without Cause, Executive shall continue be entitled to retain the signing bonus issued pursuant to Section 1.9 above, and (iv) Executive shall be entitled to receive his Base Salary through the end of the applicable Severance Period Incentive Compensation pursuant to Section 1.6. (as defined belowb) (the “Severance Payments”) in accordance with the Company’s standard payroll policies then in effect. Such Release shall be in substantially the same form as attached as Exhibit A hereto, which shall be subject to necessary changes to comply with changes in applicable law to obtain a valid and complete general release of claims. Executive’s right to receive and retain any of the Severance Payments is contingent upon Executive’s compliance with his continuing obligations to the Company under the terms of this Agreement and the Release. For purposes of this Agreement, the term “Severance Period” shall mean either "Termination for Cause" means, a termination by reason of any of the following: (i) Executive’s conviction of or entrance of a plea of guilty or nolo contendere to a felony; or (ii) Executive is engaging or has engaged in material fraud, material dishonesty, or other acts of willful and continued misconduct in connection with the business affairs of the Company; provided, however, that (x) no conduct by Executive shall be deemed willful for purposes of this Section 4.1 if Executive believed in good faith that such conduct was in or not opposed to the best interests of the Company, and (y) Cause shall in no event be deemed to exist with respect to clause (ii) above, unless Executive shall have first received written notice from the Board of Directors advising Executive of the specific acts or omissions alleged to constitute misconduct, and such misconduct continues after Executive shall have had a reasonable opportunity (which shall be defined as a period of twelve time consisting of at least fifteen (1215) months following days from the effective date Executive receives said notice) to correct the acts or omissions so complained of. (c) For purposes of this Agreement, Executive’s employment shall be deemed to have been terminated Without Cause in the Release if Executive is terminated without Cause after event of: (i) the one year anniversary material reduction of the Effective Date and not subject to Section 5(d)(2)(ii)(A) belowExecutive’s title, authority, duties or responsibilities, or the assignment to Executive of duties materially inconsistent with Executive’s positions with the Company as stated in Section 1 hereof; (ii) a period reduction in the Base Salary of twelve Executive; (12iii) months following the effective date Company’s failure to pay Executive any amounts otherwise due hereunder or under any plan, policy, program, agreement, arrangement or other commitment of the Release Company if such failure is not cured by the Company within fifteen (15) days of notice of such failure; or (iv) any other material breach by the Company of this Agreement. (d) If all, or any portion, of the payments provided under this Agreement, either alone or together with other payments and benefits which Executive receives or is entitled to receive from the Company, would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code (whether or not under an existing plan, arrangement or other agreement) (each such parachute payment, a “Parachute Payment”), and would result in the imposition on the Executive of an excise tax under Section 4999 of the Internal Revenue Code, then, in addition to any other benefits to which the Executive is terminated without Cause either (A) at any time within six (6) months after a Change entitled under this Agreement, the Executive shall be paid by the Company an amount in Control (as defined below) or (B) at any time on or before cash equal to the one-year anniversary sum of the Effective Dateexcise taxes payable by the Executive by reason of receiving Parachute Payments plus the amount necessary to put the Executive in the same after-tax position (taking into account any and all applicable federal, state and local excise, income or other taxes at the highest possible applicable rates on such Parachute Payments (including without limitation any payments under this Section 4.1(d)) as if no excise taxes had been imposed with respect to Parachute Payments.

