Common use of Change in Control Severance Benefits Clause in Contracts

Change in Control Severance Benefits. If there is a Change in Control, and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) above, the Executive shall be entitled to the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and the Pro Rata Bonus and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (24) months of the Executive’s Base Salary at the rate in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sections.

Change in Control Severance Benefits. If there is a Change in Control, and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) above, the Executive shall be entitled to the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and the Pro Rata Bonus and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (24) months of the Executive’s Base Salary at the rate in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sections.

Change in Control Severance Benefits. If there In the event that the Company (or any surviving or acquiring corporation) terminates Employee’s employment without Just Cause or Employee resigns for Good Reason within one (1) month prior to or twelve (12) months following the effective date of a Change in Control (“Change in Control Termination”), and upon the execution of a Release, Employee shall be entitled to receive the following Change in Control severance benefits: (i) a lump-sum cash payment in an amount equal to (A) Employee’s annual base salary then in effect, plus (B) the greater of (1) Employee’s annualized target bonus award for the year in which Employee’s employment terminates or (2) the Annual Bonus amount paid to Employee in the immediately preceding year; (ii) payment of any accrued but unused vacation and sick leave; (iii) payment of Employee’s target bonus award for the year in which Employee’s employment terminates, prorated through the date of the Change in Control Termination; (iv) the Company (or any surviving or acquiring corporation) shall pay the premiums of Employee’s group health insurance COBRA continuation coverage, including coverage for Employee’s eligible dependents, for a maximum period of twelve (12) months following a Change in Control Termination; and (v) the Company (or any surviving or acquiring corporation) shall pay the costs of outplacement assistance services from an outplacement agency selected by Employee for a period of six (6) months following a Change in Control Termination, up to maximum of $7,500 in aggregate; provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Employee’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the Change in Control Termination and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Employee’s eligibility for comparable group health insurance provided by a new employer of Employee. Employee agrees that the Company’s (or any surviving or acquiring corporation’s) payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of Employee’s coverage by a health insurance plan of a subsequent employer. For the balance of the period that Employee is entitled to coverage under federal COBRA law, if any, Employee shall be entitled to maintain such coverage at Employee’s own expense. In addition, notwithstanding anything contained in Employee’s stock option or other equity award agreements to the contrary, in the event the Company (or any surviving or acquiring corporation) terminates Employee’s employment without Just Cause or Employee resigns for Good Reason within one (1) month prior to or twelve (12) months following the effective date of a Change in Control, and within one any surviving corporation or acquiring corporation assumes Employee’s stock options and/or equity awards, as applicable, or substitutes similar stock options or equity awards for Employee’s stock options and/or equity awards, as applicable, in accordance with the terms of the Company’s equity incentive plans, then (1i) year the vesting of such Change in Controlall of Employee’s stock options and/or equity awards (or any substitute stock options or equity awards), the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) aboveas applicable, the Executive shall be entitled to accelerated in full and (ii) the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations term and the Pro Rata Bonus and, in addition, subject period during which Employee’s stock options may be exercised shall be extended to the provisions of Section 19, twelve (A) an amount equal to twenty-four (2412) months of the Executive’s Base Salary at the rate in effect on after the date of Employee’s termination or resignationof employment; provided, payable that, in a lump sum within sixty (60) calendar days of no event shall such options be exercisable after the expiration date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay options as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, set forth in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if stock option grant notice and/or agreement evidencing such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sectionsoptions.

Change in Control Severance Benefits. If there is (a) In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment for a Termination Without Cause or Executive resigns in connection with a Termination for Good Reason within 12 months following the effective date of a Change in ControlControl (“Change in Control Termination”), and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(fupon compliance with Section 9.2(c) above, the Executive shall be entitled eligible to receive the followingfollowing Change in Control severance benefits instead of the Severance Benefits set forth in Section 9.2 above: (Ii) if such termination is a termination by lump-sum cash payment in an amount equal to Executive’s annual Base Salary then in effect for a period of twelve (12) months, less applicable withholdings and deductions, paid on the Company without Cause pursuant to Section 4(a) or 60th day following the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and the Pro Rata Bonus and, Change in addition, subject to the provisions of Section 19, Control Termination; (Aii) an amount equal to twenty-four 1.0 times (241.0x) months of the Executive’s Base Salary at the rate in effect then current annual Target Bonus paid on the date of termination or resignation, payable 60th day following the Change in a lump sum within sixty (60) calendar days of the date of termination or resignationControl Termination; and (Biii) provided the Executive timely elects continuation coverage under COBRA, the Company (or any surviving or acquiring corporation) shall also pay, on pay the Executive’s behalf, the portion premiums of monthly premiums for the Executive’s group health insuranceinsurance COBRA continuation coverage, including coverage for the Executive’s eligible dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen twelve (1812) month months following a Change in Control Termination (such period following the date of termination or resignation, subject to the qualifications of this Section 9.3(a) referred to as “CIC COBRA Payment Period”); provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Executive and Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those coverage for which Executive and Executive’s eligible dependents who were enrolled immediately prior to the Change in Control Termination; and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive or upon Executive no longer being eligible for COBRA during the CIC COBRA Payment Period; and (c) the Company’s obligation to pay such premiums shall be contingent on Executive’s timely election of continued group health insurance coverage under COBRA. Executive agrees that the Company’s (or any surviving or acquiring corporation’s) payment of health insurance premiums will satisfy the Company’s obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of termination or resignationExecutive’s coverage by a health insurance plan of a subsequent employer. The Executive will continue to be required to pay that portion For the balance of the premium for the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignationown expense. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the event that under applicable guidance payment of the reimbursement of COBRA premiums causes would result in a violation of the Company’s group health plan to violate nondiscrimination rules of Section 105(h)(2) of the Code or any applicable nondiscrimination rulestatute or regulation of similar effect (including, without limitation, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; 2010 Patient Protection and (II) if such termination is a termination or resignation under Affordable Care Act, as amended by the circumstances described in Sections 4(c2010 Health Care and Education Reconciliation Act), 4(d), 4(e) or 4(f)then in lieu of providing the COBRA premiums, the Executive shall be entitled to Company will instead pay Executive, on the compensation and benefits for which first day of each month of the Executive is eligible under such sectionsremainder of the CIC COBRA Payment Period, the Special Severance Payment.

Change in Control Severance Benefits. If there In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Cause or Executive resigns for Good Reason within two (2) months prior to or twelve (12) months following the effective date of a Change in Control (“Change in Control Termination”), and upon compliance with Section 5.5 above, Executive shall be eligible to receive the following Change in Control severance benefits: (i) a lump-sum cash payment in an amount equal to twelve (12) months of the Executive’s annual base salary payments then in effect; and (ii) the Company (or any surviving or acquiring corporation) shall pay the premiums of Executive’s group health insurance COBRA continuation coverage, including coverage for Executive’s eligible dependents, for a maximum period of twelve (12) months following a Change in Control Termination; provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Executive’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the Change in Control Termination and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. Executive agrees that the Company’s (or any surviving or acquiring corporation’s) payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of Executive’s coverage by a health insurance plan of a subsequent employer. For the balance of the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive’s own expense. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive, fully taxable cash payments equal to and paid at the same time as the COBRA premiums that otherwise would have been paid, subject to applicable tax withholdings. To receive the payments under (i) and (ii) above, Executive’s termination or resignation must constitute a Separation from Service and Executive must execute and allow the Release to become effective within 60 days of the effective date of the Change in Control or Executive’s termination or resignation, whichever is later (the “Release Date”). Such payments shall not be paid prior to the Release Date, rather, subject to the aforementioned conditions, on the Release Date the Company will pay Executive such payments in a lump sum that Executive would have received on or prior to such date under the original schedule, with the balance of such payments being paid as originally scheduled. In addition, notwithstanding anything contained in Executive’s stock option or other equity award agreements to the contrary, in the event the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Cause or Executive resigns for Good Reason within two (2) months prior to or twelve (12) months following the effective date of a Change in Control, and within one (1) year of such Change in Control, the any surviving corporation or acquiring corporation assumes Executive’s employment is terminated under stock options and/or equity awards, as applicable, or substitutes similar stock options or equity awards for Executive’s stock options and/or equity awards, as applicable, in accordance with the circumstances described in Sections 4(aterms of the Company’s equity incentive plans, then (i) through 4(f) abovethe vesting of all of Executive’s stock options and/or equity awards (or any substitute stock options or equity awards), the Executive as applicable, shall be entitled accelerated in full and (ii) the period during which Executive’s stock options may be exercised shall be extended to the following: twelve (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and the Pro Rata Bonus and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (2412) months of the Executive’s Base Salary at the rate in effect on after the date of Executive’s termination or resignationof employment; provided, payable that, in a lump sum within sixty (60) calendar days of no event shall such options be exercisable after the expiration date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay options as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, set forth in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if stock option grant notice and/or agreement evidencing such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sectionsoptions.

Change in Control Severance Benefits. If there is a Change in Control, and In the event that the Company terminates Executive's employment without Just Cause or Executive resigns for Good Reason within one (1) year month prior to or thirteen (13) months following the effective date of such a Change in ControlControl (as defined below), ("Change in Control Termination"), and upon the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) aboveexecution of a Release (Exhibit B), the Executive shall be entitled to receive the followingfollowing Change in Control Severance Benefits: (Ii) if such termination is continuation of Executive's base salary, then in effect, for a termination by period of two (2) years following the Termination Date, paid on the same basis and at the same time as previously paid; (ii) payment of any accrued but unused vacation and sick leave; (iii) the Company shall reimburse Executive, on a grossed-up basis, for the after-tax payment of the premiums of Executive's supplemental disability plan for a period of 24 months following a Termination without Just Cause pursuant or for reasons other than Change in Control; (iv) a bonus in the amount equal to Section 4(athe bonus amount paid in the year immediately preceding the Change in Control; and (v) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and the Pro Rata Bonus and, in addition, subject to the provisions premiums of Section 19, (A) an amount equal to twenty-four (24) months of the Executive’s Base Salary at the rate in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s 's group health insuranceinsurance COBRA continuation coverage, including coverage for the Executive’s 's eligible dependents, that the Company paid immediately prior to the date for a maximum period of termination or resignation, during the eighteen (18) month period months following a Change in Control Termination; provided, however, that (a) the date of termination or resignation, subject to the Company shall pay premiums for Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for 's eligible dependents only for coverage for which those eligible dependents who were enrolled immediately prior to the Change in Control Termination and (b) the Company's obligation to pay such premiums shall cease immediately upon Executive's eligibility for comparable group health insurance provided by a new employer of Executive. If Executive obtains new employment pursuant to which he is employed on an average of 30 hours or more each week he may elect, upon written notification to the Company, to receive any unpaid severance benefits (subject to required deductions and tax withholdings) within 14 days after receipt by the company of such written notice. Executive agrees that the Company's payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No premium payments will be made following the effective date of termination or resignationExecutive's coverage by a health insurance plan of a subsequent employer. The Executive will continue to be required to pay that portion For the balance of the premium for the Executive’s health coverageperiod that Executive is entitled to coverage under federal COBRA law, including coverage for the Executive’s eligible dependentsif any, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to maintain such coverage at Executive's own expense. In addition, in the compensation event the Company terminates Executive's employment without Just Cause or that Executive resigns for Good Reason within one (1) month prior to or thirteen (13) months following the effective date of a Change in Control, the vesting of Executive's then outstanding stock options shall be accelerated in full, and benefits for the time during which such options may be exercised shall be extended to 24 months following the Executive is eligible under date of such sectionsChange in Control.

