Common use of Change of Control Payment Clause in Contracts

Change of Control Payment. During the Employment Period, if within twenty-four (24) months after a Change of Control, the Executive’s employment is terminated by the Company without Cause or the Executive terminates his or her employment for Good Reason, then the Company shall pay the Executive his or her Accrued Benefits. In addition, subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocable, all within sixty (60) days after the Date of Termination: (i) the Company shall pay the Executive an amount equal to one hundred fifty percent 150%) of the sum of the Executive’s then effective Base Salary and the Executive’s then effective Performance Bonus Target; (ii) the Company shall pay the Executive any accrued but unpaid Performance Bonus for the prior fiscal year then owed or fully earned by the Executive in accordance with Section 2(c)(ii) above; (iii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement outstanding as of the Effective Date, (a) the vesting of all stock options and other stock-based awards outstanding and held by the Executive shall immediately accelerate and become fully vested and exercisable as of the Date of Termination, and subject to any permitted action by the Board upon a Change of Control under the Company’s applicable equity plan to terminate the stock options or other stock-based awards upon a Change of Control, any such vested stock option shall be exercisable for not less than one (1) year from the Date of Termination, and (b) to the extent any such stock options and other stock-based awards are not assumed by the Company’s successor in such Change of Control, the vesting of all stock options and other stock-based awards outstanding and held by the Executive as of the Change of Control shall immediately accelerate and become fully vested and exercisable and may be terminated by the Company in connection with the Change of Control. (iv) the COBRA eligible health care insurance benefits (e.g., health, dental) being provided by the Company to the Executive on the Date of Termination shall continue in place at the same cost to the Executive as applied to “active” participants on the Date of Termination for a period equal to the lesser of (i) the COBRA Benefit Period or (ii) eighteen (18) months. The “COBRA Benefit Period” means the period of time after such termination during which COBRA benefits are available to the Executive as of the Date of Termination as set forth in the Company’s health care plan. The Executive shall be responsible for applying for the COBRA eligible health care insurance benefit, paying for the same and submitting evidence of such premium costs to the Company for reimbursement during the COBRA Benefit Period. The Company shall reimburse the Executive for the employer’s portion of such premiums (as applicable to the active rate) within 15 days of receipt of evidence of the payment of the premium costs to the Company. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that such reimbursement of the 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 reimbursing the premiums, the Company, in its sole discretion, may elect to instead pay the Executive on the first day of each month of such period the Special Severance Payment, for the remainder of such period. The Executive may, but is not obligated to, use such Special Severance Payment toward the cost of premiums;

Change of Control Payment. During the Employment Period, if within twenty-four (24) months after a Change of Control, the Executive’s employment is terminated by the Company without Cause or the Executive terminates his or her employment for Good Reason, then the Company shall pay the Executive his or her Accrued Benefits. In addition, subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocable, all within sixty (60) days after the Date of Termination: (i) the Company shall pay the Executive an amount equal to one two hundred fifty percent 150200%) of the sum of the Executive’s then effective Base Salary and the Executive’s then effective Performance Bonus Target; (ii) the Company shall pay the Executive any accrued but unpaid Performance Bonus for the prior fiscal year then owed or fully earned by the Executive in accordance with Section 2(c)(ii) above; (iii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement outstanding as of the Effective DateDecember 1, 2015, (a) the vesting of all stock options and other stock-based awards outstanding and held by the Executive shall immediately accelerate and become fully vested and exercisable as of the Date of Termination, and subject to any permitted action by the Board upon a Change of Control under the Company’s applicable equity plan to terminate the stock options or other stock-based awards upon a Change of Control, any such vested stock option shall be exercisable for not less than one (1) year from the Date of Termination, and (b) to the extent any such stock options and other stock-based awards are not assumed by the Company’s successor in such Change of Control, the vesting of all stock options and other stock-based awards outstanding and held by the Executive as of the Change of Control shall immediately accelerate and become fully vested and exercisable and may be terminated by the Company in connection with the Change of Control. (iv) the COBRA eligible health care insurance benefits (e.g., health, dental) being provided by the Company to the Executive on the Date of Termination shall continue in place