Common use of Change in Control Termination Clause in Contracts

Change in Control Termination. If Executive’s employment with the Company is terminated by the Company without Cause (but not due to Executive’s death or Disability) or Executive resigns for Good Reason, and such termination or resignation occurs within one (1) month before, or within thirteen (13) months after a Change in Control (defined below) (each a “CIC Termination”), Executive shall be eligible to receive the following enhanced severance package (in lieu of the Severance Benefits described above): (i) payment of twelve (12) months of Executive’s Base Salary as in effect immediately prior to the Separation Date, less applicable withholdings and deductions; (ii) payment of a bonus in the amount equal to the most recently paid Bonus as described in Section 5 above, less applicable withholdings and deductions (the payments under clauses (i) and (ii) referred to as the “CIC Cash Severance”); and (iii) accelerated vesting of Executive’s Equity Awards so that Executive becomes one hundred percent (100%) vested in all such Equity Awards. Except for the noted accelerated vesting benefits, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to COBRA, and the terms of the governing health insurance policies, the Company will reimburse all monthly COBRA health insurance premiums the Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for twelve (12) months after the Separation Date or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or Executive ceases to be eligible for COBRA coverage. The CIC severance benefits shall be paid subject to the same preconditions and on the same terms and conditions applicable to the Severance Benefits; provided, however, that the CIC Cash Severance shall be paid in the form of a lump sum within ten (10) business days of the Effective Date of the Release required under Section 9(g)(ii) (Preconditions).

Change in Control Termination. If Executive’s employment with within the Company is terminated by thirteen (13) months immediately following a Change in Control or the Company without Cause (but not due to Executive’s death or Disability) or Executive resigns for Good Reason, and such termination or resignation occurs within one (1) month before, or within thirteen (13) months after immediately preceding a Change in Control Control: (defined belowi) Executive is involuntarily terminated by the Company (each or its successor entity) other than for Cause or (ii) Executive voluntarily terminates his employment with the Company (or its successor entity) for Good Reason (either constituting a “CIC Change in Control Termination”), and in each case Executive signs a Release in the form of Exhibit B and written acknowledgment of Executive's continuing obligations under the Proprietary Information Agreement, Executive shall be eligible entitled to receive the following enhanced severance package (in lieu of the Severance Benefits described above): (i) payment equivalent of twelve (12) months of Executive’s his Base Salary as in effect immediately prior to the Separation DateChange in Control Termination date, less applicable payable on the same basis and at the same time as previously paid and subject to employment tax withholdings and deductions; (ii) payment , commencing on the first regularly scheduled pay date following the effective date of the Release. Additionally, in the event that Executive is terminated under a Change in Control as described above, and subject to the same Release and acknowledgment of continuing obligations described above, Executive shall be entitled to receive a bonus in the amount equal to the most recently paid Bonus as described in Section 5 above, less applicable withholdings and deductions (the payments under clauses (i) and (ii) referred to as the “CIC Cash Severance”); and (iii) accelerated vesting of Executive’s Equity Awards so 7. Provided that Executive becomes one hundred percent (100%) vested in all such Equity Awards. Except is eligible for the noted accelerated vesting benefits, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group continuation of his health insurance coverage after the Separation Date pursuant to COBRA, and the terms for a period of the governing health insurance policies, the Company will reimburse all monthly COBRA health insurance premiums the Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for twelve (12) months after following a Change in Control Termination, the Separation Date or until such earlier date as Company shall also reimburse Executive either for the cost of COBRA premiums to be paid in order for Executive to maintain medical insurance coverage that is substantially equivalent to that which Executive received immediately prior to the termination provided, however, that the Company's obligation to pay Executive's COBRA premiums will cease immediately in the event Executive becomes eligible for group health insurance coverage through a new employer or during the twelve (12) month period, and Executive ceases hereby agrees to promptly notify the Company if he becomes eligible to be eligible for covered by group health insurance in such event (the salary continuation, bonus and COBRA coveragereimbursement are collectively referred to as the “Change in Control Severance Benefits”). The CIC severance benefits Release shall be paid subject to not apply in the same preconditions and on event that Executive does not accept the same terms and conditions applicable to the Change in Control Severance Benefits; provided, however, that the CIC Cash Severance shall be paid in the form of a lump sum within ten (10) business days of the Effective Date of the Release required under Section 9(g)(ii) (Preconditions).

Change in Control Termination. If Executive’s employment with the Company is terminated by the Company without Cause (but not due to Executive’s death or Disability) or Executive resigns for Good Reason, and such termination or resignation occurs within one the period beginning three (13) month before, or within thirteen months before and ending twelve (1312) months after a Change in Control (defined below) (each a “CIC Termination”), Executive shall be eligible to receive the following enhanced severance package (in lieu of the Severance Benefits described above): (i) payment of twelve thirty-six (1236) months of Executive’s Base Salary as in effect immediately prior to the Separation DateDate (or, the level in effect prior to a reduction of Base Salary that constitutes Good Reason), less applicable withholdings and deductions; (ii) a lump sum cash payment of a bonus in the amount equal to the most recently paid Bonus as described in Section 5 above, less applicable withholdings and deductions (the payments under clauses (i) and (ii) referred to as the “CIC Cash Severance”)Full Target Bonus; and (iii) accelerated vesting of Executive’s Equity Awards so that Executive becomes one hundred percent (100%) vested in all such Equity Awards, with the Equity Awards that vest based on performance being accelerated to the “target” level of achievement; and (iv) the exercise period applicable to the Equity Awards will be extended until the later of (1)the first (1st) anniversary of the Separation Date; or (2) the date provided in the applicable Equity Award agreement, but in no case longer than the expiration of the stated term of the Equity Award. Except for the noted foregoing accelerated vesting and extended exercise benefits, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to COBRA, and the terms of the governing health insurance policies, the Company will reimburse all monthly COBRA health insurance premiums the Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for twelve thirty-six (1236) months after the Separation Date or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or Executive ceases to be eligible for COBRA coverage. (All severance benefits provided in this subsection 9(a) shall be referred to collectively as the “CIC Severance Benefits.”) The CIC severance benefits Severance Benefits shall be paid subject to the same preconditions and on the same terms and conditions applicable to the Severance Benefits; provided, however, that the CIC Cash Severance shall be paid as set forth in the form of a lump sum within ten (10) business days of the Effective Date of the Release required under Section 9(g)(ii8(f)(ii) (Preconditions).