Change in Control Severance Benefits. In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Just Cause or Executive resigns for Good Reason within one (1) month prior to or thirteen (13) months following the effective date of a Change in Control (a “Change in Control Termination”), and upon the execution of a Release, Executive shall be entitled to receive the following Change in Control severance benefits: (i) continuation of Executive’s base salary, then in effect, for a period of eighteen (18) months following the date of termination, paid on the same basis and at the same time as previously paid or as otherwise required under Section 15 of this Agreement; (ii) payment of any accrued but unused vacation and sick leave; (iii) a bonus in the amount equal to the Annual Bonus amount paid to Executive in the year immediately preceding the Change in Control or 50% of the maximum bonus eligibility if the Executive was not employed by the Company during the prior year bonus period; and (iv) the Company (or any surviving or acquiring corporation) shall pay the premiums of Executive’s group health insurance COBRA continuation coverage, including coverage for Executive’s eligible dependents, for a maximum period of eighteen (18) months following a Change in Control Termination; provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Executive’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the Change in Control Termination and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. If there Executive obtains new employment pursuant to which he is employed on an average of 30 hours or more each week, he may request, upon written notification to the Company (or any surviving or acquiring corporation), to receive any unpaid severance benefits (subject to required deductions and tax withholdings) within 14 days after receipt by the Company of such written notice. Executive agrees that the Company’s (or any surviving or acquiring corporation) payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. The vesting and/or exercisability of Executive’s then outstanding stock options and restricted stock in connection with a Change in Control Termination shall be governed by the terms of the respective stock option and restricted stock agreements. In addition, notwithstanding anything contained in Executive’s stock option or restricted stock grant agreements to the contrary, in the event the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Just Cause or Executive resigns for Good Reason within one (1) month prior to or thirteen (13) months following the effective date of a Change in Control, and within one (1) year of such Change in Control, the any surviving corporation or acquiring corporation assumes Executive’s employment is terminated under stock options and/or restricted stock, as applicable, or substitutes similar stock options or stock awards for Executive’s stock options and/or restricted stock, as applicable, in accordance with the circumstances described in Sections 4(aterms of the Company’s equity incentive plans, then (i) through 4(f) abovethe vesting of all of Executive’s stock options and/or restricted stock (or substitute stock options or stock awards), the Executive as applicable, shall be entitled to accelerated in full and (ii) the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations term and the Pro Rata Bonus and, in addition, subject period during which Executive’s stock options may be exercised shall be extended to the provisions of Section 19, twelve (A) an amount equal to twenty-four (2412) months of the Executive’s Base Salary at the rate in effect on after the date of Executive’s termination or resignationof employment; provided, payable that, in a lump sum within sixty (60) calendar days of no event shall such options be exercisable after the expiration date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay options as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, set forth in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if stock option grant notice and/or agreement evidencing such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sectionsoptions.

Change in Control Severance Benefits. If there In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Cause or Executive resigns for Good Reason within two (2) months prior to or twelve (12) months following the effective date of a Change in Control (“Change in Control Termination”), and upon compliance with Section 5.5 above, Executive shall be eligible to receive the following Change in Control severance benefits: (i) a lump-sum cash payment in an amount equal to twelve (12) months of the Executive’s annual base salary payments then in effect; and (ii) the Company (or any surviving or acquiring corporation) shall pay the premiums of Executive’s group health insurance COBRA continuation coverage, including coverage for Executive’s eligible dependents, for a maximum period of twelve (12) months following a Change in Control Termination; provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Executive’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the Change in Control Termination and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. Executive agrees that the Company’s (or any surviving or acquiring corporation’s) payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of Executive’s coverage by a health insurance plan of a subsequent employer. For the balance of the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive’s own expense. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive, fully taxable cash payments equal to and paid at the same time as the COBRA premiums that otherwise would have been paid, subject to applicable tax withholdings. To receive the payments under (i) and (ii) above, Executive’s termination or resignation must constitute a Separation from Service and Executive must execute and allow the Release to become effective within 60 days of Executive’s termination or resignation. Such payments shall not be paid prior to the 60th day following Executive’s termination or resignation, rather, subject to the aforementioned conditions, on the 60th day following Executive’s termination or resignation, the Company will pay Executive such payments in a lump sum that Executive would have received on or prior to such date under the original schedule, with the balance of such payments being paid as originally scheduled. In addition, notwithstanding anything contained in Executive’s stock option or other equity award agreements to the contrary, in the event the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Cause or Executive resigns for Good Reason within two (2) months prior to or twelve (12) months following the effective date of a Change in Control, and within one (1) year of such Change in Control, the any surviving corporation or acquiring corporation assumes Executive’s employment is terminated under stock options and/or equity awards, as applicable, or substitutes similar stock options or equity awards for Executive’s stock options and/or equity awards, as applicable, in accordance with the circumstances described in Sections 4(aterms of the Company’s equity incentive plans, then (i) through 4(f) abovethe vesting of all of Executive’s stock options and/or equity awards (or any substitute stock options or equity awards), the Executive as applicable, shall be entitled accelerated in full and (ii) the period during which Executive’s stock options may be exercised shall be extended to the following: twelve (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and the Pro Rata Bonus and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (2412) months of the Executive’s Base Salary at the rate in effect on after the date of Executive’s termination or resignationof employment; provided, payable that, in a lump sum within sixty (60) calendar days of no event shall such options be exercisable after the expiration date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay options as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, set forth in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if stock option grant notice and/or agreement evidencing such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sectionsoptions.

Change in Control Severance Benefits. If there In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Cause or Executive resigns for Good Reason within two (2) months prior to or twelve (12) months following the effective date of a Change in Control (“Change in Control Termination”), and upon compliance with Section 5.5 above, Executive shall be eligible to receive the following Change in Control severance benefits: (i) a lump-sum cash payment in an amount equal to eighteen (18) months of the Executive’s annual base salary payments then in effect; and (ii) the Company (or any surviving or acquiring corporation) shall pay the premiums of Executive’s group health insurance COBRA continuation coverage, including coverage for Executive’s eligible dependents, for a maximum period of eighteen (18) months following a Change in Control Termination; provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Executive’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the Change in Control Termination and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. Executive agrees that the Company’s (or any surviving or acquiring corporation’s) payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of Executive’s coverage by a health insurance plan of a subsequent employer. For the balance of the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive’s own expense. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive, fully taxable cash payments equal to and paid at the same time as the COBRA premiums that otherwise would have been paid, subject to applicable tax withholdings. To receive the payments under (i) and (ii) above, Executive’s termination or resignation must constitute a Separation from Service and Executive must execute and allow the Release to become effective within 60 days of Executive’s termination or resignation. Such payments shall not be paid prior to the 60th day following Executive’s termination or resignation, rather, subject to the aforementioned conditions, on the 60th day following Executive’s termination or resignation, the Company will pay Executive such payments in a lump sum that Executive would have received on or prior to such date under the original schedule, with the balance of such payments being paid as originally scheduled. In addition, notwithstanding anything contained in Executive’s stock option or other equity award agreements to the contrary, in the event the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Cause or Executive resigns for Good Reason within two (2) months prior to or twelve (12) months following the effective date of a Change in Control, and within one (1) year of such Change in Control, the any surviving corporation or acquiring corporation assumes Executive’s employment is terminated under stock options and/or equity awards, as applicable, or substitutes similar stock options or equity awards for Executive’s stock options and/or equity awards, as applicable, in accordance with the circumstances described in Sections 4(aterms of the Company’s equity incentive plans, then (i) through 4(f) abovethe vesting of all of Executive’s stock options and/or equity awards (or any substitute stock options or equity awards), the Executive as applicable, shall be entitled accelerated in full and (ii) the period during which Executive’s stock options may be exercised shall be extended to the following: twelve (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and the Pro Rata Bonus and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (2412) months of the Executive’s Base Salary at the rate in effect on after the date of Executive’s termination or resignationof employment; provided, payable that, in a lump sum within sixty (60) calendar days of no event shall such options be exercisable after the expiration date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay options as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, set forth in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if stock option grant notice and/or agreement evidencing such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sectionsoptions.

Change in Control Severance Benefits. If there is (a) In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment for a Termination Without Cause or Executive resigns in connection with a Termination for Good Reason within 12 months following the effective date of a Change in ControlControl (“Change in Control Termination”), and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(fupon compliance with Section 9.2(c) above, the Executive shall be entitled eligible to receive the followingfollowing Change in Control severance benefits: (Ii) if such termination is a termination by lump-sum cash payment in an amount equal to Executive’s annual Base Salary then in effect for a period of 12 months, less applicable withholdings and deductions, paid within 60 days following the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and the Pro Rata Bonus and, Change in addition, subject to the provisions of Section 19, Control Termination; (Aii) an amount equal to twenty-four (24) months of the Executive’s Target Bonus award for the 12 month period immediately prior to Executive’s Change in Control Termination (thirty-five percent (35%) of Executive’s annual Base Salary at Salary), paid within 60 days following the rate Change in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignationControl Termination; and (Biii) provided the Executive timely elects continuation coverage under COBRA, the Company (or any surviving or acquiring corporation) shall also pay, on pay the Executive’s behalf, the portion premiums of monthly premiums for the Executive’s group health insuranceinsurance COBRA continuation coverage, including coverage for the Executive’s eligible dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) 12 month period following the date of termination or resignation, a Change in Control Termination (such period subject to the qualifications of this Section 9.3(a) referred to as “CIC COBRA Payment Period”); provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for coverage for which those eligible dependents who were enrolled immediately prior to the Change in Control Termination; and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. Executive agrees that the Company’s (or any surviving or acquiring corporation’s) payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of termination or resignationExecutive’s coverage by a health insurance plan of a subsequent employer. The Executive will continue to be required to pay that portion For the balance of the premium for the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignationown expense. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the event that under applicable guidance payment of the reimbursement of COBRA premiums causes would result in a violation of the Company’s group health plan to violate nondiscrimination rules of Section 105(h)(2) of the Code or any applicable nondiscrimination rulestatute or regulation of similar effect (including, without limitation, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; 2010 Patient Protection and (II) if such termination is a termination or resignation under Affordable Care Act, as amended by the circumstances described in Sections 4(c2010 Health Care and Education Reconciliation Act), 4(d), 4(e) or 4(f)then in lieu of providing the COBRA premiums, the Executive shall be entitled to Company will instead pay Executive, on the compensation and benefits for which first day of each month of the Executive is eligible under such sectionsremainder of the CIC COBRA Payment Period, the Special Severance Payment.