at the same cost to the Executive as applied to “active” participants on the Date of Termination for a period equal to the lesser of (i) the COBRA Benefit Period or (ii) eighteen twenty-four (1824) months. The “COBRA Benefit Period” means the period of time after such termination during which COBRA benefits are available to the Executive as of the Date of Termination as set forth in the Company’s health care plan. The Executive shall be responsible for applying for the COBRA eligible health care insurance benefit, paying for the same and submitting evidence of such premium costs to the Company for reimbursement during the COBRA Benefit Period. The Company shall reimburse the Executive for the employer’s portion of such premiums (as applicable to the active rate) within 15 days of receipt of evidence of the payment of the premium costs to the Company. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that such reimbursement of the 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 reimbursing the premiums, the Company, in its sole discretion, may elect to instead pay the Executive on the first day of each month of such period the Special Severance Payment, for the remainder of such period. The Executive may, but is not obligated to, use such Special Severance Payment toward the cost of premiums; (v) if the Executive wishes, the Company will pay for an outplacement service (to be selected by the Company) for services rendered in assisting the Executive in locating another job, for a period of six (6) months following the Date of Termination or until the Executive begins working for another employer, whichever occurs first. These payments are contingent upon the Executive’s cooperation with the outplacement service and upon active efforts by the Executive to locate another position; and (vi) The amounts payable under this Section 5(a) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over twenty-four (24) months commencing within sixty (60) days after the Date of Termination; provided, however, that if the 60-day period begins in one (1) calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

Change of Control Payment. During the Employment Period, if within twenty-four (24) months after a Change of Control, the Executive’s employment is terminated by the Company without Cause or the Executive terminates his or her employment for Good Reason, then the Company shall pay the Executive his or her Accrued Benefits. In addition, subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocable, all within sixty (60) days after the Date of Termination: (i) the Company shall pay the Executive an amount equal to one hundred fifty percent 150%) of the sum of the Executive’s then effective Base Salary and the Executive’s then effective Performance Bonus Target; (ii) the Company shall pay the Executive any accrued but unpaid Performance Bonus for the prior fiscal year then owed or fully earned by the Executive in accordance with Section 2(c)(ii) above; (iii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement outstanding as of the Effective Date, (a) the vesting of all stock options and other stock-based awards outstanding and held by the Executive shall immediately accelerate and become fully vested and exercisable as of the Date of Termination, and subject to any permitted action by the Board upon a Change of Control under the Company’s applicable equity plan to terminate the stock options or other stock-based awards upon a Change of Control, any such vested stock option shall be exercisable for not less than one one (1) year from the Date of Termination, and (b) to the extent any such stock options and other stock-based awards are not assumed by the Company’s successor in such Change of Control, the vesting of all stock options and other stock-based awards outstanding and held by the Executive as of the Change of Control shall immediately accelerate and become fully vested and exercisable and may be terminated by the Company in connection with the Change of Control. (iv) the COBRA eligible health care insurance benefits (e.g., health, dental) being provided by the Company to the Executive on the Date of Termination shall continue in place at the same cost to the Executive as applied to “active” participants on the Date of Termination for a period equal to the lesser of (i) the COBRA Benefit Period or (ii) eighteen (18) months. The “COBRA Benefit Period” means the period of time after such termination during which COBRA benefits are available to the Executive as of the Date of Termination as set forth in the Company’s health care plan. The Executive shall be responsible for applying for the COBRA eligible health care insurance benefit, paying for the same and submitting evidence of such premium costs to the Company for reimbursement during the COBRA Benefit Period. The Company shall reimburse the Executive for the employer’s portion of such premiums (as applicable to the active rate) within 15 days of receipt of evidence of the payment of the premium costs to the Company. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that such reimbursement of the 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 reimbursing the premiums, the Company, in its sole discretion, may elect to instead pay the Executive on the first day of each month of such period the Special Severance Payment, for the remainder of such period. The Executive may, but is not obligated to, use such Special Severance Payment toward the cost of premiums;