Change in Control Termination. If Executive’s employment with the Company is terminated by the Company without Cause (but not due to Executive’s death or Disability) or Executive resigns for Good Reason, and such termination or resignation occurs within one (1) month before, or within thirteen (13) months after a Change in Control (defined below) (each a “CIC Termination”), Executive shall be eligible to receive the following enhanced severance package (in lieu of the Severance Benefits described above): (i) payment of twelve eighteen (1218) months of Executive’s Base Salary as in effect immediately prior to the Separation Date, less applicable withholdings and deductions; (ii) payment of a bonus in the amount equal to the most recently paid Bonus as described in Section 5 aboveabove multiplied by (1.5), less applicable withholdings and deductions (the payments under clauses (i) and (ii) referred to as the “CIC Cash Severance”); and (iii) accelerated vesting of Executive’s Equity Awards so that Executive becomes one hundred percent (100%) vested in all such Equity Awards. Except for the noted accelerated vesting benefits, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to COBRA, and the terms of the governing health insurance policies, the Company will reimburse all monthly COBRA health insurance premiums the Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for twelve eighteen (1218) months after the Separation Date or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or Executive ceases to be eligible for COBRA coverage. The CIC severance benefits shall be paid subject to the same preconditions and on the same terms and conditions applicable to the Severance Benefits; provided, however, that the CIC Cash Severance shall be paid in the form of a lump sum within ten (10) business days of the Effective Date of the Release required under Section 9(g)(ii) (Preconditions).

Change in Control Termination. If Executive’s your employment with the Company is terminated by the Company without Cause (but not due to Executive’s your death or Disability) ), or Executive resigns you resign for Good Reason, and in either case such termination or resignation occurs within one twelve (1) month before, or within thirteen (1312) months after the effective date of a Change in Control (as defined below) (each a “CIC Termination”), Executive then subject to the preconditions set forth below in Section 7(f), you shall be eligible to receive the following enhanced severance package (in lieu of the Severance Benefits described above): benefits: (i) payment Payment of severance equal to twelve (12) months of Executive’s Base Salary as your base salary in effect immediately prior to the Separation DateDate (or, the level in effect prior to any reduction of base salary that constitutes Good Reason), less applicable payroll tax withholdings and deductions; , to be paid in the form of salary continuation beginning on the first regularly scheduled payroll date of the Company following the 60th day following your Separation from Service; (ii) payment of a bonus in the amount equal to the most recently paid Bonus as described in Section 5 above, less applicable withholdings and deductions (the payments under clauses (i) and (ii) referred to as the “CIC Cash Severance”); and (iii) accelerated Accelerated vesting of Executive’s Equity Awards your equity awards so that Executive becomes you become one hundred percent (100%) vested in all such Equity Awards. Except for equity awards (unless otherwise specified in the noted accelerated vesting benefitsapplicable equity award agreement governing the applicable award); (iii) A lump sum cash payment equal to your target Annual Bonus less deductions and withholdings, all existing terms and conditions applicable to be paid on the Equity Awards shall remain in full force and effect. In addition, provided Executive first regularly scheduled payroll date of the Company following the 60th day following your Separation from Service); and (iv) Provided you timely elects elect to continue Executive’s your group health insurance coverage after the Separation Date pursuant to COBRA, and the terms of the governing health insurance policies, the Company will reimburse all monthly the COBRA health insurance premiums the Executive pays Payments you pay to continue Executive’s your health insurance coverage (including dependent coverage) for under COBRA until the earlier of (A) a period of twelve (12) months after the Separation Date or until such earlier Date, (B) the date as Executive either becomes you become eligible for group health insurance coverage through a new employer or Executive ceases to be eligible for COBRA coverage. The CIC severance benefits shall be paid subject to the same preconditions and on the same terms and conditions applicable to the Severance Benefits; provided, however, that the CIC Cash Severance shall be paid in the form of a lump sum within ten (10) business days of the Effective Date of the Release required under Section 9(g)(ii) (Preconditions).or

Change in Control Termination. If Executive’s employment with the Company is terminated by the Company without Cause (but not due to Executive’s death or Disability) or Executive resigns for Good Reason, and such termination or resignation occurs within one (1) month before, or within thirteen (13) months after a Change in Control (defined below) (each a “CIC Termination”), Executive shall be eligible to receive the following enhanced severance package (in lieu of the Severance Benefits described above): (i) payment of twelve eighteen (1218) months of Executive’s Base Salary as in effect immediately prior to the Separation Date, less applicable withholdings and deductions; (ii) payment of a bonus in the an amount equal to 1.5 times the most recently paid Bonus as described in Section 5 aboveabove multiplied by 1.5, less applicable withholdings and deductions (the payments under clauses (i) and (ii) referred to as the “CIC Cash Severance”); and (iii) accelerated vesting of Executive’s Equity Awards so that Executive becomes one hundred percent (100%) vested in all such Equity Awards; and (iv) a twenty-four (24) month extension of the exercise period applicable to the Equity Awards so that Executive has 730 days after the Separation Date to exercise any vested Equity Awards (including, for avoidance of doubt, any portion of such awards that became vested as a result of the foregoing accelerated vesting benefit) (the “Extended Exercise Period”). The foregoing Extended Exercise Period benefit may convert Equity Awards that were incentive stock options into non-statutory stock options. Executive should consult with an independent tax advisor for additional guidance. Except for the noted foregoing accelerated vesting and Extended Exercise Period benefits, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to COBRA, and the terms of the governing health insurance policies, the Company will reimburse all monthly COBRA health insurance premiums the Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for twelve eighteen (1218) months after the Separation Date or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or Executive ceases to be eligible for COBRA coverage. The These CIC severance benefits shall be paid subject to the same preconditions and on the same terms and conditions applicable to the Severance Benefits; provided, however, that the CIC Cash Severance shall be paid in on a quarterly basis with the form of a lump sum first payment starting within ten (10) business days of the Effective Date of the Release required under Section 9(g)(ii) (Preconditions). For purposes of this provisions only and notwithstanding any other provisions of this Agreement to the contrary, in the event a resignation without Good Reason as described in Section 9(e) above , the Company may elect to accelerate Executive’s designated resignation effective date, and Executive shall not be entitled to any additional pay in lieu of notice.