By Company. Notwithstanding any other provision in this Agreement, the Board (at its sole discretion) shall have the right to terminate Executive’s employment at any time, for any reason or no reason, immediately upon written notice to Executive. If the Board terminates Executive’s employment pursuant to this Section 5(d)(2) without Cause, the Company shall pay to Executive the Accrued Obligations. In addition, if the Company terminates Executive’s employment without Cause, subject to Executive signing (and not revoking) a complete and general release of any and all claims in favor of the Company and its affiliates in a customary form and substance reasonably satisfactory to the Company (the “Release”) within twenty-one (21) days (or such longer period as may be required by applicable law to obtain a complete and general release of claims) (the “Release Execution Deadline”) after the Company provides the form of Release to youExecutive (which form shall be provided no later than five (5) days after termination of employment), upon a termination of Executive’s employment by the Company without Cause, Executive shall continue to receive his Base Salary through the end of the applicable Severance Period (as defined below) following payment (the “Severance PaymentsPayment”): a lump sum cash payment equal to 100% (200% upon a Change in Control Termination) in accordance with the Company’s standard payroll policies then in effect. Such Release shall be in substantially the same form as attached as Exhibit A hereto, which shall be subject to necessary changes to comply with changes in applicable law to obtain a valid and complete general release of claims. Executive’s right to receive and retain any of the Severance Payments is contingent upon Executive’s compliance sum of (i) his highest Salary in effect during the one-year period prior to termination of employment plus (ii) the Annual Bonus earned with his continuing obligations respect to the Company under most recently completed fiscal year prior to termination of employment (or, if such termination occurs prior to June 30, 2026, the terms amount of this Agreement and the Releaseannual target bonus set forth in Section 3(b) above based on the Salary amount described in the immediately preceding clause (i)). For purposes of this Agreementclarity, upon a Change in Control Termination, Executive’s outstanding equity awards shall vest in accordance with Section 3(c)(3) hereof. The Severance Payment shall be paid within sixty (60) days of the term “Severance Period” date of termination; provided the VP/#67100839.3 date of payment shall mean either (i) a period of twelve (12) months following not be prior to the effective date of the Release Release, and provided further that if Executive is terminated without Cause after such sixty (60) day period begins in one calendar year and ends in the one year anniversary of subsequent calendar year, the Effective Date and not subject to Section 5(d)(2)(ii)(A) belowpayment shall be made in the subsequent calendar year. Notwithstanding the above, or (ii) a period of twelve (12) months following the effective date of the Release if Executive is terminated without Cause either (A) at shall include customary carve-outs of claims to which the Release does not apply, including, but not limited to, claims relating to vested rights to indemnification or to directors and officers insurance coverage, rights under any time within six (6) months after employee benefit plans or LTI Plan awards and any claims that cannot be released as a Change in Control (as defined below) or (B) at any time on or before the one-year anniversary matter of the Effective Datelaw.

By Company. Notwithstanding any other provision in this Agreement, the Board (at its sole discretion) shall have the right to terminate Executive’s employment at any time, for any reason or no reason, immediately upon written notice to Executive. If the Board terminates Executive’s employment pursuant to this Section 5(d)(2Paragraph 7(d)(2) without Cause, the Company shall pay to Executive the Accrued Obligations. In addition, if the Company terminates Executive’s employment without Cause, subject to Executive signing (and not revoking) a complete and general release of any and all claims in favor of the Company and its affiliates in a form and substance satisfactory to the Company (the “Release”) within twenty-one (21) days (or such longer period as may be required by applicable law to obtain a complete and general release of claims) (the “Release Execution Deadline”) after the Company provides the form of Release to you, upon a termination of Executive’s employment by the Company without Cause, Executive shall continue to receive his Base Salary through the end of the applicable Severance Period (as defined below) (the “Severance Payments”) in accordance with the Company’s standard payroll policies then in effect. Such Release shall be in substantially the same form as attached as Exhibit A hereto, which shall be subject to necessary changes to comply with changes in applicable law to obtain a valid and complete general release of claims. Executive’s right to receive and retain any of the Severance Payments is contingent upon Executive’s compliance with his continuing obligations to the Company under the terms of this Agreement and the Release. For purposes of this Agreement, the term phrase “Severance Period” shall mean either (i) a period of twelve six (126) months following the effective date of the Release if Executive is terminated without Cause after the one year anniversary of the Effective Hire Date and not subject to Section 5(d)(2)(ii)(A7(d)(2)(ii)(A) below, or (ii) a period of twelve (12) months following the effective date of the Release if Executive is terminated without Cause either (A) at any time within six (6) months after a Change in Control (as defined below) or (B) at any time on or before the one-year anniversary of the Effective Hire Date.

By Company. Notwithstanding any other provision in this Agreement, the Board (at its sole discretion) Company shall have the right to terminate Executive’s employment at any time, for any reason or no reason, immediately upon written notice to Executive. If the Board Company terminates Executive’s employment pursuant to this Section 5(d)(2) without Cause, the Company shall pay to Executive the Accrued Obligations. In addition, if the Company terminates Executive’s employment without Cause, subject to Executive signing (and not revoking) a complete and general release of any and all claims in favor of the Company and its affiliates in a form and substance satisfactory to the Company (the “Release”) within twenty-one (21) days (or such longer period as may be required by applicable law to obtain a complete and general release of claims) (the “Release Execution Deadline”) after the Company provides the form of Release to youthe Executive, upon a termination of Executive’s employment by the Company without Cause, Executive shall continue to receive his Base Salary through the end of the applicable Severance Period (as defined below) of Employment (the “Severance Payments”) in accordance with the Company’s standard payroll policies then in effect). Such Release shall be in substantially the same form as attached as Exhibit A hereto, which shall be subject to necessary changes to comply with changes in applicable law to obtain a valid and complete general release of claims. Executive’s right to receive and retain any of the Severance Payments is contingent upon Executive’s compliance with his continuing obligations to the Company under the terms of this Agreement and the Release. For purposes The Company shall pay the Severance Payments to Executive in substantially equal installments through the end of this Agreementthe Period of Employment in accordance with the Company’s standard payroll policies then in effect, provided that the term “Severance Period” first installment shall mean either be payable on (ior within ten (10) a period of twelve days following) the sixtieth (1260th) months day following the effective date of Executive’s termination of employment with the Release if Executive is terminated without Cause after Company and shall include all amounts that would have otherwise been paid in accordance with the one year anniversary of Company’s standard payroll policies from the Effective Date and not subject to Section 5(d)(2)(ii)(A) below, or (ii) a period of twelve (12) months following the effective date of the Release if Executive is terminated without Cause either (A) at any time within six (6) months after a Change in Control (as defined below) or (B) at any time on or before the one-year anniversary Executive’s termination of the Effective Dateemployment through such payment date.