Change in Control Severance Benefits. If there is In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Just Cause or Executive resigns for Good Reason within one (1) month prior to or twelve (12) months following the effective date of a Change in Control (a “Change in Control Termination”), and upon the execution of a Release, Executive shall be entitled to receive the following Change in Control severance benefits: (i) a lump-sum cash payment in an amount equal to (A) 1.5 times Executive’s annual base salary then in effect, plus (B) 1.5 times the greater of (1) Executive’s annualized target bonus award for the year in which Executive’s employment terminates or (2) the Annual Bonus amount paid to Executive in the immediately preceding year; (ii) payment of any accrued but unused vacation and sick leave; (iii) payment of Executive’s target bonus award for the year in which Executive’s employment terminates, prorated through the date of the Change in Control Termination; (iv) the Company (or any surviving or acquiring corporation) shall pay the premiums of Executive’s group health insurance COBRA continuation coverage, including coverage for Executive’s eligible dependents, for a maximum period of eighteen (18) months following a Change in Control Termination; and (v) the Company (or any surviving or acquiring corporation) shall pay the costs of outplacement assistance services from an outplacement agency selected by Executive for a period of nine (9) months following a Change in Control Termination, up to maximum of $11,250 in aggregate; provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Executive’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the Change in Control Termination and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. Executive agrees that the Company’s (or any surviving or acquiring corporation) payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. In addition, notwithstanding anything contained in Executive’s stock option or restricted stock grant agreements to the contrary, in the event the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Just Cause or Executive resigns for Good Reason within one (1) month prior to or twelve (12) months following the effective date of a Change in Control, and within one (1) year of such Change in Control, the any surviving corporation or acquiring corporation assumes Executive’s employment is terminated under stock options and/or restricted stock, as applicable, or substitutes similar stock options or stock awards for Executive’s stock options and/or restricted stock, as applicable, in accordance with the circumstances described in Sections 4(aterms of the Company’s equity incentive plans, then (i) through 4(f) abovethe vesting of all of Executive’s stock options and/or restricted stock (or substitute stock options or stock awards), the Executive as applicable, shall be entitled to accelerated in full and (ii) the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations term and the Pro Rata Bonus and, in addition, subject period during which Executive’s stock options may be exercised shall be extended to the provisions of Section 19, twelve (A) an amount equal to twenty-four (2412) months of the Executive’s Base Salary at the rate in effect on after the date of Executive’s termination or resignationof employment; provided, payable that, in a lump sum within sixty (60) calendar days of no event shall such options be exercisable after the expiration date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay options as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, set forth in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if stock option grant notice and/or agreement evidencing such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sectionsoptions.

Change in Control Severance Benefits. If there is a Change in Control, and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) above, the Executive shall be entitled to the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and the Pro Rata Bonus and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (24) months of the Executive’s Base Salary at the rate in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II]I) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sections.

Change in Control Severance Benefits. If there is ​ In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment for a Termination Without Cause or Executive resigns in connection with a Termination for Good Reason within 12 months following the effective date of a Change in ControlControl (“Change in Control Termination”), and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(fupon compliance with Section 9.2(c) above, the Executive shall be entitled eligible to receive the followingfollowing Change in Control severance benefits instead of the Severance Benefits set forth in Section 9.2 above: (Ii) if such termination is a termination by lump-sum cash payment in an amount equal to Executive’s annual Base Salary then in effect for a period of twelve (12) months, less applicable withholdings and deductions, paid on the Company without Cause pursuant to Section 4(a) or 60th day following the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and the Pro Rata Bonus and, Change in addition, subject to the provisions of Section 19, Control Termination; (Aii) an amount equal to twenty-four 1.0 times (241.0x) months of the Executive’s Base Salary at the rate in effect then current annual Target Bonus paid on the date of termination or resignation, payable 60th day following the Change in a lump sum within sixty (60) calendar days of the date of termination or resignationControl Termination; and (Biii) provided the Executive timely elects continuation coverage under COBRA, ​ the Company (or any surviving or acquiring corporation) shall also pay, on pay the Executive’s behalf, the portion premiums of monthly premiums for the Executive’s group health insuranceinsurance COBRA continuation coverage, including coverage for the Executive’s eligible dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen twelve (1812) month months following a Change in Control Termination (such period following the date of termination or resignation, subject to the qualifications of this Section 9.3(a) referred to as “CIC COBRA Payment Period”); provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Executive and Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those coverage for which Executive and Executive’s eligible dependents who were enrolled immediately prior to the Change in Control Termination; and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive or upon Executive no longer being eligible for COBRA during the CIC COBRA Payment Period; and (c) the Company’s obligation to pay such premiums shall be contingent on Executive’s timely election of continued group health insurance coverage under COBRA. Executive agrees that the Company’s (or any surviving or acquiring corporation’s) payment of health insurance premiums will satisfy the Company’s obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of termination or resignationExecutive’s coverage by a health insurance plan of a subsequent employer. The Executive will continue to be required to pay that portion For the balance of the premium for the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignationown expense. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the event that under applicable guidance payment of the reimbursement of COBRA premiums causes would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including, without limitation, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive, on the first day of each month of the remainder of the CIC COBRA Payment Period, the Special Severance Payment. To receive the payments in Section 9.3(a), Executive’s termination or resignation must constitute a Separation from Service (as defined under Treasury Regulation Section 1.409A-1(h)) and Executive must execute and allow the Release to become effective within 60 days of Executive’s termination or resignation. Executive’s ability to receive benefits pursuant to Section 9.3(a) is further conditioned upon Executive: returning all Company property; complying with Executive’s post-termination obligations under this Agreement and the Employee Proprietary Information Agreement, and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. In addition, notwithstanding anything contained in Executive’s award agreements to the contrary, upon a Change in Control Termination Executive shall receive accelerated vesting of all then unvested shares of the Company’s group health plan Common Stock subject to violate outstanding stock options, restricted stock units and any applicable nondiscrimination ruleother equity incentive awards that Executive then may have, if any, provided, however, that unvested shares subject to Executive’s outstanding stock options shall only accelerate if Executive executes the parties agree Release within the timeframe provided by the Company and Executive’s stock options shall remain outstanding following the date of Executive’s Change in Control Termination if and to negotiate in good faith a mutually agreeable alternative arrangement; and (IIthe extent necessary to give effect to this Section 9.3(c) if such subject to earlier termination is a termination or resignation under the circumstances described in Sections 4(cterms of the equity plan under which such stock options were granted and the original maximum term of the award (without regard to Executive’s termination), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sections.. ​

Change in Control Severance Benefits. If there is a Change in Control, and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) above, the Executive shall be entitled to the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and the Pro Rata Bonus and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (24) months of the Executive’s Base Salary at the rate in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sections.. ​

Change in Control Severance Benefits. If there is In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Cause or Executive resigns for Good Reason within one (1) month prior to or twelve (12) months following the effective date of a Change in Control (a “Change in Control Termination”), and upon the execution of a Release, Executive shall be entitled to receive the following Change in Control severance benefits: (i) a lump-sum cash payment in an amount equal to (A) 1.5 times Executive’s annual base salary then in effect, plus (B) 1.5 times the greater of (1) Executive’s annualized target bonus award for the year in which Executive’s employment terminates or (2) the Annual Bonus amount paid to Executive in the immediately preceding year; (ii) payment of any accrued but unused vacation and sick leave; (iii) payment of Executive’s target bonus award for the year in which Executive’s employment terminates, prorated through the date of the Change in Control Termination; (iv) the Company (or any surviving or acquiring corporation) shall pay the premiums (both employer and employee’s portion) of Executive’s group health insurance COBRA continuation coverage, including coverage for Executive’s eligible dependents, for a maximum period of eighteen (18) months following a Change in Control Termination; and (v) the Company (or any surviving or acquiring corporation) shall pay the costs of outplacement assistance services from an outplacement agency selected by Executive for a period of nine (9) months following a Change in Control Termination, up to maximum of $11,250 in aggregate; provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Executive’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the Change in Control Termination and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. Executive agrees that the Company’s (or any surviving or acquiring corporation) payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. In addition, notwithstanding anything contained in Executive’s stock option and/or other stock award agreements to the contrary, in the event the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Cause or Executive resigns for Good Reason within one (1) month prior to or twelve (12) months following the effective date of a Change in Control, and within one (1) year of such Change in Control, the any surviving corporation or acquiring corporation assumes Executive’s employment is terminated under stock options and/or other stock awards, as applicable, or substitutes similar stock options or stock awards for Executive’s stock options and/or other stock awards, as applicable, in accordance with the circumstances described in Sections 4(aterms of the Company’s equity incentive plans, then (i) through 4(f) abovethe vesting of all of Executive’s stock options and/or other stock awards (or any substitute stock options or stock awards), the Executive as applicable, shall be entitled to accelerated in full and (ii) the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations term and the Pro Rata Bonus and, in addition, subject period during which Executive’s stock options may be exercised shall be extended to the provisions of Section 19, twelve (A) an amount equal to twenty-four (2412) months of the Executive’s Base Salary at the rate in effect on after the date of Executive’s termination or resignationof employment; provided, payable that, in a lump sum within sixty (60) calendar days of no event shall such options be exercisable after the expiration date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay options as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, set forth in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if stock option grant notice and/or agreement evidencing such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sectionsoptions.