Change in Control Termination. If Executive’s employment with the Company is terminated by the Company without Cause (but not due to Executive’s death or Disability) or Executive resigns for Good Reason, and such termination or resignation occurs within one (1) month before, or within thirteen (13) months after terminates in a Change in Control Termination, this Agreement shall terminate without further obligations to Executive other than: (defined below) (each a “CIC Termination”), Executive shall be eligible to receive the following enhanced severance package (in lieu of the Severance Benefits described above): (iA) payment of twelve (121) months Accrued Obligations through the effective date of termination in a lump sum in cash within thirty (30) days of the effective date of termination, and (2) any Annual Bonus earned but unpaid with respect to the fiscal year ending on or preceding the date of termination, payable at the time such Annual Bonus would have been paid if Executive was still employed with the Company; (B) continued payment of Executive’s Annual Base Salary as in effect immediately prior to the Separation Date, less applicable withholdings and deductions; (ii) payment date of a bonus termination but ignoring any decrease in the amount equal to the most recently paid Bonus as described in Section 5 above, less applicable withholdings and deductions (the payments under clauses (i) and (ii) referred to as the “CIC Cash Severance”); and (iii) accelerated vesting of Executive’s Equity Awards so Annual Base Salary that Executive becomes one hundred percent forms the basis for Good Reason (100%) vested such payments to be made in all such Equity Awards. Except for accordance with the noted accelerated vesting benefits, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue ExecutiveCompany’s group health insurance coverage after the Separation Date pursuant to COBRA, and the terms of the governing health insurance policies, the Company will reimburse all monthly COBRA health insurance premiums the Executive pays to continue Executive’s health insurance coverage (including dependent coveragenormal payroll practices) for a period consisting of twelve (12) months after following the Separation Date or until effective date of termination (the “Severance Period”), with payments to begin on the first paydate following the Executive’s execution of the general release described in the flush language below and the expiration of any related revocation period, and with the first of such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or Executive ceases payments to be eligible for COBRA coverage. The CIC severance benefits shall be paid subject include any regularly scheduled payments that were missed pending Executive’s execution of the general release and expiration of the related revocation period; (C) payment of an amount equal to the same preconditions and Annual Bonus amount earned by Executive for performance in the last completed fiscal year prior to the Change in Control Event for which bonuses have been paid or are payable (which Annual Bonus may be in the aggregate if Executive has earned more than one bonus payment for such calendar year), payable in a lump sum on the same terms sixtieth (60th) day following the effective date of termination; and (D) monthly payments (or reimbursement to Executive) of the cost of continuing coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or similar state law, for Executive and conditions applicable his spouse (if so elected) under the Company’s and RRI’s then existing medical, dental and prescription insurance plans for a period equal to the Severance Benefitslesser of (i) the duration of such coverage or (ii) twelve (12) months, provided that Executive elects such continuing coverage in accordance with the requirements of each such plan (provided that during any period when Executive is eligible to receive such benefits under any employer-provided plan or through any government-sponsored program such as Medicare, the benefits provided under this clause (D) may be made secondary to those provided under such other plan); provided, however, that as conditions precedent to receiving the CIC Cash Severance payments and benefits provided for in this Section 4(f)(ii) (other than payment of the Accrued Obligations and the Annual Bonus under Section 4(f)(ii)(A)(2) of this Agreement), Executive shall be paid first execute and deliver to the Company and RRI a general release agreement substantially in the form attached hereto as Exhibit A, and all rights of a lump sum within ten Executive thereunder or under applicable law to rescind or revoke the release shall have expired no later than the forty-five (1045) business days after the date of termination. If Executive fails to timely execute the general release, all payments and benefits set forth in this Section 4(f)(ii) (other than the payment of the Effective Date of Accrued Obligations and the Release required Annual Bonus under Section 9(g)(ii4(f)(ii)(A)(2) (Preconditions)of this Agreement) shall be forfeited.

Change in Control Termination. If Executive’s employment with the Company is terminated by the Company without Cause (but not due to Executive’s death or Disability) or Executive resigns for Good Reason, and such termination or resignation occurs within one the period beginning three (13) month before, or within thirteen months before and ending twelve (1312) months after a Change in Control (defined below) (each a “CIC Termination”), Executive shall be eligible to receive the following enhanced severance package (in lieu of the Severance Benefits described above): (i) payment of twelve thirty-six (1236) months of Executive’s Base Salary as in effect immediately prior to the Separation DateDate (or, the level in effect prior to a reduction of Base Salary that constitutes Good Reason), less applicable withholdings and deductions; (ii) a lump sum cash payment of a bonus in the amount equal to the most recently paid Bonus as described in Section 5 above, less applicable withholdings and deductions (the payments under clauses (i) and (ii) referred to as the “CIC Cash Severance”)Full Target Bonus; and (iii) accelerated vesting of Executive’s Equity Awards so that Executive becomes one hundred percent (100%) vested in all such Equity Awards, with the Equity Awards that vest based on performance being accelerated to the “target” level of achievement; and (iv) the exercise period applicable to the Equity Awards will be extended until the later of (1) the first (1st) anniversary of the Separation Date; or (2) the date provided in the applicable Equity Award agreement, but in no case longer than the expiration of the stated term of the Equity Award. Except for the noted foregoing accelerated vesting and extended exercise benefits, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to COBRA, and the terms of the governing health insurance policies, the Company will reimburse all monthly COBRA health insurance premiums the Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for twelve thirty-six (1236) months after the Separation Date or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or Executive ceases to be eligible for COBRA coverage. (All severance benefits provided in this subsection 9(a) shall be referred to collectively as the “CIC Severance Benefits.”) The CIC severance benefits Severance Benefits shall be paid subject to the same preconditions and on the same terms and conditions applicable to the Severance Benefits; provided, however, that the CIC Cash Severance shall be paid as set forth in the form of a lump sum within ten (10) business days of the Effective Date of the Release required under Section 9(g)(ii8(f)(ii) (Preconditions).