By Company. Notwithstanding any other provision in this Agreement, the Board (at its sole discretion) shall have the right to terminate Executive’s employment at any time, for any reason or no reason, immediately upon written notice to Executive. If the Board terminates Executive’s employment pursuant to this Section 5(d)(2) without Cause8(d)(ii), the Company shall pay to Executive the Accrued Obligations. In addition, if the Company Board terminates Executive’s employment without Causepursuant to this Section 8(d)(ii) or if Executive resigns pursuant to Section 8(e), in either case prior to a Change in Control, subject to Executive signing promptly executing (and not revoking) a complete and general release of any and all claims in favor arising out of the Company and its affiliates his employment in a form and substance satisfactory that is acceptable to the Company (the “Release”) within twenty-one (21) 21 days of Executive’s termination (or such other longer period as may be required by applicable law law), the Company shall pay the Executive one times his Salary at the annualized rate in effect on the date of his termination. Further, if the Company (or its successor in a Change in Control) terminates Executive’s employment pursuant to obtain this Section 8(d)(ii) or if Executive resigns pursuant to Section 8(e) in either case upon or following a complete Change in Control, subject to Executive promptly executing (and not revoking) a general release of claims) (the “Release Execution Deadline”) after all claims arising out of his employment in a form that is acceptable to the Company provides the form of Release to you, upon a termination (or such successor) within 21 days of Executive’s employment termination (or such other longer period as may be required by applicable law), the Company without Causeshall pay the Executive 1.5 times his Salary and 1.5 times his target Annual Bonus, Executive shall continue to receive in each case at the annualized rate in effect on the date of his Base Salary through the end termination. Any severance payment as provided in either of the applicable Severance Period (immediately preceding two sentences, as defined below) (applicable, is referred to herein as the “Severance PaymentsPayment”. Subject to Section 9(b) below, the Company shall pay the Severance Payment in substantially equal installments in accordance with the Company’s standard payroll policies then practices over a period of twelve or eighteen consecutive months, as applicable, with the first installment payable in effectthe month following the month in which Executive’s Separation from Service (as defined below) occurs. Such Release (For purposes of clarity, each such installment shall equal the applicable fraction of the aggregate Severance Payment. For example, if such installments were to be in substantially made on a monthly basis, each installment would equal one-twelfth (1/12th) or one-eighteenth (1/18th), as applicable, of the same form as attached as Exhibit A hereto, which shall be subject to necessary changes to comply with changes in applicable law to obtain a valid and complete general release of claims. Severance Payment.) Executive’s right to receive and retain any of the Severance Payments Payment (as a result of a termination by either the Company without Cause or by Executive for Good Reason) is contingent upon Executive’s compliance with his Executive’s continuing obligations to the Company under the terms of this Agreement and the Release. For purposes of this Agreement, the term “Severance Period” shall mean either (i) a period of twelve (12) months following the effective date of the Release if Executive is terminated without Cause after the one year anniversary of the Effective Date Proprietary Information and not subject to Section 5(d)(2)(ii)(A) below, or (ii) a period of twelve (12) months following the effective date of the Release if Executive is terminated without Cause either (A) at any time within six (6) months after a Change in Control Invention Assignment Agreement (as defined below) or (B) at any time on or before ). In the one-year anniversary event of termination by the Effective DateCompany without Cause pursuant to this Section 8(d)(ii), Executive shall have no duty to mitigate damages.

