Common use of Change in Control Period Clause in Contracts

Change in Control Period. In the event that a Qualifying Termination occurs within the Change in Control Period, then, subject to your signing the Separation Agreement and Release and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination: (i) the Company shall pay you a lump sum in cash in an amount equal to the sum of (x) six (6) months of your then current Base Salary (or your Base Salary in effect immediately prior to the Change in Control, if higher), (y) 100% of your Target Bonus for the year in which the Date of Termination occurs, without regard to whether the metrics have been established or achieved for such year and (z) any outstanding expenses and reimbursements under Section 7, including any expenses relating to termination of an apartment lease (the “Change in Control Payment”); provided that the Change in Control constitutes a “change in control event” within the meaning of Treasury Regulation 1.409A-3(i)(5). If the Change in Control does not constitute a “change in control event” within the meaning of Treasury Regulation 1.409A-3(i)(5), the Change in Control Payment will be made in installments in accordance with the installment payment schedule applicable to the Severance Amount set forth in Section 10 above; and (ii) notwithstanding anything to the contrary in any applicable stock option agreement, restricted stock agreement or other stock-based award agreement, all stock options, restricted stock and other stock-based awards subject to time-based vesting held by you (the “Time-Based Equity Awards”) shall immediately accelerate and become fully exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the Effective Date of the Separation Agreement and Release (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the Effective Date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release becoming fully effective within the time period set forth therein. Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and (iii) subject to your copayment of premium amounts at the applicable active employees’ rate and your proper election to receive benefits under COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to you if you had remained employed by the Company until the earliest of (A) the six (6) month anniversary of the Date of Termination; (B) your eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of your continuation rights under COBRA; provided, however, if the Company reasonably determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to you for the time period specified above. Such payments, if to you, shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA. The amounts payable under this Section 11, to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.

Change in Control Period. In During the event that a Qualifying Termination occurs within Term, if during the Change in Control PeriodPeriod the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason, then, subject to your the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination: (i) the Company shall pay you the Executive a lump sum in cash in an amount equal to the sum of (xi) six one and one-half (61.5) months times the sum of your (A) the Executive’s then current Base Salary (or your the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher), ) plus (yB) 100% of your the Executive’s Target Bonus for the then-current year and (ii) a prorated bonus for the fiscal year in which the Date of Termination occurs, without regard to whether which prorated amount shall be calculated by assuming such bonus is awarded at target and then prorating such bonus based on when in the metrics have been established or achieved for such fiscal year and the Date of Termination occurs (z) any outstanding expenses and reimbursements under Section 7collectively, including any expenses relating to termination of an apartment lease (the “Change in Control Payment”); provided that the Change in Control constitutes a “change in control event” within the meaning of Treasury Regulation 1.409A-3(i)(5). If the Change in Control does not constitute a “change in control event” within the meaning of Treasury Regulation 1.409A-3(i)(5), the Change in Control Payment will be made in installments in accordance with the installment payment schedule applicable to the Severance Amount set forth in Section 10 above; and (ii) notwithstanding anything to the contrary in any applicable stock option agreement, restricted stock agreement or other stock-based award agreement, to the extent not previously accelerated pursuant to Section 2(f), all stock options, restricted stock and other stock-based awards subject to time-based vesting held by you (the “Time-Based Equity Awards”) Awards shall immediately accelerate and become fully exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the Effective Date of the Separation Agreement and Release (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the Effective Date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release becoming fully effective within the time period set forth therein. Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date; and (iii) subject to your the Executive’s copayment of premium amounts at the applicable active employees’ rate and your the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider, the COBRA provider or the COBRA provider Executive a monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to you the Executive if you the Executive had remained employed by the Company until the earliest of (A) the six eighteen (618) month anniversary of the Date of Termination; (B) your the Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of your the Executive’s continuation rights under COBRA; provided, however, if the Company reasonably determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to you the Executive for the time period specified above. Such payments, if to you, payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA. The amounts payable under this Section 116(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.