Change in Control Termination. If Executive’s employment with the Company is terminated either by the Company without Cause (but not due to Executive’s death or Disability) or as a result of Executive resigns for Good Reason, and such termination or resignation occurs within during the period beginning on the date one (1) month before, or within before a Change in Control (defined below) through the date thirteen (13) months after a Change in Control (defined below) (each each, a “CIC Termination”), Executive shall be eligible to receive the following enhanced severance package (in lieu of the Severance Benefits described in Section 9 above): (i) payment of twelve nine (129) months of Executive’s Base Salary as in effect immediately prior to the Separation Date, less any applicable withholdings and deductions; (ii) payment of a bonus in the an amount equal to the most recently paid Bonus as described in Section 5 above, less applicable withholdings and deductions above (the payments under clauses (i) and (ii) referred to as the “CIC Cash Severance”); and (iii) accelerated vesting of Executive’s Equity Awards Awards, including any additional awards of stock options and/or Restricted Stock Units so that Executive becomes one hundred percent (100%) vested in all such Equity Awards. Except for awards; and (iv) a twelve (12) month extension of the noted accelerated vesting benefits, all existing terms and conditions exercise period applicable to the Equity Awards shall remain in full force and effectOption so that Executive has 365 days after the Separation Date to exercise any vested Option, but no longer than the term/expiration date of the Option (including, for avoidance of doubt, any portion of such Option that became vested as a result of the foregoing accelerated vesting benefit) (the “Extended Exercise Period”). In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to COBRA, and the terms of the governing health insurance policies, the Company will reimburse all monthly for COBRA health insurance premiums Payments the Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for twelve six (126) months after the Separation Date or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or Executive ceases to be eligible for COBRA coverage. The These CIC severance benefits shall be paid subject to the same preconditions set forth in Section 8(g)(ii) (Preconditions) above and on the same terms and conditions applicable to the Severance Benefits; provided, however, that the CIC Cash Severance shall be paid in the form of a lump sum within ten (10) business days of the Effective Date of the Release required under Section 9(g)(ii8(g)(ii) (Preconditions)) and provided, further, that any amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A will be paid on the 60th day following the Separation Date, subject to Section 10 below. For avoidance of doubt, no CIC severance benefits will be paid under any circumstances if the preconditions set forth in Section 8(g)(ii) (Preconditions) are not satisfied, or if Executive’s employment ends because of a resignation without Good Reason, a termination for Cause, or as a result of Executive’s death or Disability. For purposes of clarity, in the event that a CIC Termination occurs and any Severance Benefits under Section 8(g) (or portions thereof) already have been paid to Executive, the corresponding severance payments and benefits payable pursuant to the CIC Termination will be reduced in order to prevent the duplication of benefits to Executive.

Change in Control Termination. If Executive’s your employment with the Company is terminated by the Company without Cause (but not due to Executive’s your death or Disability) ), or Executive resigns you resign for Good Reason, and in either case such termination or resignation occurs within one twelve (1) month before, or within thirteen (1312) months after the effective date of a Change in Control (as defined below) (each a “CIC Termination”), Executive then subject to the preconditions set forth below in Section 7(f), you shall be eligible to receive the following enhanced severance package (in lieu of the Severance Benefits described above): benefits: (i) payment Payment of twelve severance equal to eighteen (1218) months of Executive’s Base Salary as your base salary in effect immediately prior to the Separation DateDate (or, the level in effect prior to any reduction of base salary that constitutes Good Reason), less applicable payroll tax withholdings and deductions; , to be paid in the form of salary continuation beginning on the first regularly scheduled payroll date of the Company following the 60th day following your Separation from Service; (ii) payment of a bonus in the amount equal to the most recently paid Bonus as described in Section 5 above, less applicable withholdings and deductions (the payments under clauses (i) and (ii) referred to as the “CIC Cash Severance”); and (iii) accelerated Accelerated vesting of Executive’s Equity Awards your equity awards so that Executive becomes you become one hundred percent (100%) vested in all such Equity Awards. Except for equity awards (unless otherwise specified in the noted accelerated vesting benefitsapplicable equity award agreement governing the applicable award); (iii) A lump sum cash payment equal to your target Annual Bonus less deductions and withholdings, all existing terms and conditions applicable to be paid on the Equity Awards shall remain in full force and effect. In addition, provided Executive first regularly scheduled payroll date of the Company following the 60th day following your Separation from Service); and (iv) Provided you timely elects elect to continue Executive’s your group health insurance coverage after the Separation Date pursuant to COBRA, and the terms of the governing health insurance policies, the Company will reimburse all monthly the COBRA health insurance premiums the Executive pays Payments you pay to continue Executive’s your health insurance coverage (including dependent coverage) for twelve under COBRA until the earlier of (12A) a period of eighteen (18) months after the Separation Date or until such earlier Date, (B) the date as Executive either becomes you become eligible for group health insurance coverage through a new employer or Executive ceases (C) the date you cease to be eligible for COBRA coveragecoverage (the “CIC COBRA Payment Period”). The CIC severance benefits shall be paid subject You must submit to the same preconditions and on Company appropriate documentation of the same terms and conditions applicable foregoing health insurance payments, within sixty (60) days of making such payments, in order to be reimbursed. Notwithstanding the Severance Benefits; providedforegoing, howeverif the Company determines, in its sole discretion, that it cannot pay the COBRA Payments without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), at the end of each remaining month of the CIC Cash Severance COBRA Payment Period, the Company shall be pay you directly a taxable monthly amount which, after taxes, equals the COBRA Payment amount the Company would have otherwise paid to you. You agree to promptly notify the Company in writing if you become eligible for group health insurance coverage through a new employer before the form of a lump sum within ten (10) business days end of the Effective Date of the Release required under Section 9(g)(ii) (Preconditions)CIC COBRA Payment Period.

Change in Control Termination. If Executive’s employment with the Company is terminated by the Company without Cause (but not due to Executive’s death or Disability) or Executive resigns for Good Reason, and such termination or resignation occurs within one (1) month before, or within thirteen (13) months after a Change in Control (defined below) (each a “CIC Termination”), Executive shall be eligible to receive the following enhanced severance package (in lieu of the Severance Benefits described above): (i) payment of twelve twenty-one (1221) months of Executive’s Base Salary as in effect immediately prior to the Separation Date, less applicable withholdings and deductions; (ii) payment of a bonus in the amount equal to the most recently paid Bonus as described in Section 5 aboveabove multiplied by (1.75), less applicable withholdings and deductions (the payments under clauses (i) and (ii) referred to as the “CIC Cash Severance”); and (iii) accelerated vesting of Executive’s Equity Awards so that Executive becomes one hundred percent (100%) vested in all such Equity Awards. Except for the noted accelerated vesting benefits, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to COBRA, and the terms of the governing health insurance policies, the Company will reimburse all monthly COBRA health insurance premiums the Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for twelve twenty-one (1221) months after the Separation Date or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or Executive ceases to be eligible for COBRA coverage. The CIC severance benefits shall be paid subject to the same preconditions and on the same terms and conditions applicable to the Severance Benefits; provided, however, that the CIC Cash Severance shall be paid in the form of a lump sum within ten (10) business days of the Effective Date of the Release required under Section 9(g)(ii) (Preconditions).

