Common use of Covered Termination Not Related to a Change in Control Clause in Contracts

Covered Termination Not Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination which occurs outside of a Change in Control Period, Executive shall receive the following: (i) An amount equal to three (3) months of Executive’s Base Salary payable in substantially equal installments in accordance with the Company’s normal payroll policies, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (60) days following the date of the Covered Termination. (ii) If Executive is a full time employee at the time, then if Executive elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s covered dependents through the earlier of (i) the first anniversary of the date of Executive’s termination of employment and (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(a)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA. (iii) All of Employee’s vested options or stock appreciation rights with respect to the Company’s common stock shall remain exercisable until the first anniversary of Executive’s termination of employment (or, if earlier, the maximum period specified in the award documents and plans governing such options or stock appreciation rights, as applicable, assuming Executive’s employment had not terminated).

Covered Termination Not Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination which occurs outside of a Change in Control Period, Executive shall receive the following: (i) An amount equal to three twelve (312) months of Executive’s Base Salary payable in substantially equal installments in accordance with the Company’s normal payroll policies, if any, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (60) days following the date of the Covered Termination. (ii) If Executive is a full time employee at the time, then if Executive elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s covered dependents through the earlier of (i) the first anniversary of the date of Executive’s termination of employment and (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(a)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance with the provisions of COBRA. (iii) All of Employee’s vested options or stock appreciation rights with respect to the Company’s common stock shall remain exercisable until the first anniversary of Executive’s termination of employment (or, if earlier, the maximum period specified in the award documents and plans governing such options or stock appreciation rights, as applicable, assuming Executive’s employment had not terminated).

Covered Termination Not Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination which occurs outside of a Change in Control Period, Executive shall receive the following: (i) An amount equal to three (3) months of Executive’s Base Salary payable in substantially equal installments in accordance with the Company’s normal payroll policies, if any, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (60) days following the date of the Covered Termination. (ii) If Executive is a full time employee at the time, then if Executive elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s covered dependents through the earlier of (i) the first six- month anniversary of the date of Executive’s termination of employment and (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(a)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance with the provisions of COBRA. (iii) All of EmployeeExecutive’s vested options or stock appreciation rights with respect to the Company’s common stock shall remain exercisable until the first six-month anniversary of Executive’s termination of employment (or, if earlier, the maximum period specified in the award documents and plans governing such options or stock appreciation rights, as applicable, assuming Executive’s employment had not terminated).

Covered Termination Not Related to a Change in Control. If Executive’s 's employment terminates due to a Covered Termination which occurs outside of a Change in Control Period, Executive shall receive the following: (i) An amount equal to three twelve (312) months of Executive’s 's Base Salary payable in substantially equal installments in accordance with the Company’s 's normal payroll policies, if any, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (60) days following the date of the Covered Termination. (ii) If Executive is a full time employee at the time, then if Executive elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s 's covered dependents through the earlier of (i) the first anniversary of the date of Executive’s 's termination of employment and (ii) the date Executive and Executive’s 's covered dependents, if any, become eligible for healthcare coverage under another employer’s 's plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5l.409A-l(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(a)(ii4.l(a)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s 's expense in accordance with the provisions of COBRA. (iii) All of Employee’s 's vested options or stock appreciation rights with respect to the Company’s 's common stock shall remain exercisable until the first anniversary of Executive’s 's termination of employment (or, if earlier, the maximum period specified in the award documents and plans governing such options or stock appreciation rights, as applicable, assuming Executive’s 's employment had not terminated).

Covered Termination Not Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination which occurs outside of prior to a Change in Control Periodor more than eighteen (18) months after a Change in Control, Executive shall receive the following: (i) An amount equal to three 1.5 times the sum of (3i) months of Executive’s Base Salary at the rate in effect (or required to be in effect before any diminution that is the basis of Executive’s termination for Good Reason) at the time of Executive’s termination of employment and (ii) the greater of (A) the average of the annual cash bonuses received by Executive for the two fiscal years ending before the date of Executive’s termination of employment and (B) Executive’s target annual bonus for the year in which the date of Executive’s termination of employment occurs, payable in substantially equal installments in accordance with the Company’s normal payroll policiesa lump sum payment, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date on which the Release of Claims is not subject to revocation becomes effective and, in any event, within sixty no later than the sixtieth (6060th) days day following the date of the Covered Termination. (ii) If Executive is a full time employee at the time, then if Executive elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s covered dependents through the earlier of (i) the first eighteen (18) month anniversary of the date of Executive’s termination of employment and (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(a)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA. (iii) All of Employee’s vested options or stock appreciation rights with respect to the Company’s common stock shall remain exercisable until the first anniversary of Executive’s termination of employment (or, if earlier, the maximum period specified in the award documents and plans governing such options or stock appreciation rights, as applicable, assuming Executive’s employment had not terminated).