By Company. Notwithstanding any other provision in this Agreement, the Board (at its sole discretion) shall have the right to terminate Executive’s employment at any time, for any reason or no reason, immediately upon written notice to Executive. If the Board terminates Executive’s employment pursuant to this Section 5(d)(2) without Cause8(d)(ii), the Company shall pay to Executive the Accrued Obligations. In addition, if the Company Board terminates Executive’s employment without Causepursuant to this Section 8(d)(ii) or if Executive resigns pursuant to Section 8(e), subject to Executive signing promptly executing (and not revoking) a complete and general release of any and all claims in favor arising out of the Company and its affiliates his employment in a form and substance satisfactory that is acceptable to the Company (the “Release”) within twenty-one (21) 21 days of Executive’s termination (or such other longer period as may be required by applicable law to obtain a complete and general release of claims) (the “Release Execution Deadline”) after law), the Company provides shall pay the form Executive one times his Salary at the annualized rate in effect on the date of Release to you, upon a his termination of Executive’s employment by the Company without Cause, Executive shall continue to receive his Base Salary through the end of the applicable Severance Period (as defined below) (the “Severance PaymentsPayment”) ). The Company shall pay the Severance Payment in substantially equal installments in accordance with the Company’s standard payroll policies then practices over a period of twelve consecutive months, with the first installment payable in effectthe month following the month in which Executive’s Separation from Service (as defined below) occurs. Such Release (For purposes of clarity, each such installment shall equal the applicable fraction of the aggregate Severance Payment. For example, if such installments were to be in substantially made on a monthly basis, each installment would equal one-twelfth (1/12th) of the same form as attached as Exhibit A hereto, which shall be subject to necessary changes to comply with changes in applicable law to obtain a valid and complete general release of claims. Severance Payment.) Executive’s right to receive and retain any of the Severance Payments Payment (as a result of a termination by either the Company without Cause or by Executive for Good Reason) is contingent upon Executive’s compliance with his Executive’s continuing obligations to the Company under the terms of this Agreement and the Release. For purposes of this Agreement, the term “Severance Period” shall mean either (i) a period of twelve (12) months following the effective date of the Release if Executive is terminated without Cause after the one year anniversary of the Effective Date Proprietary Information and not subject to Section 5(d)(2)(ii)(A) below, or (ii) a period of twelve (12) months following the effective date of the Release if Executive is terminated without Cause either (A) at any time within six (6) months after a Change in Control Invention Assignment Agreement (as defined below) or (B) at any time on or before ), In the one-year anniversary event of termination by the Effective DateCompany without Cause pursuant to this Section 8(d)(ii), Executive shall have no duty to mitigate damages.

By Company. Notwithstanding Executive's employment under this Agreement may be ---------- terminated by the Company at any other provision in time for cause. For the purposes of this Section 7.1, "cause" shall mean: (a) the conviction of Executive for an act or acts of dishonesty by Executive that constitutes a felony under applicable law and that subjects the Company to substantial loss or detriment, as determined by a majority of the members of the Board; (b) the imposition of disciplinary action against Executive, pursuant to a final non-appealable action, by a regulatory body having disciplinary authority over members of Executive's profession, which disciplinary action prevents Executive from performing his duties hereunder for a period of not less than thirty-one (31) consecutive days and is determined by a majority of the members of the Board to have caused substantial loss or detriment to the Company; or (c) Executive's habitual neglect of, or refusal to perform, his duties under this Agreement, or deliberate and intentional disregard of lawful instructions from the Board; provided, however, that -------- ------- Executive shall have received written notice of such alleged neglect, refusal, or disregard from the Board (at its sole discretion) and shall have failed within thirty (30) days after the right to terminate Executive’s employment at any time, for any reason or no reason, immediately upon written receipt of such notice to Executivecure and correct such alleged neglect, refusal, or disregard (or to begin in good faith to effect such cure and correction if such cannot practically be completed within such 30-day period). If the Board terminates Executive’s 's employment pursuant to is terminated under this Section 5(d)(2) without Cause7.1, the Company shall have no further obligation to Executive hereunder except to pay to Executive the Accrued Obligations. In additionhim, if the Company terminates Executive’s employment without Cause, subject to Executive signing (and not revoking) a complete and general release of any and all claims in favor of the Company and its affiliates in a form and substance satisfactory to the Company (the “Release”) within twenty-one (21) days (or such longer period as may be required by applicable law to obtain a complete and general release of claims) (the “Release Execution Deadline”) after the Company provides the form of Release to you, upon a termination of Executive’s employment by the Company without Cause, Executive shall continue to receive his Base Salary through the end of the applicable Severance Period (as defined below) (the “Severance Payments”) in accordance with the Company’s standard payroll policies then in effect. Such Release shall be in substantially the same form as attached as Exhibit A hereto, which shall be subject to necessary changes to comply with changes in applicable law to obtain a valid and complete general release of claims. Executive’s right to receive and retain any of the Severance Payments is contingent upon Executive’s compliance with his continuing obligations to the Company under the terms of this Agreement and the Release. For purposes of this Agreement, the term “Severance Period” shall mean either (i) a period of twelve (12) months following cash on the effective date of such termination, any amount accrued but unpaid hereunder as of the Release if termination date and to permit Executive to exercise (within the 30-day period thereafter) the stock option described in Section 3.3 with respect to the number of shares for which the option has vested as of such termination date, and except that the rights of Executive (and the obligations of the Company) under Section 8 shall continue without regard to such termination. If Executive's employment is terminated without Cause after by the one year anniversary of Company for cause, as provided above, this Agreement shall terminate and neither party shall have any further obligation to the Effective Date other, except as provided above, and not subject to Section 5(d)(2)(ii)(A) below, or (ii) a period of twelve (12) months following the effective date of the Release if Executive is terminated without Cause either (A) at any time within six (except for Executive's agreements contained in Sections 5 and 6) months after a Change in Control (as defined below) or (B) at any time on or before the one-year anniversary of the Effective Date.