Change in Control Period. In During the event that a Qualifying Termination occurs within Term, if during the Change in Control Period, the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates his employment for Good Reason as provided in Section 3(e), then, subject to your the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination: (i) the Company shall pay you the Executive a lump sum in cash in an amount equal to the sum of (xA) six (6) months of your two times the Executive’s then current Base Salary (or your the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher), ) plus (yB) 100% of your two times the Executive’s Target Bonus for the then-current year in which the Date of Termination occurs, without regard to whether the metrics have been established or achieved for such year and (z) any outstanding expenses and reimbursements under Section 7, including any expenses relating to termination of an apartment lease (the “Change in Control Payment”); provided that the Change in Control constitutes a “change in control event” within the meaning of Treasury Regulation 1.409A-3(i)(5). If the Change in Control does not constitute a “change in control event” within the meaning of Treasury Regulation 1.409A-3(i)(5), the Change in Control Payment will shall be made reduced by the amount of the Restrictive Covenants Agreement Setoff, if applicable, paid or to be paid in installments in accordance with the installment payment schedule applicable to the Severance Amount set forth in Section 10 abovesame calendar year; and (ii) notwithstanding anything to the contrary in any applicable stock option agreement, restricted stock agreement or other stock-based award agreement, all stock options, restricted stock and other stock-based awards subject to time-based vesting held by you (the “Time-Based Equity Awards”) Awards and the Milestone Option Award shall immediately accelerate and become fully exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the Effective Date of the Separation Agreement and Release (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards or Milestone Option Award that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the Effective Date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release becoming fully effective within the time period set forth therein. Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards or the Milestone Option Award shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date; and (iii) subject to your the Executive’s copayment of premium amounts at the applicable active employees’ rate and your the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to you the Executive and his dependents if you the Executive had remained employed by the Company until the earliest of (A) the six (6) 18 month anniversary of the Date of Termination; (B) your the Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of your the Executive’s continuation rights under COBRA; provided, however, if the Company reasonably determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall will convert such payments to payroll payments directly to you the Executive for the time period specified above. Such payments, if to you, payments shall be deemed a type of “severance pay” under the meaning assigned in the Yumanity Therapeutics 401(k) Plan and shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA. The amounts payable under this Section 116(a)(i) and (iii), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.

Change in Control Period. In During the event that a Qualifying Termination occurs within Term, if during the Change in Control PeriodPeriod the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason, then, subject to your the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination: : (i) the Company shall pay you the Executive a lump sum in cash in an amount equal to the sum of (xi) six two (62) months times the sum of your (A) the Executive’s then current Base Salary (or your the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher), ) plus (yB) 100% of your the Executive’s Target Bonus for the then-current year and (ii) a prorated bonus for the fiscal year in which the Date of Termination occurs, without regard to whether which prorated amount shall be calculated by assuming such bonus is awarded at target and then prorating such bonus based on when in the metrics have been established or achieved for such fiscal year and the Date of Termination occurs (z) any outstanding expenses and reimbursements under Section 7collectively, including any expenses relating to termination of an apartment lease (the “Change in Control Payment”); provided that the Change in Control constitutes a “change in control event” within the meaning of Treasury Regulation 1.409A-3(i)(5). If the Change in Control does not constitute a “change in control event” within the meaning of Treasury Regulation 1.409A-3(i)(5), the Change in Control Payment will be made in installments in accordance with the installment payment schedule applicable to the Severance Amount set forth in Section 10 above; and and (ii) notwithstanding anything to the contrary in any applicable stock option agreement, restricted stock agreement or other stock-based award agreement, to the extent not previously accelerated pursuant to Section 2(f), all stock options, restricted stock and other stock-based awards subject to time-based vesting held by you (the “Time-Based Equity Awards”) Awards shall immediately accelerate and become fully exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the Effective Date of the Separation Agreement and Release (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the Effective Date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release becoming fully effective within the time period set forth therein. Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date; and and (iii) subject to your the Executive’s copayment of premium amounts at the applicable active employees’ rate and your the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider, the COBRA provider or the COBRA provider Executive a monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to you the Executive if you the Executive had remained employed by the Company until the earliest of (A) the six (6) month anniversary of the Date of Termination; (B) your eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of your continuation rights under COBRA; provided, however, if the Company reasonably determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to you for the time period specified above. Such payments, if to you, shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA. The amounts payable under this Section 11, to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.eighteen