Change in Control Severance Benefits. If there is (a) In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment for a Termination Without Cause or Executive resigns in connection with a Termination for Good Reason within 12 months following the effective date of a Change in ControlControl (“Change in Control Termination”), and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(fupon compliance with Section 9.2(c) above, the Executive shall be entitled eligible to receive the followingfollowing Change in Control severance benefits instead of the Severance Benefits set forth in Section 9.2 above: (Ii) if such termination is a termination by lump-sum cash payment in an amount equal to Executive’s annual Base Salary then in effect for a period of twelve (12) months, less applicable withholdings and deductions, paid on the Company without Cause pursuant to Section 4(a) or 60th day following the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and the Pro Rata Bonus and, Change in addition, subject to the provisions of Section 19, Control Termination; (Aii) an amount equal to twenty-four (24) months of the Executive’s Base Salary at Target Bonus award for the rate 12 month period immediately prior to Executive’s Change in effect on the date of termination or resignationControl Termination, payable paid in a lump sum within sixty (60) calendar days of on the date of termination or resignation; 60th day following the Change in Control Termination and (Biii) provided the Executive timely elects continuation coverage under COBRA, the Company (or any surviving or acquiring corporation) shall also pay, on pay the Executive’s behalf, the portion premiums of monthly premiums for the Executive’s group health insuranceinsurance COBRA continuation coverage, including coverage for the Executive’s eligible dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen twelve (1812) month period following the date of termination or resignation, a Change in Control Termination (such period subject to the qualifications of this Section 9.3(a) referred to as “CIC COBRA Payment Period”); provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Executive and Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those coverage for which Executive and Executive’s eligible dependents who were enrolled immediately prior to the Change in Control Termination; and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive or upon Executive no longer being eligible for COBRA during the CIC COBRA Payment Period; and (c) the Company’s obligation to pay such premiums shall be contingent on Executive’s timely election of continued group health insurance coverage under COBRA. Executive agrees that the Company’s (or any surviving or acquiring corporation’s) payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of termination or resignationExecutive’s coverage by a health insurance plan of a subsequent employer. The Executive will continue to be required to pay that portion For the balance of the premium for the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignationown expense. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the event that under applicable guidance payment of the reimbursement of COBRA premiums causes would result in a violation of the Company’s group health plan to violate nondiscrimination rules of Section 105(h)(2) of the Code or any applicable nondiscrimination rulestatute or regulation of similar effect (including, without limitation, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; 2010 Patient Protection and (II) if such termination is a termination or resignation under Affordable Care Act, as amended by the circumstances described in Sections 4(c2010 Health Care and Education Reconciliation Act), 4(d), 4(e) or 4(f)then in lieu of providing the COBRA premiums, the Executive shall be entitled to Company will instead pay Executive, on the compensation and benefits for which first day of each month of the Executive is eligible under such sectionsremainder of the CIC COBRA Payment Period, the Special Severance Payment.

Change in Control Severance Benefits. In the event that the Company terminates Executive's employment without Just Cause or Executive resigns for Good Reason within one (1) month prior to or thirteen (13) months following the effective date of a Change in Control (as defined below), ("Change in Control Termination"), and upon the execution of a Release (Exhibit B), Executive shall be entitled to receive the following Change in Control Severance Benefits: (i) continuation of Executive's base salary, then in effect, for a period of one (1) year following the Termination Date, paid on the same basis and at the same time as previously paid; (ii) payment of any accrued but unused vacation and sick leave; (iii) a bonus in the amount equal to the bonus amount paid in the year immediately preceding the Change in Control or 50% of the maximum bonus eligibility if the Executive was not employed by the Company during the prior year bonus period; and (iv) the Company shall pay the premiums of Executive's group health insurance COBRA continuation coverage, including coverage for Executive's eligible dependents, for a maximum period of twelve (12) months following a Change in Control Termination; provided, however, that (a) the Company shall pay premiums for Executive's eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the Change in Control Termination and (b) the Company's obligation to pay such premiums shall cease immediately upon Executive's eligibility for comparable group health insurance provided by a new employer of Executive. If there Executive obtains new employment pursuant to which he is employed on an average of 30 hours or more each week he may request, upon written notification to the Company, to receive any unpaid severance benefits (subject to required deductions and tax withholdings) within 14 days after receipt by the company of such written notice. Executive agrees that the Company's payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of Executive's coverage by a health insurance plan of a subsequent employer. For the balance of the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive's own expense. In addition, notwithstanding anything contained in Executive's stock option agreements to the contrary, in the event the Company (or any surviving or acquiring corporation) terminates Executive's employment without Just Cause or Executive resigns for Good Reason within one (1) month prior to or thirteen (13) months following the effective date of a Change in Control, and within one any surviving corporation or acquiring corporation assumes Executive's stock options or substitutes similar options for Executive's stock options in accordance with the terms of the Plan and/or the 2002 Plan, as applicable, then the vesting of Executive's stock options (1or any substitute options) year shall be accelerated in full and the term and the period during which such options may be exercised shall be extended to twelve (12) months after the date of Executive's termination of employment; provided that in no event shall such options be exercisable after the expiration date of such options as set forth in the grant notices and/or agreements evidencing such options. Alternatively, in connection with any Change in of Control, if any surviving corporation or acquiring corporation does not assume Executive's stock options or substitute similar options for Executive's stock options in accordance with the terms of the Plan and/or the 2002 Plan, as applicable, then the vesting of Executive’s employment is terminated under the circumstances described 's stock options shall be accelerated in Sections 4(a) through 4(f) above, the full and Executive shall be entitled to make payment of the following: (I) if exercise price of such termination is a termination by the Company without Cause options pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and the Pro Rata Bonus and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (24) months of the Executive’s Base Salary at the rate in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sections.deferred payment alternative:

Change in Control Severance Benefits. If there In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Just Cause or Executive resigns for Good Reason within one (1) month prior to or twelve (12) months following the effective date of a Change in Control (“Change in Control Termination”), and upon the execution of a Release, Executive shall be entitled to receive the following Change in Control severance benefits: (i) a lump-sum cash payment in an amount equal to (A) Executive’s annual base salary then in effect, plus (B) the greater of (1) Executive’s annualized target bonus award for the year in which Executive’s employment terminates or (2) the Annual Bonus amount paid to Executive in the immediately preceding year; (ii) payment of any accrued but unused vacation and sick leave; (iii) payment of Executive’s target bonus award for the year in which Executive’s employment terminates, prorated through the date of the Change in Control Termination; (iv) the Company (or any surviving or acquiring corporation) shall pay the premiums of Executive’s group health insurance COBRA continuation coverage, including coverage for Executive’s eligible dependents, for a maximum period of twelve (12) months following a Change in Control Termination; and (v) the Company (or any surviving or acquiring corporation) shall pay the costs of outplacement assistance services from an outplacement agency selected by Executive for a period of six (6) months following a Change in Control Termination, up to maximum of $7,500 in aggregate; provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Executive’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the Change in Control Termination and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. Executive agrees that the Company’s (or any surviving or acquiring corporation’s) payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of Executive’s coverage by a health insurance plan of a subsequent employer. For the balance of the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive’s own expense. In addition, notwithstanding anything contained in Executive’s stock option or restricted stock grant agreements to the contrary, in the event the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Just Cause or Executive resigns for Good Reason within one (1) month prior to or twelve (12) months following the effective date of a Change in Control, and within one (1) year of such Change in Control, the any surviving corporation or acquiring corporation assumes Executive’s employment is terminated under stock options and/or restricted stock, as applicable, or substitutes similar stock options or stock awards for Executive’s stock options and/or restricted stock, as applicable, in accordance with the circumstances described in Sections 4(aterms of the Company’s equity incentive plans, then (i) through 4(f) abovethe vesting of all of Executive’s stock options and/or restricted stock (or any substitute stock options or stock awards), the Executive as applicable, shall be entitled to accelerated in full and (ii) the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations term and the Pro Rata Bonus and, in addition, subject period during which Executive’s stock options may be exercised shall be extended to the provisions of Section 19, twelve (A) an amount equal to twenty-four (2412) months of the Executive’s Base Salary at the rate in effect on after the date of Executive’s termination or resignationof employment; provided, payable that, in a lump sum within sixty (60) calendar days of no event shall such options be exercisable after the expiration date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay options as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, set forth in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if stock option grant notice and/or agreement evidencing such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sectionsoptions.

Change in Control Severance Benefits. If there In the event that the Company (or any surviving or acquiring corporation) terminates Employee’s employment without Just Cause or Employee resigns for Good Reason within one (1) month prior to or twelve (12) months following the effective date of a Change in Control (“Change in Control Termination”), and upon the execution of a Release, Employee shall be entitled to receive the following Change in Control severance benefits: (i) a lump-sum cash payment in an amount equal to (A) Employee’s annual base salary then in effect, plus (B) the greater of (1) Employee’s annualized target bonus award for the year in which Employee’s employment terminates or (2) the Annual Bonus amount paid to Employee in the immediately preceding year; (ii) payment of any accrued but unused vacation and sick leave; (iii) payment of Employee’s target bonus award for the year in which Employee’s employment terminates, prorated through the date of the Change in Control Termination; (iv) the Company (or any surviving or acquiring corporation) shall pay the premiums of Employee’s group health insurance COBRA continuation coverage, including coverage for Employee’s eligible dependents, for a maximum period of twelve (12) months following a Change in Control Termination; and (v) the Company (or any surviving or acquiring corporation) shall pay the costs of outplacement assistance services from an outplacement agency selected by Employee for a period of six (6) months following a Change in Control Termination, up to maximum of $7,500 in aggregate; provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Employee’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the Change in Control Termination and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Employee’s eligibility for comparable group health insurance provided by a new employer of Employee. Employee agrees that the Company’s (or any surviving or acquiring corporation’s) payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of Employee’s coverage by a health insurance plan of a subsequent employer. For the balance of the period that Employee is entitled to coverage under federal COBRA law, if any, Employee shall be entitled to maintain such coverage at Employee’s own expense. In addition, notwithstanding anything contained in Employee’s stock option and/or other stock award agreements to the contrary, in the event the Company (or any surviving or acquiring corporation) terminates Employee’s employment without Just Cause or Employee resigns for Good Reason within one (1) month prior to or twelve (12) months following the effective date of a Change in Control, and within one any surviving corporation or acquiring corporation assumes Employee’s stock options and/or other stock awards, as applicable, or substitutes similar stock options or stock awards for Employee’s stock options and/or other stock awards, as applicable, in accordance with the terms of the Company’s equity incentive plans, then (1i) year the vesting of such Change in Controlall of Employee’s stock options and/or other stock awards (or any substitute stock options or stock awards), the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) aboveas applicable, the Executive shall be entitled to accelerated in full and (ii) the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations term and the Pro Rata Bonus and, in addition, subject period during which Employee’s stock options may be exercised shall be extended to the provisions of Section 19, twelve (A) an amount equal to twenty-four (2412) months of the Executive’s Base Salary at the rate in effect on after the date of Employee’s termination or resignationof employment; provided, payable that, in a lump sum within sixty (60) calendar days of no event shall such options be exercisable after the expiration date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay options as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, set forth in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if stock option grant notice and/or agreement evidencing such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sectionsoptions.