Change in Control Termination. If Executive’s employment with the Company is terminated by the Company without Cause (but not due to Executive’s death or Disability) or Executive resigns for Good Reason, and such termination or resignation occurs within one (1) month before, or within thirteen (13) months after a Change in Control (defined below) (each a “CIC Termination”), Executive shall be eligible to receive the following enhanced severance package (in lieu of the Severance Benefits described above): (i) payment of twelve twenty-four (1224) months of Executive’s Base Salary as in effect immediately prior to the Separation Date, less applicable withholdings and deductions; (ii) payment of a bonus in the an amount equal to the most recently paid Executive’s Bonus Target times two (2x) as described in Section 5 above, less applicable withholdings and deductions (the payments under clauses (i) and (ii) referred to as the “CIC Cash Severance”); (iii) the Pro Rata Bonus; and (iiiiv) accelerated vesting of Executive’s Equity Awards so that Executive becomes one hundred percent (100%) vested in all such Equity Awards; and (iv) a twenty-four (24) month extension of the exercise period applicable to the Equity Awards so that Executive has 730 days after the Separation Date to exercise any vested Equity Awards (including, for avoidance of doubt, any portion of such awards that became vested as a result of the foregoing accelerated vesting benefit) (the “CIC Extended Exercise Period”). The foregoing CIC Extended Exercise Period benefit may convert Equity Awards that were incentive stock options into non-statutory stock options. Executive should consult with an independent tax advisor for additional guidance. Except for the noted foregoing accelerated vesting benefits, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to COBRA, and the terms of the governing health insurance policies, the Company will reimburse all monthly COBRA health insurance premiums the Executive pays to continue Executive’s health insurance coverage (including dependent coverage) ), less the amount Executive would have been required to contribute for twelve such health insurance coverage had he continued his employment, for twenty-four (1224) months after the Separation Date or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or Executive ceases to be eligible for COBRA coverage. The These CIC severance benefits shall be paid subject to the same preconditions and on the same terms and conditions applicable to the Severance Benefits; provided, however, that the CIC Cash Severance shall be paid in the form of a lump sum within ten (10) business days of the Effective Date of the Release required under Section 9(g)(ii) (Preconditions). For purposes of this provisions only and notwithstanding any other provisions of this Agreement to the contrary, in the event of a resignation without Good Reason as described in Section 9(e) above, the Company may elect to accelerate Executive’s designated resignation effective date, and Executive shall not be entitled to any additional pay in lieu of notice.

Change in Control Termination. If Executive’s your employment with the Company is terminated by the Company without Cause (but not due to Executive’s your death or Disability) ), or Executive resigns you resign for Good Reason, and in either case such termination or resignation occurs within one twelve (1) month before, or within thirteen (1312) months after the effective date of a Change in Control (as defined below) (each a “CIC Termination”), Executive then subject to the preconditions set forth below in Section 7(f), you shall be eligible to receive the following enhanced severance package (in lieu of the Severance Benefits described above): benefits: (i) payment Payment of twelve severance equal to nine (129) months of Executive’s Base Salary as your base salary in effect immediately prior to the Separation DateDate (or, the level in effect prior to any reduction of base salary that constitutes Good Reason), less applicable payroll tax withholdings and deductions; , to be paid in the form of salary continuation beginning on the first regularly scheduled payroll date of the Company following the 60th day following your Separation from Service; (ii) payment of a bonus in the amount equal to the most recently paid Bonus as described in Section 5 above, less applicable withholdings and deductions (the payments under clauses (i) and (ii) referred to as the “CIC Cash Severance”); and (iii) accelerated Accelerated vesting of Executive’s Equity Awards your equity awards so that Executive becomes you become one hundred percent (100%) vested in all such Equity Awards. Except for equity awards (unless otherwise specified in the noted accelerated vesting benefitsapplicable equity award agreement governing the applicable award); (iii) A lump sum cash payment equal to your target Annual Bonus less deductions and withholdings, all existing terms and conditions applicable to be paid on the Equity Awards shall remain in full force and effect. In addition, provided Executive first regularly scheduled payroll date of the Company following the 60th day following your Separation from Service); and (iv) Provided you timely elects elect to continue Executive’s your group health insurance coverage after the Separation Date pursuant to COBRA, and the terms of the governing health insurance policies, the Company will reimburse all monthly the COBRA health insurance premiums the Executive pays Payments you pay to continue Executive’s your health insurance coverage (including dependent coverage) for twelve under COBRA until the earlier of (12A) a period of nine (9) months after the Separation Date or until such earlier Date, (B) the date as Executive either becomes you become eligible for group health insurance coverage through a new employer or Executive ceases (C) the date you cease to be eligible for COBRA coveragecoverage (the “CIC COBRA Payment Period”). The CIC severance benefits shall be paid subject You must submit to the same preconditions and on Company appropriate documentation of the same terms and conditions applicable foregoing health insurance payments, within sixty (60) days of making such payments, in order to be reimbursed. Notwithstanding the Severance Benefits; providedforegoing, howeverif the Company determines, in its sole discretion, that it cannot pay the COBRA Payments without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), at the end of each remaining month of the CIC Cash Severance COBRA Payment Period, the Company shall be pay you directly a taxable monthly amount which, after taxes, equals the COBRA Payment amount the Company would have otherwise paid to you. You agree to promptly notify the Company in writing if you become eligible for group health insurance coverage through a new employer before the form of a lump sum within ten (10) business days end of the Effective Date of the Release required under Section 9(g)(ii) (Preconditions)CIC COBRA Payment Period.