Change in Control Period. In During the event that a Qualifying Termination occurs within Term, if during the Change in Control PeriodPeriod the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason, then, subject to your the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination: (i) the Company shall pay you the Executive a lump sum in cash in an amount equal to the sum of (xi) six one and one-half (61.5) months of your times the Executive’s then current Base Salary (or your the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher), (y) 100% of your Target Bonus for the year in which the Date of Termination occurs, without regard to whether the metrics have been established or achieved for such year and (z) any outstanding expenses and reimbursements under Section 7, including any expenses relating to termination of an apartment lease (the “Change in Control Payment”); provided that the Change in Control constitutes a “change in control event” within the meaning of Treasury Regulation 1.409A-3(i)(5). If the Change in Control does not constitute a “change in control event” within the meaning of Treasury Regulation 1.409A-3(i)(5), the Change in Control Payment will be made in installments in accordance with the installment payment schedule applicable to the Severance Amount set forth in Section 10 above; and (ii) notwithstanding anything to the contrary in any applicable stock option agreement, restricted stock agreement or other stock-based award agreement, to the extent not previously accelerated pursuant to Section 2(f), all stock options, restricted stock and other stock-based awards subject to time-based vesting held by you (the “Time-Based Equity Awards”) Awards shall immediately accelerate and become fully exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the Effective Date of the Separation Agreement and Release (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the Effective Date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release becoming fully effective within the time period set forth therein. Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date; and (iii) subject to your the Executive’s copayment of premium amounts at the applicable active employees’ rate and your the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider, the COBRA provider or the COBRA provider Executive a monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to you the Executive if you the Executive had remained employed by the Company until the earliest of (A) the six eighteen (618) month anniversary of the Date of Termination; (B) your the Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of your the Executive’s continuation rights under COBRA; provided, however, if the Company reasonably determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to you the Executive for the time period specified above. Such payments, if to you, payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA. The amounts payable under this Section 116(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.

Change in Control Period. In During the event that a Qualifying Termination occurs within Term, if during the Change in Control PeriodPeriod the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason, then, subject to your the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination: (i) the Company shall pay you the Executive a lump sum in cash in an amount equal to the sum of (xi) six one and one-half (61.5) months times the sum of your (A) the Executive’s then current Base Salary (or your the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher), ) plus (yB) 100% of your the Executive’s Target Bonus for the then-current year and (ii) a prorated bonus for the fiscal year in which the Date of Termination occurs, without regard to whether which prorated amount shall be calculated by assuming such bonus is awarded at target and then prorating such bonus based on when in the metrics have been established or achieved for such fiscal year and the Date of Termination occurs (z) any outstanding expenses and reimbursements under Section 7collectively, including any expenses relating to termination of an apartment lease (the “Change in Control Payment”); provided that the Change in Control constitutes a “change in control event” within the meaning of Treasury Regulation 1.409A-3(i)(5). If the Change in Control does not constitute a “change in control event” within the meaning of Treasury Regulation 1.409A-3(i)(5), the Change in Control Payment will be made in installments in accordance with the installment payment schedule applicable to the Severance Amount set forth in Section 10 above; and (ii) notwithstanding anything to the contrary in any applicable stock option agreement, restricted stock agreement or other stock-based award agreement, to the extent not previously accelerated pursuant to Section 2(f), all stock options, restricted stock and other stock-based awards subject to time-based vesting held by you (the “Time-Based Equity Awards”) Awards shall immediately accelerate and become fully exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the Effective Date of the Separation Agreement and Release (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the Effective Date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release becoming fully effective within the time period set forth therein. Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards 7 shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date; and (iii) subject to your the Executive’s copayment of premium amounts at the applicable active employees’ rate and your the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider, the COBRA provider or the COBRA provider Executive a monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to you the Executive if you the Executive had remained employed by the Company until the earliest of (A) the six eighteen (618) month anniversary of the Date of Termination; (B) your the Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of your the Executive’s continuation rights under COBRA; provided, however, if the Company reasonably determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to you the Executive for the time period specified above. Such payments, if to you, payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA. The amounts payable under this Section 116(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.