Change in Control Severance Benefits. If there is a Change in Control, and within one (1) year of such Change in Control, the Executive’s 's employment is terminated under the circumstances described in Sections 4(a) through 4(f) above, the Executive shall be entitled to the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and the Pro Rata Bonus and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (24) months of the Executive’s Base 's Annual Salary at the rate in effect on the date of termination or resignationtermination, plus Annual Bonus for twenty four (24) months based upon the average of the prior two years of bonus payment payable in a lump sum within sixty (60) calendar days of the date of termination. This payment includes and is not in addition to all statutory payments under Mexican law such as the 3 month constitutional indemnity, tenure premium of 20 days per year of services, etc. and has been computed taking into consideration the Annual Bonus, the Sign On Option and the Options, if applicable. Upon termination under this Section 7(b), (i) the Sign on Options vested at the date of termination will be exercisable for a period of one year from the date of termination; (ii) the Options, to the extent unvested, shall immediately vest, (iii) all vested Stock Options shall remain exercisable until the earlier of (x) the date one hundred eighty (180) calendar days following termination of employment or resignation; and (y) the expiration of the original option term.and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s 's behalf, the portion of monthly premiums for the Executive’s 's group health insurance, including coverage for the Executive’s 's dependents, that the Company paid immediately prior to the date of termination ​ ​ or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s 's continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s 's health coverage, including coverage for the Executive’s 's eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s 's group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sections.. ​

Change in Control Severance Benefits. If there is a Change in Control, and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) above, the Executive shall be entitled to the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and the Pro Rata Bonus and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-twenty- four (24) months of the Executive’s Base Salary at the rate in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sections.

Change in Control Severance Benefits. If there is If, within 12 months following a Change in Control, and within one (1) year of such Change in Control, the Executive’s your employment is terminated under by the circumstances described Company without Cause, or by you for Good Reason; and you sign, date, return to the Company and allow to become effective a release of all claims in Sections 4(a) through 4(f) abovea form satisfactory to the Company in its sole discretion (the “Release”); then in lieu of any Severance Benefits set forth in Section 10 herein, the Executive you shall be entitled to receive the following: following severance benefits (I) if such termination is a termination the “Change in Control Severance Benefits”); provided that you must execute and return the Release on or before the date specified by the Company without Cause pursuant in the prescribed form (the “Release Deadline”). The Release Deadline will in no event be later than fifty (50) days after your employment is terminated. If you fail to Section 4(a) return the Release on or before the Executive resigns for Good Reason pursuant to Section 4(b)Release Deadline, or if you revoke the Company shall pay the Executive the Accrued Obligations and the Pro Rata Bonus andRelease, in addition, subject then you will not be entitled to the provisions of benefits described in this Section 19, (A) an amount equal to twenty-four (24) months of the Executive’s Base Salary at the rate in effect on the date of termination or resignation, payable in a lump sum 9. The severance payments will commence within sixty (60) days after your employment is terminated and, once they commence, will include any unpaid amounts accrued from the date your employment is terminated. However, if the sixty (60) day period described in the preceding sentence spans two calendar days years, then the payments will in any event begin in the second calendar year. Accelerated Vesting. You will be eligible to receive twelve (12) months of your unvested stock options and restricted stock units referred to herein and any subsequent grants of stock options, restricted stock units or any other equity awards granted under current or future plans shall become fully vested upon the closing of a Change in Control of the Company; Severance Pay. You will be eligible to receive severance pay in the total amount equal to the sum of (i) six (6) months of your base salary in effect as of the employment termination date (ii) six months of termination or resignation; your annual performance bonus at target, and (Biii) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion prorated amount of monthly premiums your annual performance bonus at target for the Executive’s group health insurance, including coverage for year in which the Executive’s dependents, that the Company termination occurred. The severance pay will be paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignationin one lump sum payment, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangementpayroll deductions and withholdings; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sections.and

Change in Control Severance Benefits. In the event that the Company terminates Executive's employment without Just Cause or Executive resigns for Good Reason within one (1) month prior to or thirteen (13) months following the effective date of a Change in Control, ("CHANGE IN CONTROL TERMINATION"), and upon the execution of a Release, Executive shall be entitled to receive the following Change in Control severance benefits: (i) continuation of Executive's base salary, then in effect, for a period of one (1) year following the Termination Date, paid on the same basis and at the same time as previously paid; (ii) payment of any accrued but unused vacation and sick leave; (iii) a bonus in the amount equal to the bonus amount paid in the year immediately preceding the Change in Control or 50% of the maximum bonus eligibility if the Executive was not employed by the Company during the prior year bonus period; and (iv) the Company shall pay the premiums of Executive's group health insurance COBRA continuation coverage, including coverage for Executive's eligible dependents, for a maximum period of twelve (12) months following a Change in Control Termination; provided, however, that (a) the Company shall pay premiums for Executive's eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the Change in Control Termination and (b) the Company's obligation to pay such premiums shall cease immediately upon Executive's eligibility for comparable group health insurance provided by a new employer of Executive. If there Executive obtains new employment pursuant to which he is employed on an average of 30 hours or more each week, he may request, upon written notification to the Company, to receive any unpaid severance benefits (subject to required deductions and tax withholdings) within 14 days after receipt by the company of such written notice. Executive agrees that the Company's payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of Executive's coverage by a health insurance plan of a subsequent employer. For the balance of the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive's own expense. In addition, notwithstanding anything contained in Executive's stock option agreements to the contrary, in the event the Company (or any surviving or acquiring corporation) terminates Executive's employment without Just Cause or Executive resigns for Good Reason within one (1) month prior to or thirteen (13) months following the effective date of a Change in Control, and within one any surviving corporation or acquiring corporation assumes Executive's stock options or substitutes similar options for Executive's stock options in accordance with the terms of the 2000 Plan and/or the 2002 Plan, as applicable, then the vesting of Executive's stock options (1or any substitute options) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) above, the Executive shall be entitled to the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations accelerated in full and the Pro Rata Bonus and, in addition, subject term and the period during which such options may be exercised shall be extended to the provisions of Section 19, twelve (A) an amount equal to twenty-four (2412) months of the Executive’s Base Salary at the rate in effect on after the date of Executive's termination of employment; provided, that, in no event shall such options be exercisable after the expiration date of such options as set forth in the grant notice and/or agreement evidencing such options. Alternatively, in connection with any Change of Control, if any surviving corporation or resignation, payable acquiring corporation does not assume Executive's stock options or substitute similar options for Executive's stock options in a lump sum within sixty (60) calendar days accordance with the terms of the date 2000 Plan and/or the 2002 Plan, as applicable, then the vesting of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive 's stock options shall be entitled to the compensation and benefits for which the Executive is eligible under such sectionsaccelerated in full.

Change in Control Severance Benefits. If there is (a) In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment for a Termination Without Cause or Executive resigns in connection with a Termination for Good Reason within 12 months following the effective date of a Change in ControlControl (“Change in Control Termination”), and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(fupon compliance with Section 9.2(c) above, the Executive shall be entitled eligible to receive the followingfollowing Change in Control severance benefits instead of the Severance Benefits set forth in Section 9.2 above: (Ii) if such termination is a termination by lump-sum cash payment in an amount equal to Executive’s annual Base Salary then in effect for a period of eighteen (18) months, less applicable withholdings and deductions, paid on the Company without Cause pursuant to Section 4(a) or 60th day following the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and the Pro Rata Bonus and, Change in addition, subject to the provisions of Section 19, Control Termination; (Aii) an amount equal to twenty-four 1.5 times (241.5x) months of the Executive’s Base Salary at the rate in effect then current annual Target Bonus paid on the date of termination or resignation, payable 60th day following the Change in a lump sum within sixty (60) calendar days of the date of termination or resignationControl Termination; and (Biii) provided the Executive timely elects continuation coverage under COBRA, the Company (or any surviving or acquiring corporation) shall also pay, on pay the Executive’s behalf, the portion premiums of monthly premiums for the Executive’s group health insuranceinsurance COBRA continuation coverage, including coverage for the Executive’s eligible dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month months following a Change in Control Termination (such period following the date of termination or resignation, subject to the qualifications of this Section 9.3(a) referred to as “CIC COBRA Payment Period”); provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Executive and Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those coverage for which Executive and Executive’s eligible dependents who were enrolled immediately prior to the Change in Control Termination; and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive or upon Executive no longer being eligible for COBRA during the CIC COBRA Payment Period; and (c) the Company’s obligation to pay such premiums shall be contingent on Executive’s timely election of continued group health insurance coverage under COBRA. Executive agrees that the Company’s (or any surviving or acquiring corporation’s) payment of health insurance premiums will satisfy the Company’s obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of termination or resignationExecutive’s coverage by a health insurance plan of a subsequent employer. The Executive will continue to be required to pay that portion For the balance of the premium for the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignationown expense. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the event that under applicable guidance payment of the reimbursement of COBRA premiums causes would result in a violation of the Company’s group health plan to violate nondiscrimination rules of Section 105(h)(2) of the Code or any applicable nondiscrimination rulestatute or regulation of similar effect (including, without limitation, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; 2010 Patient Protection and (II) if such termination is a termination or resignation under Affordable Care Act, as amended by the circumstances described in Sections 4(c2010 Health Care and Education Reconciliation Act), 4(d), 4(e) or 4(f)then in lieu of providing the COBRA premiums, the Executive shall be entitled to Company will instead pay Executive, on the compensation and benefits for which first day of each month of the Executive is eligible under such sectionsremainder of the CIC COBRA Payment Period, the Special Severance Payment.