Change in Control Termination. If Executive’s employment with the Company is terminated either by the Company without Cause (but not due to Executive’s death or Disability) or as a result of Executive resigns for Good Reason, and such termination or resignation occurs within during the period beginning on the date one (1) month before, or within before a Change in Control (defined below) through the date thirteen (13) months after a Change in Control (defined below) (each each, a “CIC Termination”), Executive shall be eligible to receive the following enhanced severance package (in lieu of the Severance Benefits described in Section 9 above): (i) payment of twelve (12) months of Executive’s Base Salary as in effect immediately prior to the Separation Date, less any applicable withholdings and deductions; (ii) payment of a bonus in the an amount equal to the most recently paid Bonus as described in Section 5 above, less applicable withholdings and deductions above (the payments under clauses (i) and (ii) referred to as the “CIC Cash Severance”); and (iii) accelerated vesting of Executive’s Equity Awards Awards, including any additional awards of stock options and/or Restricted Stock Units so that Executive becomes one hundred percent (100%) vested in all such Equity Awards. Except for awards; and (iv) a twenty-four (24) month extension of the noted accelerated vesting benefits, all existing terms and conditions exercise period applicable to the Equity Awards shall remain in full force and effectOption so that Executive has 365 days after the Separation Date to exercise any vested Option, but no longer than the term/expiration date of the Option (including, for avoidance of doubt, any portion of such Option that became vested as a result of the foregoing accelerated vesting benefit) (the “Extended Exercise Period”). In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to COBRA, and the terms of the governing health insurance policies, the Company will reimburse all monthly for COBRA health insurance premiums Payments the Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for twelve (12) months after the Separation Date or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or Executive ceases to be eligible for COBRA coverage. The These CIC severance benefits shall be paid subject to the same preconditions set forth in Section 9(g)(ii) (Preconditions) above and on the same terms and conditions applicable to the Severance Benefits; provided, however, that the CIC Cash Severance shall be paid in the form of a lump sum within ten (10) business days of the Effective Date of the Release required under Section 9(g)(ii) (Preconditions)) and provided, further, that any amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A will be paid on the 60th day following the Separation Date, subject to Section 11 below. For avoidance of doubt, no CIC severance benefits will be paid under any circumstances if the preconditions set forth in Section 9(g)(ii) (Preconditions) are not satisfied, or if Executive’s employment ends because of a resignation without Good Reason, a termination for Cause, or as a result of Executive’s death or Disability. For purposes of clarity, in the event that a CIC Termination occurs and any Severance Benefits under Section 9(g) (or portions thereof) already have been paid to Executive, the corresponding severance payments and benefits payable pursuant to the CIC Termination will be reduced in order to prevent the duplication of benefits to Executive.

Change in Control Termination. If Executive’s your employment with the Company is terminated by the Company without Cause (but not due to Executive’s your death or Disability) ), or Executive resigns you resign for Good Reason, and in either case such termination or resignation occurs within one twelve (1) month before, or within thirteen (1312) months after the effective date of a Change in Control (as defined below) (each a “CIC Termination”), Executive then subject to the preconditions set forth below in Section 7(f), you shall be eligible to receive the following enhanced severance package (in lieu of the Severance Benefits described above): benefits: (i) payment Payment of severance equal to twelve (12) months of Executive’s Base Salary as your base salary in effect immediately prior to the Separation DateDate (or, the level in effect prior to any reduction of base salary that constitutes Good Reason), less applicable payroll tax withholdings and deductions; , to be paid in the form of salary continuation beginning on the first regularly scheduled payroll date of the Company following the 60th day following your Separation from Service; (ii) payment of a bonus in the amount equal to the most recently paid Bonus as described in Section 5 above, less applicable withholdings and deductions (the payments under clauses (i) and (ii) referred to as the “CIC Cash Severance”); and (iii) accelerated Accelerated vesting of Executive’s Equity Awards your equity awards so that Executive becomes you become one hundred percent (100%) vested in all such Equity Awards. Except for equity awards (unless otherwise specified in the noted accelerated vesting benefitsapplicable equity award agreement governing the applicable award); (iii) A lump sum cash payment equal to your target Annual Bonus less deductions and withholdings, all existing terms and conditions applicable to be paid on the Equity Awards shall remain in full force and effect. In addition, provided Executive first regularly scheduled payroll date of the Company following the 60th day following your Separation from Service); and (iv) Provided you timely elects elect to continue Executive’s your group health insurance coverage after the Separation Date pursuant to COBRA, and the terms of the governing health insurance policies, the Company will reimburse all monthly the COBRA health insurance premiums the Executive pays Payments you pay to continue Executive’s your health insurance coverage (including dependent coverage) for under COBRA until the earlier of (A) a period of twelve (12) months after the Separation Date or until such earlier Date, (B) the date as Executive either becomes you become eligible for group health insurance coverage through a new employer or Executive ceases (C) the date you cease to be eligible for COBRA coveragecoverage (the “CIC COBRA Payment Period”). The CIC severance benefits shall be paid subject You must submit to the same preconditions and on Company appropriate documentation of the same terms and conditions applicable foregoing health insurance payments, within sixty (60) days of making such payments, in order to be reimbursed. Notwithstanding the Severance Benefits; providedforegoing, howeverif the Company determines, in its sole discretion, that it cannot pay the COBRA Payments without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), at the end of each remaining month of the CIC Cash Severance COBRA Payment Period, the Company shall be pay you directly a taxable monthly amount which, after taxes, equals the COBRA Payment amount the Company would have otherwise paid to you. You agree to promptly notify the Company in writing if you become eligible for group health insurance coverage through a new employer before the form of a lump sum within ten (10) business days end of the Effective Date of the Release required under Section 9(g)(ii) (Preconditions)CIC COBRA Payment Period.

Change in Control Termination. If Executive’s employment with the Company is terminated by the Company without Cause (but not due to Executive’s death or Disability) or Executive resigns for Good Reason, and such termination or resignation occurs within one the period beginning three (13) month before, or within thirteen months before and ending twelve (1312) months after a Change in Control (defined below) (each a “CIC Termination”), Executive shall be eligible to receive the following enhanced severance package (in lieu of the Severance Benefits described above): (i) payment of twelve thirty-six (1236) months of Executive’s Base Salary as in effect immediately prior to the Separation Date, less applicable withholdings and deductions; (ii) a lump sum cash payment of a bonus in the amount equal to the most recently paid Bonus as described in Section 5 above, less applicable withholdings and deductions (the payments under clauses (i) and (ii) referred to as the “CIC Cash Severance”)Full Target Bonus; and (iii) accelerated vesting of Executive’s Equity Awards so that Executive becomes one hundred percent (100%) vested in all such Equity Awards, with the Equity Awards that vest based on performance being accelerated to the “target” level of achievement; and (iv) the exercise period applicable to the Equity Awards will be extended until the later of (1) the first (1st) anniversary of the Separation Date; or (2) the date provided in the applicable Equity Award agreement, but in no case longer than the expiration of the stated term of the Equity Award. Except for the noted foregoing accelerated vesting and 174807636 v5 extended exercise benefits, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to COBRA, and the terms of the governing health insurance policies, the Company will reimburse all monthly COBRA health insurance premiums the Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for twelve thirty-six (1236) months after the Separation Date or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or Executive ceases to be eligible for COBRA coverage. (All severance benefits provided in this subsection 9(a) shall be referred to collectively as the “CIC Severance Benefits.”) The CIC severance benefits Severance Benefits shall be paid subject to the same preconditions and on the same terms and conditions applicable to the Severance Benefits; provided, however, that the CIC Cash Severance shall be paid as set forth in the form of a lump sum within ten (10) business days of the Effective Date of the Release required under Section 9(g)(ii8(f)(ii) (Preconditions).