Change in Control Period. In During the event that a Qualifying Termination occurs within Term, if during the Change in Control PeriodPeriod the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason, then, subject to your the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination: : (i) the Company shall pay you the Executive a lump sum in cash in an amount equal to the sum of (xi) six one and one-half (61.5) months times the sum of your (A) the Executive’s then current Base Salary (or your the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher), ) plus (yB) 100% of your the Executive’s Target Bonus for the then-current year and (ii) a prorated bonus for the fiscal year in which the Date of Termination occurs, without regard to whether which prorated amount shall be calculated by assuming such bonus is awarded at target and then prorating such bonus based on when in the metrics have been established or achieved for such fiscal year and the Date of Termination occurs (z) any outstanding expenses and reimbursements under Section 7collectively, including any expenses relating to termination of an apartment lease (the “Change in Control Payment”); provided that the Change in Control constitutes a “change in control event” within the meaning of Treasury Regulation 1.409A-3(i)(5). If the Change in Control does not constitute a “change in control event” within the meaning of Treasury Regulation 1.409A-3(i)(5), the Change in Control Payment will be made in installments in accordance with the installment payment schedule applicable to the Severance Amount set forth in Section 10 above; and and (ii) notwithstanding anything to the contrary in any applicable stock option agreement, restricted stock agreement or other stock-based award agreement, all stock options, restricted stock and other stock-based awards subject to time-based vesting held by you (the “Time-Based Equity Awards”) Awards shall immediately accelerate and become fully exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the Effective Date of the Separation Agreement and Release (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the Effective Date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release becoming fully effective within the time period set forth therein. Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date; and and (iii) subject to your the Executive’s copayment of premium amounts at the applicable active employees’ rate and your the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider, the COBRA provider or the COBRA provider Executive a monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to you the Executive if you the Executive had remained employed by the Company until the earliest of (A) the six eighteen (618) month anniversary of the Date of Termination; (B) your the Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of your continuation rights under COBRA; provided, however, if the Company reasonably determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to you for the time period specified above. Such payments, if to you, shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA. The amounts payable under this Section 11, to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.for

Change in Control Period. In the event that a Qualifying Termination occurs within the Change in Control Period, then, subject to your signing the Separation Agreement and Release and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination: (i) the Company shall pay you a lump sum in cash in an amount equal to the sum of (x) six nine (69) months of your then current Base Salary (or your Base Salary in effect immediately prior to the Change in Control, if higher), ) and (y) 100% of your Target Bonus for the year in which the Date of Termination occurs, without regard to whether the metrics have been established or achieved for such year and (zyear) any outstanding expenses and reimbursements under Section 7, including any expenses relating to termination of an apartment lease (the “Change in Control Payment”); provided that the Change in Control constitutes a “change in control event” within the meaning of Treasury Regulation 1.409A-3(i)(5l.409A-3(i)(5). If the Change in Control does not constitute a “change in control event” within the meaning of Treasury Regulation 1.409A-3(i)(5l.409A-3(i)(5), the Change in Control Payment will be made in installments in accordance with the installment payment schedule applicable to the Severance Amount set forth in Section 10 9 above; and (ii) notwithstanding anything to the contrary in any applicable stock option agreement, restricted stock agreement or other stock-based award agreement, all stock options, restricted stock and other stock-based awards subject to time-based vesting held by you (the “Time-Based Equity Awards”) shall immediately accelerate and become fully exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the Effective Date of the Separation Agreement and Release (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the Effective Date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release becoming fully effective within the time period set forth therein. Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and (iii) subject to your copayment of premium amounts at the applicable active employees’ rate and your proper election to receive benefits under COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to you if you had remained employed by the Company until the earliest of (A) the six nine (69) month anniversary of the Date of Termination; (B) your eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of your continuation rights under COBRA; provided, however, if the Company reasonably determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to you for the time period specified above. Such payments, if to you, shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA. The amounts payable under this Section 1110, to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.