By Company. Notwithstanding any other provision in this Agreement, the Board (at its sole discretion) shall have the right to terminate Executive’s 's employment at any time, for any reason or no reason, immediately upon written notice to Executive. If the Board terminates Executive’s 's employment pursuant to this Section 5(d)(2) without Cause7(d)(ii), the Company shall pay to Executive the Accrued Obligations. In addition, if the Company Board terminates Executive’s 's employment without Causepursuant to this Section 7(d)(ii) or if Executive resigns pursuant to Section 7(e), in either case prior to a Change in Control, subject to Executive signing promptly executing (and not revoking) a complete and general release of any and all claims in favor arising out of the Company and its affiliates his employment in a form and substance satisfactory that is acceptable to the Company (the “Release”) within twenty-one (21) 21 days of Executive's termination (or such other longer period as may be required by applicable law law), the Company shall pay the Executive one times his Salary at the annualized rate in effect on the date of his termination. Further, if the Company (or its successor in a Change in Control) terminates Executive's employment pursuant to obtain this Section 7(d)(ii) or if Executive resigns pursuant to Section 7(e) in either case upon or following a complete Change in Control, subject to Executive promptly executing (and not revoking) a general release of claimsall claims arising out of his employment in a form that is acceptable to the Company (or such successor) within 21 days of Executive's termination (or such other longer period as may be required by applicable law), the Company shall pay the Executive 1.5 times his Salary and 1.5 times his target Annual Bonus, in each case at the annualized rate in effect on the date of his termination. Any severance payment as provided in either of the immediately preceding two sentences, as applicable, is referred to herein as the “Release Execution DeadlineSeverance Payment”. Subject to Section 8(b) after below, the Company provides shall pay the form Severance Payment in substantially equal installments in accordance with the Company's standard payroll practices over a period of Release to youtwelve or eighteen consecutive months, upon a termination of as applicable, with the first installment payable in the month following the month in which Executive’s employment by the Company without Cause, Executive shall continue to receive his Base Salary through the end of the applicable Severance Period 's Separation from Service (as defined below) occurs. (For purposes of clarity, each such installment shall equal the “applicable fraction of the aggregate Severance Payments”Payment. For example, if such installments were to be made on a monthly basis, each installment would equal one-twelfth (1/12th) in accordance with or one-eighteenth (1/18th), as applicable, of the Company’s standard payroll policies then in effect. Such Release shall be in substantially the same form as attached as Exhibit A hereto, which shall be subject to necessary changes to comply with changes in applicable law to obtain a valid and complete general release of claims. Severance Payment.) Executive’s 's right to receive and retain any of the Severance Payments Payment (as a result of a termination by either the Company without Cause or by Executive for Good Reason) is contingent upon Executive’s 's compliance with his Executive's continuing obligations to the Company under the terms of this Agreement and the Release. For purposes of this Agreement, the term “Severance Period” shall mean either (i) a period of twelve (12) months following the effective date of the Release if Executive is terminated without Cause after the one year anniversary of the Effective Date Proprietary Information and not subject to Section 5(d)(2)(ii)(A) below, or (ii) a period of twelve (12) months following the effective date of the Release if Executive is terminated without Cause either (A) at any time within six (6) months after a Change in Control Invention Assignment Agreement (as defined below) or (B) at any time on or before ). In the one-year anniversary event of termination by the Effective DateCompany without Cause pursuant to this Section 7(d)(ii), Executive shall have no duty to mitigate damages.