Change in Control Severance Benefits. If there In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Cause or Executive resigns for Good Reason within two (2) months prior to or twelve (12) months following the effective date of a Change in Control (“Change in Control Termination”), and upon compliance with Section 5.5 above, Executive shall be eligible to receive the following Change in Control severance benefits: (i) a lump-sum cash payment in an amount equal to eighteen (18) months of the Executive’s annual base salary payments then in effect; and (ii) the Company (or any surviving or acquiring corporation) shall pay the premiums of Executive’s group health insurance COBRA continuation coverage, including coverage for Executive’s eligible dependents, for a maximum period of eighteen (18) months following a Change in Control Termination; provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Executive’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the Change in Control Termination and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. Executive agrees that the Company’s (or any surviving or acquiring corporation’s) payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of Executive’s coverage by a health insurance plan of a subsequent employer. For the balance of the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive’s own expense. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive, fully taxable cash payments equal to and paid at the same time as the COBRA premiums that otherwise would have been paid, subject to applicable tax withholdings. To receive the payments under (i) and (ii) above, Executive’s termination or resignation must constitute a Separation from Service and Executive must execute and allow the Release to become effective within 60 days of the effective date of the Change in Control or Executive’s termination or resignation, whichever is later (the “Release Date”). Such payments shall not be paid prior to the Release Date, rather, subject to the aforementioned conditions, on the Release Date, the Company will pay Executive such payments in a lump sum that Executive would have received on or prior to such date under the original schedule, with the balance of such payments being paid as originally scheduled. In addition, notwithstanding anything contained in Executive’s stock option or other equity award agreements to the contrary, in the event the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Cause or Executive resigns for Good Reason within two (2) months prior to or twelve (12) months following the effective date of a Change in Control, and within one (1) year of such Change in Control, the any surviving corporation or acquiring corporation assumes Executive’s employment is terminated under stock options and/or equity awards, as applicable, or substitutes similar stock options or equity awards for Executive’s stock options and/or equity awards, as applicable, in accordance with the circumstances described in Sections 4(aterms of the Company’s equity incentive plans, then (i) through 4(f) abovethe vesting of all of Executive’s stock options and/or equity awards (or any substitute stock options or equity awards), the Executive as applicable, shall be entitled accelerated in full and (ii) the period during which Executive’s stock options may be exercised shall be extended to the following: twelve (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and the Pro Rata Bonus and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (2412) months of the Executive’s Base Salary at the rate in effect on after the date of Executive’s termination or resignationof employment; provided, payable that, in a lump sum within sixty (60) calendar days of no event shall such options be exercisable after the expiration date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay options as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, set forth in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if stock option grant notice and/or agreement evidencing such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sectionsoptions.

Change in Control Severance Benefits. If there is a Change in Control, and In the event that the Company terminates Executive's employment without Just Cause or Executive resigns for Good Reason within one (1) year month prior to or thirteen (13) months following the effective date of such a Change in ControlControl (as defined below), ("Change in Control Termination"), and upon the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) aboveexecution of a Release (Exhibit B), the Executive shall be entitled to receive the followingfollowing Change in Control Severance Benefits: (Ii) if such termination is continuation of Executive's base salary, then in effect, for a termination by period of two (2) years following the Termination Date, paid on the same basis and at the same time as previously paid; (ii) payment of any accrued but unused vacation and sick leave; (iii) the Company shall reimburse Executive, on a grossed-up basis, for the after-tax payment of the premiums of Executive's supplemental disability plan and supplemental life insurance plan for a period of 24 months following a Termination without Just Cause pursuant or for reasons other than Change in Control; (iv) a bonus in the amount equal to Section 4(athe bonus amount paid in the year immediately preceding the Change in Control; and (v) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and the Pro Rata Bonus and, in addition, subject to the provisions premiums of Section 19, (A) an amount equal to twenty-four (24) months of the Executive’s Base Salary at the rate in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s 's group health insuranceinsurance COBRA continuation coverage, including coverage for the Executive’s 's eligible dependents, that the Company paid immediately prior to the date for a maximum period of termination or resignation, during the eighteen (18) month period months following a Change in Control Termination; provided, however, that (a) the date of termination or resignation, subject to the Company shall pay premiums for Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for 's eligible dependents only for coverage for which those eligible dependents who were enrolled immediately prior to the Change in Control Termination and (b) the Company's obligation to pay such premiums shall cease immediately upon Executive's eligibility for comparable group health insurance provided by a new employer of Executive. If Executive obtains new employment pursuant to which he is employed on an average of 30 hours or more each week he may elect, upon written notification to the Company, to receive any unpaid severance benefits (subject to required deductions and tax withholdings) within 14 days after receipt by the company of such written notice. Executive agrees that the Company's payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No premium payments will be made following the effective date of termination or resignationExecutive's coverage by a health insurance plan of a subsequent employer. The Executive will continue to be required to pay that portion For the balance of the premium for the Executive’s health coverageperiod that Executive is entitled to coverage under federal COBRA law, including coverage for the Executive’s eligible dependentsif any, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to maintain such coverage at Executive's own expense. In addition, in the compensation event the Company terminates Executive's employment without Just Cause or that Executive resigns for Good Reason within one (1) month prior to or thirteen (13) months following the effective date of a Change in Control, the vesting of Executive's then outstanding stock options shall be accelerated in full, and benefits for the time during which such options may be exercised shall be extended to 24 months following the Executive is eligible under date of such sectionsChange in Control.

Change in Control Severance Benefits. If there In the event that the Company (or any surviving or acquiring corporation) terminates Employee’s employment without Cause or Employee resigns for Good Reason within one (1) month prior to or twelve (12) months following the effective date of a Change in Control (“Change in Control Termination”), and upon compliance with Section 10(e) above, Employee shall be eligible to receive the following Change in Control severance benefits: (i) a lump-sum cash payment in an amount equal to (A) 1.5 times Employee’s annual base salary then in effect, plus (B) 1.5 times the greater of (1) Employee’s annualized target bonus award for the year in which Employee’s employment terminates or (2) the Annual Bonus amount paid to Employee in the immediately preceding year; (ii) payment of any accrued but unused vacation time and sick leave; (iii) payment of Employee’s target bonus award for the year in which Employee’s employment terminates, prorated through the date of the Change in Control Termination; (iv) the Company (or any surviving or acquiring corporation) shall pay the costs of outplacement assistance services from an outplacement agency selected by Employee for a period of nine (9) months following a Change in Control Termination, up to maximum of $11,250 in aggregate; and (v) the Company (or any surviving or acquiring corporation) shall pay the premiums of Employee’s group health insurance COBRA continuation coverage, including coverage for Employee’s eligible dependents, for a maximum period of eighteen (18) months following a Change in Control Termination; provided, however, that (x) the Company (or any surviving or acquiring corporation) shall pay premiums for Employee’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the Change in Control Termination, (y) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Employee’s eligibility for comparable group health insurance provided by a new employer of Employee and (z) if at any time the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company (or any surviving or acquiring corporation) will instead pay Employee on the last day of each remaining month it would have paid the COBRA premiums, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings. Employee agrees that the Company’s (or any surviving or acquiring corporation’s) payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of Employee’s coverage by a health insurance plan of a subsequent employer. For the balance of the period that Employee is entitled to coverage under federal COBRA law, if any, Employee shall be entitled to maintain such coverage at Employee’s own expense. To receive the payments under (i), (iii), (iv) and (v) above, Employee’s termination or resignation must constitute a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) and Employee must execute and allow the Release to become effective within 60 days of Employee’s termination or resignation. Such payments shall not be paid prior to the 60th day following Employee’s termination or resignation, rather, subject to the aforementioned conditions, on the 60th day following Employee’s termination or resignation, the Company will pay Employee such payments in a lump sum that Employee would have received on or prior to such date under the original schedule, with the balance of such payments being paid as originally scheduled. In addition, notwithstanding anything contained in Employee’s stock option or other equity award agreements to the contrary, in the event the Company (or any surviving or acquiring corporation) terminates Employee’s employment without Cause or Employee resigns for Good Reason within one (1) month prior to or twelve (12) months following the effective date of a Change in Control, and within one any surviving corporation or acquiring corporation assumes Employee’s stock options and/or equity awards, as applicable, or substitutes similar stock options or equity awards for Employee’s stock options and/or equity awards, as applicable, in accordance with the terms of the Company’s equity incentive plans, then (1i) year the vesting of such Change in Controlall of Employee’s stock options and/or equity awards (or any substitute stock options or equity awards), the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) aboveas applicable, the Executive shall be entitled to accelerated in full and (ii) the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations term and the Pro Rata Bonus and, in addition, subject period during which Employee’s stock options may be exercised shall be extended to the provisions of Section 19, twelve (A) an amount equal to twenty-four (2412) months of the Executive’s Base Salary at the rate in effect on after the date of Employee’s termination or resignationof employment; provided, payable that, in a lump sum within sixty (60) calendar days of no event shall such options be exercisable after the expiration date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay options as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, set forth in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if stock option grant notice and/or agreement evidencing such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sectionsoptions.

Change in Control Severance Benefits. In the event that the Company terminates Executive's employment without Just Cause or Executive resigns for Good Reason within one (1) month prior to or thirteen (13) months following the effective date of a Change in Control, ("Change in Control Termination"), and upon the execution of a Release, Executive shall be entitled to receive the following Change in Control severance benefits: (i) continuation of Executive's base salary, then in effect, for a period of one (1) year following the Termination Date, paid on the same basis and at the same time as previously paid; (ii) payment of any accrued but unused vacation and sick leave; (iii) a bonus in the amount equal to the bonus amount paid in the year immediately preceding the Change in Control or 50% of the maximum bonus eligibility if the Executive was not employed by the Company during the prior year bonus period; and (iv) the Company shall pay the premiums of Executive's group health insurance COBRA continuation coverage, including coverage for Executive's eligible dependents, for a maximum period of twelve (12) months following a Change in Control Termination; provided, however, that (a) the Company shall pay premiums for Executive's eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the Change in Control Termination and (b) the Company's obligation to pay such premiums shall cease immediately upon Executive's eligibility for comparable group health insurance provided by a new employer of Executive. If there Executive obtains new employment pursuant to which he is employed on an average of 30 hours or more each week, he may request, upon written notification to the Company, to receive any unpaid severance benefits (subject to required deductions and tax withholdings) within 14 days after receipt by the company of such written notice. Executive agrees that the Company's payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of Executive's coverage by a health insurance plan of a subsequent employer. For the balance of the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive's own expense. In addition, notwithstanding anything contained in Executive's stock option agreements to the contrary, in the event the Company (or any surviving or acquiring corporation) terminates Executive's employment without Just Cause or Executive resigns for Good Reason within one (1) month prior to or thirteen (13) months following the effective date of a Change in Control, and within one any surviving corporation or acquiring corporation assumes Executive's stock options or substitutes similar options for Executive's stock options in accordance with the terms of the 2000 Plan and/or the 2002 Plan, as applicable, then the vesting of Executive's stock options (1or any substitute options) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) above, the Executive shall be entitled to the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations accelerated in full and the Pro Rata Bonus and, in addition, subject term and the period during which such options may be exercised shall be extended to the provisions of Section 19, twelve (A) an amount equal to twenty-four (2412) months of the Executive’s Base Salary at the rate in effect on after the date of Executive's termination of employment; provided, that, in no event shall such options be exercisable after the expiration date of such options as set forth in the grant notice and/or agreement evidencing such options. Alternatively, in connection with any Change of Control, if any surviving corporation or resignation, payable acquiring corporation does not assume Executive's stock options or substitute similar options for Executive's stock options in a lump sum within sixty (60) calendar days accordance with the terms of the date 2000 Plan and/or the 2002 Plan, as applicable, then the vesting of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive 's stock options shall be entitled to the compensation and benefits for which the Executive is eligible under such sectionsaccelerated in full.