Change of Control Payment. During 3.11.1 If a Change of Control occurs during the Employment Period, if Term or within twenty-four (24) six months after a Executive’s termination of employment pursuant to Section 4.1.5 or 4.1.6, the Company shall pay Executive, within 60 days following the date of such Change of Control, the Executive’s employment is terminated by the Company without Cause or the Executive terminates his or her employment for Good Reason, then the Company shall pay the Executive his or her Accrued Benefits. In addition, subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocable, all within sixty (60) days after the Date of Termination: (i) the Company shall pay the Executive a cash payment in a lump sum in an amount equal to one hundred fifty percent 150%(x) of minus (y) where (x) equals 3.0 times the sum of the Executive’s then effective Base Salary and the Executive’s then effective Performance Bonus Target; (ii) the Company shall pay the Executive any accrued but unpaid Performance Bonus for the prior fiscal year then owed or fully earned by the Executive in accordance with Section 2(c)(ii) above; (iii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement outstanding as of the Effective Date, (a) the vesting current annual Base Salary of the Executive; and (b) the amount of the most recent Cash Bonus paid to the Executive pursuant to Section 3.3 of this Agreement (collectively (a) and (b), the “Change of Control Payment”) and (y) equals the amount of any Severance Payment actually paid to Executive pursuant to Section 4.2.3, below). In the event the Compensation Committee has not previously made a determination regarding Cash Bonus or the most recent Cash Bonus was zero, the “amount of the most recent Cash Bonus paid to the Executive pursuant to Section 3.3 of this Agreement” in the immediately preceding sentence shall be replaced with “the Targeted Bonus for the year in which the Change in Control occurs.” The Change of Control Payment shall be made less applicable withholding. 3.11.2 In the event of a change of control (as such term(s) are defined and/or used in each Equity Agreement, an (“Equity Award Change of Control”), the equity-based compensation held by the Executive prior to the date of this Agreement shall vest to the extent set forth in such Equity Agreements and shall be exercisable for the time periods set forth in such Equity Agreements. August 31, 2022 Executive Employment AgreementJacob CohenPage 5 of 18 3.11.3 The Equity Agreements for all Equity Bonus and other equity-based compensation granted to Executive on and after the date of this Agreement shall provide that upon an Equity Award Change of Control all of Executive’s Equity Bonus and other equity-based compensation shall immediately vest regardless of whether the Executive is retained by the Company or successor following the Equity Award Change of Control and any outstanding stock options and other stock-based awards outstanding and equity compensation held by the Executive shall immediately accelerate and become fully vested and be exercisable as of the Date of Termination, and subject to any permitted action by the Board upon a Change Executive pursuant to the terms thereof until the earlier of Control under the Company(A) ninety (90) days from Executive’s applicable equity plan to terminate the stock options or other stock-based awards upon a Change of Control, any such vested stock option shall be exercisable for not less than one (1) year from the Termination Date of Termination, and (bB) to the extent any latest date upon which such stock options and other stock-based awards are not assumed equity compensation would have expired by the Company’s successor in such Change of Control, the vesting of all stock options and other stock-based awards outstanding and held by the Executive as of the Change of Control shall immediately accelerate and become fully vested and exercisable and may be terminated by the Company in connection with the Change of Controltheir original terms under any circumstances. (iv) the COBRA eligible health care insurance benefits (e.g., health, dental) being provided by the Company to the Executive on the Date of Termination shall continue in place at the same cost to the Executive as applied to “active” participants on the Date of Termination for a period equal to the lesser of (i) the COBRA Benefit Period or (ii) eighteen (18) months. The “COBRA Benefit Period” means the period of time after such termination during which COBRA benefits are available to the Executive as of the Date of Termination as set forth in the Company’s health care plan. The Executive shall be responsible for applying for the COBRA eligible health care insurance benefit, paying for the same and submitting evidence of such premium costs to the Company for reimbursement during the COBRA Benefit Period. The Company shall reimburse the Executive for the employer’s portion of such premiums (as applicable to the active rate) within 15 days of receipt of evidence of the payment of the premium costs to the Company. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that such reimbursement of the 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 reimbursing the premiums, the Company, in its sole discretion, may elect to instead pay the Executive on the first day of each month of such period the Special Severance Payment, for the remainder of such period. The Executive may, but is not obligated to, use such Special Severance Payment toward the cost of premiums;