Change in Control Termination. If Executive’s employment with the Company is terminated by the Company without Cause (but not due to Executive’s death or Disability) or Executive resigns for Good Reason, and such termination or resignation occurs within one (1) month before, or within thirteen (13) months after a Change in Control (defined below) (each a “CIC Termination”), Executive shall be eligible to receive the following enhanced severance package (in lieu of the Severance Benefits described above): (i) payment of twelve (12) months of Executive’s Base Salary as in effect immediately prior to the Separation Date, less applicable withholdings and deductions; (ii) payment of a bonus in the amount equal to the most recently paid Bonus as described in Section 5 above, less applicable withholdings and deductions (the payments under clauses (i) and (ii) referred to as the “CIC Cash Severance”); and (iii) accelerated vesting of Executive’s Equity Awards so that Executive becomes one hundred percent (100%) vested in all such Equity Awards. Except for the noted accelerated vesting benefits, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to COBRA, and the terms of the governing health insurance policies, the Company will reimburse all monthly COBRA health insurance premiums the Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for twelve (12) months after the Separation Date or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or Executive ceases to be eligible for COBRA coverage. The CIC Change in Control severance benefits shall be paid subject to the same preconditions and on the same terms and conditions applicable to the Severance Benefits; provided, however, that the CIC Cash Severance shall be paid in the form of a lump sum within ten (10) business days of the Effective Date of the Release required under Section 9(g)(ii) (Preconditions).

Change in Control Termination. If Executive’s employment with the Company is terminated by the Company without Cause (but not due to Executive’s death or Disability) or Executive resigns for Good Reason, and such termination or resignation occurs within one (1) month before, or within thirteen (13) months after a Change in Control (defined below) (each a “CIC Termination”), Executive shall be eligible to receive the following enhanced severance package (in lieu of the Severance Benefits described above): (i) payment of twelve twenty-four (1224) months of Executive’s Base Salary as in effect immediately prior to the Separation Date, less applicable withholdings and deductions; (ii) payment of a bonus in the amount equal to the most recently paid Bonus as described in Section 5 aboveabove multiplied by two (2), less applicable withholdings and deductions (the payments under clauses (i) and (ii) referred to as the “CIC Cash Severance”); and (iii) accelerated vesting of Executive’s Equity Awards so that Executive becomes one hundred percent (100%) vested in all such Equity Awards. Except for the noted accelerated vesting benefits, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to COBRA, and the terms of the governing health insurance policies, the Company will reimburse all monthly COBRA health insurance premiums the Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for twelve twenty-four (1224) months after the Separation Date or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or Executive ceases to be eligible for COBRA coverage. The CIC severance benefits shall be paid subject to the same preconditions and on the same terms and conditions applicable to the Severance Benefits; provided, however, that the CIC Cash Severance shall be paid in the form of a lump sum within ten (10) business days of the Effective Date of the Release required under Section 9(g)(ii) (Preconditions).

Change in Control Termination. If Executive’s employment with the Company is terminated by the Company without Cause (but not due to Executive’s death or Disability) or Executive resigns for Good Reason, and such termination or resignation occurs within one the period beginning three (13) month before, or within thirteen months before and ending twelve (1312) months after a Change in Control (defined below) (each a “CIC Termination”), Executive shall be eligible to receive the following enhanced severance package (in lieu of the Severance Benefits described above): (i) payment of twelve thirty-six (1236) months of Executive’s Base Salary as in effect immediately prior to the Separation Date, less applicable withholdings and deductions; (ii) a lump sum cash payment of a bonus in the amount equal to the most recently paid Bonus as described in Section 5 above, less applicable withholdings and deductions (the payments under clauses (i) and (ii) referred to as the “CIC Cash Severance”)Full Target Bonus; and (iii) accelerated vesting of Executive’s Equity Awards so that Executive becomes one hundred percent (100%) vested in all such Equity Awards, with the Equity Awards that vest based on performance being accelerated to the “target” level of achievement; and (iv) the exercise period applicable to the Equity Awards will be extended until the later of (1)the first (1st) anniversary of the Separation Date; or (2) the date provided in the applicable Equity Award agreement, but in no case longer than the expiration of the stated term of the Equity Award. Except for the noted foregoing accelerated vesting and 174580400 v7 extended exercise benefits, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to COBRA, and the terms of the governing health insurance policies, the Company will reimburse all monthly COBRA health insurance premiums the Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for twelve thirty-six (1236) months after the Separation Date or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or Executive ceases to be eligible for COBRA coverage. (All severance benefits provided in this subsection 9(a) shall be referred to collectively as the “CIC Severance Benefits.”) The CIC severance benefits Severance Benefits shall be paid subject to the same preconditions and on the same terms and conditions applicable to the Severance Benefits; provided, however, that the CIC Cash Severance shall be paid as set forth in the form of a lump sum within ten (10) business days of the Effective Date of the Release required under Section 9(g)(ii8(f)(ii) (Preconditions).