Change in Control Severance Benefits. If there In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Just Cause or Executive resigns for Good Reason within one (1) month prior to or twelve (12) months following the effective date of a Change in Control (“Change in Control Termination”), and upon the execution of a Release, Executive shall be entitled to receive the following Change in Control severance benefits: (i) a lump-sum cash payment in an amount equal to (A) 1.5 times Executive’s annual base salary then in effect, plus (B) 1.5 times the greater of (1) Executive’s annualized target bonus award for the year in which Executive’s employment terminates or (2) the Annual Bonus amount paid to Executive in the immediately preceding year; (ii) payment of any accrued but unused vacation and sick leave; (iii) payment of Executive’s target bonus award for the year in which Executive’s employment terminates, prorated through the date of the Change in Control Termination; (iv) the Company (or any surviving or acquiring corporation) shall pay the premiums of Executive’s group health insurance COBRA continuation coverage, including coverage for Executive’s eligible dependents, for a maximum period of eighteen (18) months following a Change in Control Termination; and (v) the Company (or any surviving or acquiring corporation) shall pay the costs of outplacement assistance services from an outplacement agency selected by Executive for a period of nine (9) months following a Change in Control Termination, up to maximum of $11,250 in aggregate; provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Executive’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the Change in Control Termination and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. Executive agrees that the Company’s (or any surviving or acquiring corporation’s) payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of Executive’s coverage by a health insurance plan of a subsequent employer. For the balance of the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive’s own expense. In addition, notwithstanding anything contained in Executive’s stock option and/or other stock award agreements to the contrary, in the event the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Just Cause or Executive resigns for Good Reason within one (1) month prior to or twelve (12) months following the effective date of a Change in Control, and within one (1) year of such Change in Control, the any surviving corporation or acquiring corporation assumes Executive’s employment is terminated under stock options and/or other stock awards, as applicable, or substitutes similar stock options or stock awards for Executive’s stock options and/or other stock awards, as applicable, in accordance with the circumstances described in Sections 4(aterms of the Company’s equity incentive plans, then (i) through 4(f) abovethe vesting of all of Executive’s stock options and/or other stock awards (or any substitute stock options or stock awards), the Executive as applicable, shall be entitled to accelerated in full and (ii) the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations term and the Pro Rata Bonus and, in addition, subject period during which Executive’s stock options may be exercised shall be extended to the provisions of Section 19, twelve (A) an amount equal to twenty-four (2412) months of the Executive’s Base Salary at the rate in effect on after the date of Executive’s termination or resignationof employment; provided, payable that, in a lump sum within sixty (60) calendar days of no event shall such options be exercisable after the expiration date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay options as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, set forth in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if stock option grant notice and/or agreement evidencing such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sectionsoptions.

Change in Control Severance Benefits. If there is you experience a Change Qualifying Termination (as defined below), provided that you satisfy the Conditions (as defined below) within the Deadline (as defined below), then (a) the Company will pay you severance pay for a period of six (6) months at your monthly base salary rate that was in Controleffect at the time of the Qualifying Termination and (b) one hundred percent (100%) of your then unvested Option shares will become fully vested and exercisable. Such severance pay will be paid in accordance with the Company’s standard payroll schedule on the Company’s payroll dates at your regular payroll rate immediately prior to the Qualifying Termination, commencing on the Company’s first regular payroll date following the last day of the Deadline, and within one (1) year of such Change in Controlwill be subject to all applicable withholdings. Notwithstanding anything stated herein to the contrary, the Executive’s employment severance provided in connection with your Qualifying Termination under this section is terminated under intended to be exempt from Internal Revenue Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) and to the circumstances extent it is exempt pursuant to such section it will in any event be paid no later than the last day of your second taxable year following the taxable year in which your Qualifying Termination has occurred. Xxxxxxx X. Xxxxxx To receive any of the severance pay or vesting acceleration described in Sections 4(athis Section 6 or Section 7 below, (i) through 4(fyou must execute (and not revoke) above, the Executive shall be entitled to the following: (I) if such termination is a termination full and complete general release of all claims in a form provided by the Company without Cause pursuant to Section 4(aalteration and (ii) or you must have returned all Company property (collectively, (i) and (ii) are the Executive resigns for Good Reason pursuant to Section 4(b“Conditions”), in each case by the Company shall pay forty-fifth (45th) day (the Executive “Deadline”) after your Qualifying Termination. For the Accrued Obligations and the Pro Rata Bonus andpurposes of this offer letter only, in addition, you will be deemed to have incurred a “Qualifying Termination” if you are subject to the provisions of Section 19, an “Involuntary Termination” (Aas defined in this Section) an amount equal to that occurs in connection with or within twenty-four (24) months following a Change in Control (as defined in this Section). For purposes of the Executive’s Base Salary at the rate in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sections.this Agreement:

Change in Control Severance Benefits. If there In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Cause or Executive resigns for Good Reason within two (2) months prior to or twelve (12) months following the effective date of a Change in Control (“Change in Control Termination”), and upon compliance with Section 5.5 above, Executive shall be eligible to receive the following Change in Control severance benefits: (i) a lump-sum cash payment in an amount equal to eighteen (18) months of the Executive’s annual Full-Time Base Salary then in effect; and (ii) the Company (or any surviving or acquiring corporation) shall pay the premiums of Executive’s group health insurance COBRA continuation coverage, including coverage for Executive’s eligible dependents, for a maximum period of eighteen (18) months following a Change in Control Termination; provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Executive’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the Change in Control Termination and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. Executive agrees that the Company’s (or any surviving or acquiring corporation’s) payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of Executive’s coverage by a health insurance plan of a subsequent employer. For the balance of the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive’s own expense. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive, fully taxable cash payments equal to and paid at the same time as the COBRA premiums that otherwise would have been paid, subject to applicable tax withholdings. To receive the payments under (i) and (ii) above, Executive’s termination or resignation must constitute a Separation from Service and Executive must execute and allow the Release to become effective within 60 days of the effective date of the Change in Control or Executive’s termination or resignation, whichever is later (the “Release Date”). Such payments shall not be paid prior to the Release Date, rather, subject to the aforementioned conditions, on the Release Date the Company will pay Executive such payments in a lump sum that Executive would have received on or prior to such date under the original schedule, with the balance of such payments being paid as originally scheduled. In addition, notwithstanding anything contained in Executive’s stock option or other equity award agreements to the contrary, in the event the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Cause or Executive resigns for Good Reason within two (2) months prior to or twelve (12) months following the effective date of a Change in Control, and within one (1) year of such Change in Control, the any surviving corporation or acquiring corporation assumes Executive’s employment is terminated under stock options and/or equity awards, as applicable, or substitutes similar stock options or equity awards for Executive’s stock options and/or equity awards, as applicable, in accordance with the circumstances described in Sections 4(aterms of the Company’s equity incentive plans, then (i) through 4(f) abovethe vesting of all of Executive’s stock options and/or equity awards (or any substitute stock options or equity awards), the Executive as applicable, shall be entitled accelerated in full and (ii) the period during which Executive’s stock options may be exercised shall be extended to the following: twelve (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and the Pro Rata Bonus and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (2412) months of the Executive’s Base Salary at the rate in effect on after the date of Executive’s termination or resignationof employment; provided, payable that, in a lump sum within sixty (60) calendar days of no event shall such options be exercisable after the expiration date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay options as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, set forth in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if stock option grant notice and/or agreement evidencing such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sectionsoptions.

Change in Control Severance Benefits. If there is (a) In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment for a Termination Without Cause or Executive resigns in connection with a Termination for Good Reason within twelve (12) months following the effective date of a Change in ControlControl (“Change in Control Termination”), and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(fupon compliance with Section 9.2(c) above, the Executive shall be entitled eligible to receive the followingfollowing Change in Control severance benefits: (Ii) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and the Pro Rata Bonus and, lump-sum cash payment in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (24) months of the Executive’s annual Base Salary at the rate then in effect on for a period of [—] months, less applicable withholdings and deductions, paid within 60 days following the Change in Control Termination; (ii) payment of Executive’s target bonus award for the year in which Executive’s employment terminates, prorated through the date of termination or resignationthe Change in Control Termination, payable paid within 60 days following the Change in a lump sum within sixty (60) calendar days of the date of termination or resignationControl Termination; and (Biii) provided the Executive timely elects continuation coverage under COBRA, the Company (or any surviving or acquiring corporation) shall also pay, on pay the Executive’s behalf, the portion premiums of monthly premiums for the Executive’s group health insuranceinsurance COBRA continuation coverage, including coverage for the Executive’s eligible dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) [—] month period following the date of termination or resignation, a Change in Control Termination (such period subject to the qualifications of this Section 9.3(a) referred to as “CIC COBRA Payment Period”); provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for coverage for which those eligible dependents who were enrolled immediately prior to the Change in Control Termination; and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. Executive agrees that the Company’s (or any surviving or acquiring corporation’s) payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of termination or resignationExecutive’s coverage by a health insurance plan of a subsequent employer. The Executive will continue to be required to pay that portion For the balance of the premium for the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignationown expense. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the event that under applicable guidance payment of the reimbursement of COBRA premiums causes would result in a violation of the Company’s group health plan to violate nondiscrimination rules of Section 105(h)(2) of the Code or any applicable nondiscrimination rulestatute or regulation of similar effect (including, without limitation, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; 2010 Patient Protection and (II) if such termination is a termination or resignation under Affordable Care Act, as amended by the circumstances described in Sections 4(c2010 Health Care and Education Reconciliation Act), 4(d), 4(e) or 4(f)then in lieu of providing the COBRA premiums, the Executive shall be entitled to Company will instead pay Executive, on the compensation and benefits for which first day of each month of the Executive is eligible under such sectionsremainder of the CIC COBRA Payment Period, the Special Severance Payment.