Change in Control Period. In During the event that a Qualifying Termination occurs within Term, if during the Change in Control PeriodPeriod the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason, then, subject to your the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination: (i) the Company shall pay you the Executive a lump sum in cash in an amount equal to the sum of (xi) six one and one-half (61.5) months of your times the Executive’s then current Base Salary (or your the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher), (y) 100% of your Target Bonus for the year in which the Date of Termination occurs, without regard to whether the metrics have been established or achieved for such year and (z) any outstanding expenses and reimbursements under Section 7, including any expenses relating to termination of an apartment lease (the “Change in Control Payment”); provided that the Change in Control constitutes a “change in control event” within the meaning of Treasury Regulation 1.409A-3(i)(5). If the Change in Control does not constitute a “change in control event” within the meaning of Treasury Regulation 1.409A-3(i)(5), the Change in Control Payment will be made in installments in accordance with the installment payment schedule applicable to the Severance Amount set forth in Section 10 above; and (ii) notwithstanding anything to the contrary in any applicable stock option agreement, restricted stock agreement or other stock-based award agreement, to the extent not previously accelerated pursuant to Section 2(f), all stock options, restricted stock and other stock-based awards subject to time-based vesting held by you (the “Time-Based Equity Awards”) Awards shall immediately accelerate and become fully exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the Effective Date of the Separation Agreement and Release (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the Effective Date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release becoming fully effective within the time period set forth therein. Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date; and (iii) subject to your copayment of premium amounts at the applicable active employees’ rate and your proper election to receive benefits under COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to you if you had remained employed by the Company until the earliest of (A) the six (6) month anniversary of the Date of Termination; (B) your eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of your continuation rights under COBRA; provided, however, if the Company reasonably determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to you for the time period specified above. Such payments, if to you, shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA. The amounts payable under this Section 11, to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.

Change in Control Period. In the event that a Qualifying Termination occurs within the Change in Control Period, then, subject to your signing the Separation Agreement and Release and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination: (i) the Company shall pay you a lump sum in cash in an amount equal to the sum of (x) six nine (69) months of your then current Base Salary (or your Base Salary in effect immediately prior to the Change in Control, if higher), (y) 100% of your Target Bonus for the year in which the Date of Termination occurs, without regard to whether the metrics have been established or achieved for such year and (z) any outstanding expenses and reimbursements under Section 7, including any expenses relating to termination of an apartment lease (the “Change in Control Payment”); provided that the Change in Control constitutes a “change in control event” within the meaning of Treasury Regulation 1.409A-3(i)(5). If the Change in Control does not constitute a “change in control event” within the meaning of Treasury Regulation 1.409A-3(i)(5), the Change in Control Payment will be made in installments in accordance with the installment payment schedule applicable to the Severance Amount set forth in Section 10 above; and (ii) notwithstanding anything to the contrary in any applicable stock option agreement, restricted stock agreement or other stock-based award agreement, all stock options, restricted stock and other stock-based awards subject to time-based vesting held by you (the “Time-Based Equity Awards”) shall immediately accelerate and become fully exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the Effective Date of the Separation Agreement and Release (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the Effective Date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release becoming fully effective within the time period set forth therein. Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and (iii) subject to your copayment of premium amounts at the applicable active employees’ rate and your proper election to receive benefits under COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to you if you had remained employed by the Company until the earliest of (A) the six nine (69) month anniversary of the Date of Termination; (B) your eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of your continuation rights under COBRA; provided, however, if the Company reasonably determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to you for the time period specified above. Such payments, if to you, shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA. The amounts payable under this Section 11, to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.

Change in Control Period. In the event that a Qualifying Termination occurs within the Change in Control Period, then, subject to your signing the Separation Agreement and Release and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination: (i) the Company shall pay you a lump sum in cash in an amount equal to the sum of (x) six (6) months of your then current Base Salary (or your Base Salary in effect immediately prior to the Change in Control, if higher), ) and (y) 100% of your Target Bonus for the year in which the Date of Termination occurs, without regard to whether the metrics have been established or achieved for such year and (zyear) any outstanding expenses and reimbursements under Section 7, including any expenses relating to termination of an apartment lease (the “Change in Control Payment”); provided that the Change in Control constitutes a “change in control event” within the meaning of Treasury Regulation 1.409A-3(i)(5). If the Change in Control does not constitute a “change in control event” within the meaning of Treasury Regulation 1.409A-3(i)(5), the Change in Control Payment will be made in installments in accordance with the installment payment schedule applicable to the Severance Amount set forth in Section 10 9 above; and (ii) notwithstanding anything to the contrary in any applicable stock option agreement, restricted stock agreement or other stock-based award agreement, all stock options, restricted stock and other stock-based awards subject to time-based vesting held by you (the “Time-Based Equity Awards”) shall immediately accelerate and become fully exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the Effective Date of the Separation Agreement and Release (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the Effective Date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release becoming fully effective within the time period set forth therein. Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and (iii) subject to your copayment of premium amounts at the applicable active employees’ rate and your proper election to receive benefits under COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to you if you had remained employed by the Company until the earliest of (A) the six (6) month anniversary of the Date of Termination; (B) your eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of your continuation rights under COBRA; provided, however, if the Company reasonably determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to you for the time period specified above. Such payments, if to you, shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA. The amounts payable under this Section 1110, to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.