Change in Control Termination. If (i) Notwithstanding any other provision contained herein, if Executive’s employment with the Company hereunder is terminated by Executive for Good Reason or by the Company without Cause (but not due to other than on account of Executive’s death or Disability) or Executive resigns for Good Reason), and such termination or resignation occurs in each case within one twelve (1) month before, or within thirteen (1312) months after following a Change in Control (defined below) (each a “CIC Termination”)Control, Executive shall be eligible entitled to receive the following enhanced severance package (in lieu of Accrued Amounts and subject to Executive’s timely execution, non-revocation, and full compliance with the Severance Benefits described above): (i) Release, Executive shall be entitled to receive a lump sum payment of equal to twelve (12) months of Executive’s Base Salary as and target Annual Bonus for the year in effect immediately prior to which the Separation DateTermination Date occurs, less applicable withholdings deductions and deductionswithholdings, which shall be paid within thirty (30) days following the effective date of the Release. (ii) If Executive timely and properly elects health plan continuation coverage under COBRA, the Company shall reimburse Executive for the difference between the monthly COBRA premium paid by Executive for Executive and Executive’s dependents and the monthly premium amount paid by similarly situated active employees. Executive shall be eligible to receive such reimbursement until the earliest of: (i) eighteen (18) months after the Termination Date; (ii) payment of a bonus in the amount equal date Executive is no longer eligible to the most recently paid Bonus as described in Section 5 above, less applicable withholdings and deductions (the payments under clauses (i) and (ii) referred to as the “CIC Cash Severance”)receive COBRA continuation coverage; and (iii) accelerated vesting of Executive’s Equity Awards so that the date on which Executive becomes one hundred percent eligible to receive coverage from another employer or other source. (100%iii) vested in all such Equity Awards. Except for the noted accelerated vesting benefits, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to COBRA, and Notwithstanding the terms of the governing health insurance policiesPlan or any applicable RSU award agreements, all outstanding RSU awards, shall become fully vested and the Company will reimburse all monthly COBRA health insurance premiums the Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for twelve (12) months after the Separation Date or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or Executive ceases to be eligible for COBRA coverage. The CIC severance benefits restrictions thereon shall be paid subject to the same preconditions and on the same terms and conditions applicable to the Severance Benefitslapse; providedprovided that, however, that the CIC Cash Severance shall be paid any delays in the form settlement or payment of a lump sum within ten (10) business days of such awards that are set forth in the Effective Date of the Release applicable award agreement and that are required under Code Section 9(g)(ii) (Preconditions)409A shall remain in effect.

Change in Control Termination. If Executive’s employment with the Company is terminated by the Company without Cause (but not due to Executive’s death or Disability) or Executive resigns for Good Reason, and such termination or resignation occurs within one (1) month before, or within thirteen (13) months after a Change in Control (defined below) (each a “CIC Termination”), Executive shall be eligible to receive the following enhanced severance package (in lieu of the Severance Benefits described above): (i) payment of twelve eighteen (1218) months of Executive’s Base Salary as in effect immediately prior to the Separation Date, less applicable withholdings and deductions; (ii) payment of a bonus in the amount equal to the most recently paid Bonus as described in Section 5 aboveabove multiplied by (1.5), less applicable withholdings and deductions (the payments under clauses (i) and (ii) referred to as the “CIC Cash Severance”); and (iii) accelerated vesting of Executive’s Equity Awards so that Executive becomes one hundred percent (100%) vested in all such Equity Awards. In addition, the period following the Separation Date during which Executive’s Equity Awards may be exercised shall be extended to twelve (12) months. Except for the noted accelerated vesting and extended exercise period benefits, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to COBRA, and the terms of the governing health insurance policies, the Company will reimburse all monthly COBRA health insurance premiums the Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for twelve eighteen (1218) months after the Separation Date or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or Executive ceases to be eligible for COBRA coverage. The CIC Change in Control severance benefits shall be paid subject to the same preconditions and on the same terms and conditions applicable to the Severance Benefits; provided, however, that the CIC Cash Severance shall be paid in the form of a lump sum within ten (10) business days of the Effective Date of the Release required under Section 9(g)(ii) (Preconditions).

Change in Control Termination. If Executive’s your employment with the Company is terminated by the Company without Cause (but not due to Executive’s your death or Disability) ), or Executive resigns you resign for Good Reason, and in either case such termination or resignation occurs within one twelve (1) month before, or within thirteen (1312) months after the effective date of a Change in Control (as defined below) (each a “CIC Termination”), Executive then subject to the preconditions set forth below in Section 8(f), you shall be eligible to receive the following enhanced severance package (in lieu of the Severance Benefits described above): benefits: (i) payment Payment of severance equal to twelve (12) months of Executive’s Base Salary as your base salary in effect immediately prior to the Separation DateDate (or, the level in effect prior to any reduction of base salary that constitutes Good Reason), less applicable payroll tax withholdings and deductions; , to be paid in the form of salary continuation beginning on the first regularly scheduled payroll date of the Company following the 60th day following your Separation from Service; (ii) payment of a bonus in the amount equal to the most recently paid Bonus as described in Section 5 above, less applicable withholdings and deductions (the payments under clauses (i) and (ii) referred to as the “CIC Cash Severance”); and (iii) accelerated Accelerated vesting of Executive’s Equity Awards your equity awards so that Executive becomes you become one hundred percent (100%) vested in all such Equity Awards. Except for equity awards (unless otherwise specified in the noted accelerated vesting benefitsapplicable equity award agreement governing the applicable award); (iii) A lump sum cash payment equal to your target Annual Bonus less deductions and withholdings, all existing terms and conditions applicable to be paid on the Equity Awards shall remain in full force and effect. In addition, provided Executive first regularly scheduled payroll date of the Company following the 60th day following your Separation from Service); and (iv) Provided you timely elects elect to continue Executive’s your group health insurance coverage after the Separation Date pursuant to COBRA, and the terms of the governing health insurance policies, the Company will reimburse all monthly the COBRA health insurance premiums the Executive pays Payments you pay to continue Executive’s your health insurance coverage (including dependent coverage) for under COBRA until the earlier of (A) a period of twelve (12) months after the Separation Date or until such earlier Date, (B) the date as Executive either becomes you become eligible for group health insurance coverage through a new employer or Executive ceases (C) the date you cease to be eligible for COBRA coveragecoverage (the “CIC COBRA Payment Period”). The CIC severance benefits shall be paid subject You must submit to the same preconditions and on Company appropriate documentation of the same terms and conditions applicable foregoing health insurance payments, within sixty (60) days of making such payments, in order to be reimbursed. Notwithstanding the Severance Benefits; providedforegoing, howeverif the Company determines, in its sole discretion, that it cannot pay the COBRA Payments without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), at the end of each remaining month of the CIC Cash Severance COBRA Payment Period, the Company shall be pay you directly a taxable monthly amount which, after taxes, equals the COBRA Payment amount the Company would have otherwise paid to you. You agree to promptly notify the Company in writing if you become eligible for group health insurance coverage through a new employer before the form of a lump sum within ten (10) business days end of the Effective Date of the Release required under Section 9(g)(ii) (Preconditions)CIC COBRA Payment Period.