Change in Control Severance Benefits. If there is you experience a Change Qualifying Termination (as defined below), provided that you satisfy the Conditions (as defined below) within the Deadline (as defined below), then (a) the Company will pay you severance pay for a period of six (6) months at your monthly base salary rate that was in Controleffect at the time of the Qualifying Termination and (b) one hundred percent (100%) of your then unvested Option shares will become fully vested and exercisable. Such severance pay will be paid in accordance with the Company’s standard payroll schedule on the Company’s payroll dates at your regular payroll rate immediately prior to the Qualifying Termination, commencing on the Company’s first regular payroll date following the last day of the Deadline, and within one (1) year of such Change in Controlwill be subject to all applicable withholdings. Notwithstanding anything stated herein to the contrary, the Executive’s employment severance provided in connection with your Qualifying Termination under this section is terminated under intended to be exempt from Internal Revenue Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) and to the circumstances extent it is exempt pursuant to such section it will in any event be paid no later than the last day of your second taxable year following the taxable year in which your Qualifying Termination has occurred. To receive any of the severance pay or vesting acceleration described in Sections 4(athis Section 6 or Section 7 below, (i) through 4(fyou must execute (and not revoke) above, the Executive shall be entitled to the following: (I) if such termination is a termination full and complete general release of all claims in a form provided by the Company without Cause pursuant to Section 4(aalteration and (ii) or you must have returned all Company property (collectively, (i) and (ii) are the Executive resigns for Good Reason pursuant to Section 4(b“Conditions”), in each case by the Company shall pay forty-fifth (45th) day (the Executive “Deadline”) after your Qualifying Termination. For the Accrued Obligations and the Pro Rata Bonus andpurposes of this offer letter only, in addition, you will be deemed to have incurred a “Qualifying Termination” if you are subject to the provisions of Section 19, an “Involuntary Termination” (Aas defined in this Section) an amount equal to that occurs in connection with or within twenty-four (24) months following a Change in Control (as defined in this Section). For purposes of the Executive’s Base Salary at the rate in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sections.this Agreement:

Change in Control Severance Benefits. In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Just Cause or Executive resigns for Good Reason within one (1) month prior to or thirteen (13) months following the effective date of a Change in Control (“Change in Control Termination”), and upon the execution of a Release, Executive shall be entitled to receive the following Change in Control severance benefits: (i) continuation of Executive’s base salary, then in effect, for a period of one (1) year following the Termination Date, paid on the same basis and at the same time as previously paid; (ii) payment of any accrued but unused vacation and sick leave; (iii) a bonus in the amount equal to the bonus amount paid to Executive in the year immediately preceding the Change in Control or 50% of the maximum bonus eligibility if the Executive was not employed by the Company during the prior year bonus period; and (iv) the Company (or any surviving or acquiring corporation) shall pay the premiums of Executive’s group health insurance COBRA continuation coverage, including coverage for Executive’s eligible dependents, for a maximum period of twelve (12) months following a Change in Control Termination; provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Executive’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the Change in Control Termination and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. If there Executive obtains new employment pursuant to which he is employed on an average of 30 hours or more each week, he may request, upon written notification to the Company (or any surviving or acquiring corporation), to receive any unpaid severance benefits (subject to required deductions and tax withholdings) within 14 days after receipt by the company of such written notice. Executive agrees that the Company’s (or any surviving or acquiring corporation) payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of Executive’s coverage by a health insurance plan of a subsequent employer. For the balance of the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive’s own expense. In addition, notwithstanding anything contained in Executive’s stock option agreements to the contrary, in the event the Company (or any surviving or acquiring corporation) terminates Executive’s employment without Just Cause or Executive resigns for Good Reason within one (1) month prior to or thirteen (13) months following the effective date of a Change in Control, and within one (1) year of such Change in Control, the any surviving corporation or acquiring corporation assumes Executive’s employment is terminated under stock options or substitutes similar options for Executive’s stock options in accordance with the circumstances described in Sections 4(aterms of the 2000 Plan and/or the Company’s 2002 Broad-Based Equity Incentive Plan (the “2002 Plan”), as applicable, then the vesting of all of Executive’s stock options (or any substitute options) through 4(f) above, the Executive shall be entitled to the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations accelerated in full and the Pro Rata Bonus and, in addition, subject term and the period during which such options may be exercised shall be extended to the provisions of Section 19, twelve (A) an amount equal to twenty-four (2412) months of the Executive’s Base Salary at the rate in effect on after the date of Executive’s termination of employment; provided, that, in no event shall such options be exercisable after the expiration date of such options as set forth in the grant notice and/or agreement evidencing such options. Alternatively, in connection with any Change of Control, if any surviving corporation or resignation, payable acquiring corporation does not assume Executive’s stock options or substitute similar options for Executive’s stock options in a lump sum within sixty (60) calendar days accordance with the terms of the date 2000 Plan and/or the 2002 Plan, as applicable, then the vesting of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the all of Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive stock options shall be entitled to the compensation and benefits for which the Executive is eligible under such sectionsaccelerated in full.

Change in Control Severance Benefits. If there is (a) In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment for a Termination Without Cause or Executive resigns in connection with a Termination for Good Reason within 12 months following the effective date of a Change in ControlControl (“Change in Control Termination”), and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(fupon compliance with Section 9.2(c) above, the Executive shall be entitled eligible to receive the followingfollowing Change in Control severance benefits instead of the Severance Benefits set forth in Section 9.2 above: (Ii) if such termination is a termination by lump-sum cash payment in an amount equal to Executive’s annual Base Salary then in effect for a period of fifteen (15) months, less applicable withholdings and deductions, paid on the Company without Cause pursuant to Section 4(a) or 60th day following the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and the Pro Rata Bonus and, Change in addition, subject to the provisions of Section 19, Control Termination; (Aii) an amount equal to twenty-four 1.25 times (241.25x) months of the Executive’s Base Salary at the rate in effect then current annual Target Bonus paid on the date of termination or resignation, payable 60th day following the Change in a lump sum within sixty (60) calendar days of the date of termination or resignationControl Termination; and (Biii) provided the Executive timely elects continuation coverage under COBRA, the Company (or any surviving or acquiring corporation) shall also pay, on pay the Executive’s behalf, the portion premiums of monthly premiums for the Executive’s group health insuranceinsurance COBRA continuation coverage, including coverage for the Executive’s eligible dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen fifteen (1815) month months following a Change in Control Termination (such period following the date of termination or resignation, subject to the qualifications of this Section 9.3(a) referred to as “CIC COBRA Payment Period”); provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Executive and Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those coverage for which Executive and Executive’s eligible dependents who were enrolled immediately prior to the Change in Control Termination; and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive or upon Executive no longer being eligible for COBRA during the CIC COBRA Payment Period; and (c) the Company’s obligation to pay such premiums shall be contingent on Executive’s timely election of continued group health insurance coverage under COBRA. Executive agrees that the Company’s (or any surviving or acquiring corporation’s) payment of health insurance premiums will satisfy the Company’s obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of termination or resignationExecutive’s coverage by a health insurance plan of a subsequent employer. The Executive will continue to be required to pay that portion For the balance of the premium for the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignationown expense. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the event that under applicable guidance payment of the reimbursement of COBRA premiums causes would result in a violation of the Company’s group health plan to violate nondiscrimination rules of Section 105(h)(2) of the Code or any applicable nondiscrimination rulestatute or regulation of similar effect (including, without limitation, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; 2010 Patient Protection and (II) if such termination is a termination or resignation under Affordable Care Act, as amended by the circumstances described in Sections 4(c2010 Health Care and Education Reconciliation Act), 4(d), 4(e) or 4(f)then in lieu of providing the COBRA premiums, the Executive shall be entitled to Company will instead pay Executive, on the compensation and benefits for which first day of each month of the Executive is eligible under such sectionsremainder of the CIC COBRA Payment Period, the Special Severance Payment.

Change in Control Severance Benefits. If there is (a) In the event that the Company (or any surviving or acquiring corporation) terminates Executive’s employment for a Termination Without Cause or Executive resigns in connection with a Termination for Good Reason within 12 months following the effective date of a Change in ControlControl (“Change in Control Termination”), and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(fupon compliance with Section 9.2(c) above, the Executive shall be entitled eligible to receive the followingfollowing Change in Control severance benefits: (Ii) if such termination is a termination by lump-sum cash payment in an amount equal to Executive’s annual Base Salary then in effect for a period of 18 months, less applicable withholdings and deductions, paid within 60 days following the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and the Pro Rata Bonus and, Change in addition, subject to the provisions of Section 19, Control Termination; (Aii) an amount equal to twenty-four (24) months of the Executive’s Target Bonus award for the 18 month period immediately prior to Executive’s Change in Control Termination (seventy-five percent (75%) of Executive’s annual Base Salary at Salary), paid within 60 days following the rate Change in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignationControl Termination; and (Biii) provided the Executive timely elects continuation coverage under COBRA, the Company (or any surviving or acquiring corporation) shall also pay, on pay the Executive’s behalf, the portion premiums of monthly premiums for the Executive’s group health insuranceinsurance COBRA continuation coverage, including coverage for the Executive’s eligible dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) 18 month period following the date of termination or resignation, a Change in Control Termination (such period subject to the qualifications of this Section 9.3(a) referred to as “CIC COBRA Payment Period”); provided, however, that (a) the Company (or any surviving or acquiring corporation) shall pay premiums for Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for coverage for which those eligible dependents who were enrolled immediately prior to the Change in Control Termination; and (b) the Company’s (or any surviving or acquiring corporation’s) obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. Executive agrees that the Company’s (or any surviving or acquiring corporation’s) payment of health insurance premiums will satisfy its obligations under COBRA for the period provided. No insurance premium payments will be made following the effective date of termination or resignationExecutive’s coverage by a health insurance plan of a subsequent employer. The Executive will continue to be required to pay that portion For the balance of the premium for the period that Executive is entitled to coverage under federal COBRA law, if any, Executive shall be entitled to maintain such coverage at Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignationown expense. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the event that under applicable guidance payment of the reimbursement of COBRA premiums causes would result in a violation of the Company’s group health plan to violate nondiscrimination rules of Section 105(h)(2) of the Code or any applicable nondiscrimination rulestatute or regulation of similar effect (including, without limitation, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; 2010 Patient Protection and (II) if such termination is a termination or resignation under Affordable Care Act, as amended by the circumstances described in Sections 4(c2010 Health Care and Education Reconciliation Act), 4(d), 4(e) or 4(f)then in lieu of providing the COBRA premiums, the Executive shall be entitled to Company will instead pay Executive, on the compensation and benefits for which first day of each month of the Executive is eligible under such sectionsremainder of the CIC COBRA Payment Period, the Special Severance Payment.