Change in Control Period. In the event that a Qualifying Termination occurs within the Change in Control Period, then, subject to your signing the Separation Agreement and Release and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination: (i) the Company shall pay you a lump sum in cash in an amount equal to the sum of (x) six twelve (612) months of your then current Base Salary (or your Base Salary in effect immediately prior to the Change in Control, if higher), ) and (y) 100% of your Target Bonus for the year in which the Date of Termination occurs, without regard to whether the metrics have been established or achieved for such year and (zyear) any outstanding expenses and reimbursements under Section 7, including any expenses relating to termination of an apartment lease (the “Change in Control Payment”); provided that the Change in Control constitutes a “change in control event” within the meaning of Treasury Regulation 1.409A-3(i)(5). If the Change in Control does not constitute a “change in control event” within the meaning of Treasury Regulation 1.409A-3(i)(5l.409A-3(i)(5), the Change in Control Payment will be made in installments in accordance with the installment payment schedule applicable to the Severance Amount set forth in Section 10 9 above; and (ii) notwithstanding anything to the contrary in any applicable stock option agreement, restricted stock agreement or other stock-based award agreement, all stock options, restricted stock the Option and other stock-based awards any Additional Grants subject to time-based vesting held by you (the “Time-Based Equity Awards”) shall immediately accelerate and become fully exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the Effective Date of the Separation Agreement and Release (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the Effective Date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the absence of 000 Xxxxxxxx Xxxxx | Xxxxx 000 | Xxxxxxxxx, XX 00000 the Separation Agreement and Release becoming fully effective within the time period set forth therein. Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and (iii) subject to your copayment of premium amounts at the applicable active employees’ rate and your proper election to receive benefits under COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to you if you had remained employed by the Company until the earliest of (A) the six twelve (612) month anniversary of the Date of Termination; (B) your eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of your continuation rights under COBRA; provided, however, if the Company reasonably determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to you for the time period specified above. Such payments, if to you, shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA. The amounts payable under this Section 1110, to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.

Change in Control Period. In During the event that a Qualifying Termination occurs within Term, if during the Change in Control PeriodPeriod the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason, then, subject to your the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination: (i) the Company shall pay you the Executive a lump sum in cash in an amount equal to the sum of (xA) six an amount equal to twelve (612) months of your the Executive’s then current Base Salary (or your the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher), ) plus (yB) 100% the pro rata portion of your Executive’s Target Bonus through the Termination Date for the then-current year in which the Date of Termination occurs, without regard to whether the metrics have been established or achieved for such year and (z) any outstanding expenses and reimbursements under Section 7, including any expenses relating to termination of an apartment lease (the “Change in Control Payment”); provided that the Change in Control constitutes a “change in control event” within the meaning of Treasury Regulation 1.409A-3(i)(5). If the Change in Control does not constitute a “change in control event” within the meaning of Treasury Regulation 1.409A-3(i)(5), the Change in Control Payment will be made in installments in accordance with the installment payment schedule applicable to the Severance Amount set forth in Section 10 above; and (ii) notwithstanding anything to the contrary in any applicable stock option agreement, restricted stock agreement or other stock-based award agreement, all time-based stock options, restricted stock options and other stock-based awards subject to time-based vesting held by you the Executive (the “Time-Based Equity Awards”) shall immediately accelerate and become fully exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the Effective Date of the Separation Agreement and Release (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the Effective Date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release becoming fully effective within the time period set forth therein. Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date; and (iii) subject to your the Executive’s copayment of premium amounts at the applicable active employees’ rate and your the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider, the COBRA provider or the COBRA provider Executive a monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to you the Executive if you the Executive had remained employed by the Company until the earliest of (A) the six twelve (612) month anniversary of the Date of Termination; (B) your the Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of your the Executive’s continuation rights under COBRA; provided, however, if the Company reasonably determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to you the Executive for the time period specified above. Such payments, if to you, payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA. The amounts payable under this Section 116(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.