Covered Termination Not Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination which occurs outside of more than three (3) months prior to a Change in Control Periodor more than twelve (12) months after a Change in Control, Executive shall receive the following: (i) An amount equal to three twelve (312) months of Executive’s Base Salary payable in substantially equal installments in accordance with the Company’s normal payroll policies, less applicable withholdings, with such installments to commence as soon as administratively practicable on the first payroll date following the date on which the Release of Claims is becomes effective and irrevocable (such payroll date not subject to revocation and, in any event, within sixty be later than the sixtieth (6060th) days day following the date of the Covered Termination.. US-DOCS\101532160.2 (ii) If Executive is a full time employee at the time, then if Executive elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s covered dependents through the earlier of (i) the first (1st) anniversary of the date of Executive’s termination of employment and (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(a)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA. (iii) All Each outstanding equity award, including, without limitation, each stock option, restricted stock unit award and restricted stock award, held by Executive shall automatically become vested and, if applicable, exercisable and any forfeiture restrictions or rights of Employee’s vested options or stock appreciation rights repurchase thereon shall immediately lapse, in each case, with respect to that number of shares that would have vested and, if applicable, become exercisable in the Companytwelve (12) months immediately following Executive’s Covered Termination had Executive’s employment continued during such six month period. In addition, the Option and the RSU Award shall automatically become fully vested and, if applicable, exercisable and any forfeiture restrictions thereon shall lapse in respect of one hundred percent (100%) of the shares of Company common stock subject thereto. Further, each stock option held by Executive as of the date of Executive’s Covered Termination shall remain exercisable until the earlier of (A) the first anniversary of the date of Executive’s termination Covered Termination or (B) the original expiration date of employment (or, if earlier, the maximum period specified in the award documents and plans governing such options or stock appreciation rights, as applicable, assuming Executive’s employment had not terminated)option.

Covered Termination Not Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination which occurs outside of at any time other than during the period beginning three (3) months prior to a Change in Control and ending twenty-four (24) months after a Change in Control (the “CIC Protection Period”), Executive shall receive the followingAccrued Obligations, and the following shall occur: (i) An The Company shall pay Executive an amount equal to three twelve (312) months of Executive’s Base Salary at the rate in effect (or required to be in effect before any diminution that is the basis of Executive’s termination for Good Reason) at the time of termination of Executive’s employment, payable in substantially equal installments in accordance with the Company’s normal payroll policiesa lump sum payment, less applicable withholdings, with such installments to commence as soon as administratively practicable on the next regular Company payday that is at least three (3) business days following the date on which the Release of Claims is not subject to revocation becomes effective and, in any event, within sixty no later than the sixtieth (6060th) days day following the date of the Covered Termination; provided, however, if such sixty (60) day period falls in two different calendar years, payment will be made in the later calendar year (on the next regular Company payday that is at least three (3) business days after the later of the date on which the Release of Claims becomes effective and January 1 of that later calendar year). (ii) If Executive is a full time employee at the time, then if Executive elects Subject to receive continued healthcare Executive’s timely election of continuation coverage pursuant to the provisions of under COBRA, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s covered dependents to maintain continued health coverage pursuant to the provisions of COBRA through the earlier of (iA) the first 12 month anniversary of the date of Executive’s termination of employment and (iiB) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided it is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) determined the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, then an amount equal to each remaining Company subsidy reimbursement or payment that would otherwise be due pursuant to this Section 4.1 (a)(ii) shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(a)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA. (iii) All of Employee’s vested options Notwithstanding anything set forth in an award agreement or stock appreciation rights with respect incentive plan to the contrary, Executive shall receive a pro-rata portion of Executive’s Annual Bonus for the fiscal year in which Executive’s termination occurs based on actual achievement of the applicable bonus objectives and/or conditions determined by the Board or a committee of the Board for such year (determined by multiplying the amount of the Annual Bonus that would be payable for the full fiscal year by a fraction, the numerator of which shall be equal to the number of days during the fiscal year of termination that Executive is employed by, and performing services for, the Company and the denominator of which is 365 days), payable, less applicable withholdings, at the same time bonuses for such year are paid to other senior executives of the Company’s common stock shall remain exercisable until , but in no event later than March 15 of the first anniversary year following the year of Executive’s termination of employment employment. (or, if earlier, the maximum period specified in the award documents and plans governing such options or stock appreciation rights, as applicable, assuming iv) Executive’s employment had not terminated)unvested equity awards shall be immediately forfeited; provided, however, that any performance-based award held by Executive shall accelerate based on actual performance measured to the date of termination, with a 30-day post-termination window during which achievement of applicable performance goals will still qualify. (v) Executive’s vested but unexercised options will remain exercisable until the earlier of (A) one year following Executive’s termination date; or (B) the expiration date of the option.

Covered Termination Not Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination which occurs outside of more than sixty (60) days prior to a Change in Control Periodor more than twelve (12) months after a Change in Control, Executive shall receive the following: : (i) An amount equal to three (3) months continued payment of Executive’s annual Base Salary payable as in substantially equal installments effect during the last regularly scheduled payroll period immediately preceding the Covered Termination, for a period of twelve (12) months following the Covered Termination, which payments shall be made in accordance with the Company’s normal payroll policiespractices, less applicable withholdings(ii) to the extent Executive elects to continue medical, with dental or vision benefits pursuant to COBRA (“COBRA Coverage”) under the Company’s group plans, the Company will pay for the cost to continue COBRA Coverage for Executive and his eligible dependents who participated in such installments to commence as soon as administratively practicable following plans on the date immediately preceding the Release date of Claims is not the Covered Termination, during the twelve-month period commencing on the date of the Covered Termination, or until Executive becomes eligible to participate in another employer health plan, whichever occurs first, (iii) twelve (12) months of accelerated vesting for purposes of determining the number of vested shares subject to revocation andany outstanding options to purchase the Company’s common stock granted to Executive, including the options described in any eventSection 3.4 above (the “Outstanding Options”), within sixty and (60iv) days each Outstanding Option shall remain exercisable until the earlier of twelve (12) months following the date of the Covered Termination. (ii) If Executive is a full time employee at the time, then if Executive elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, Termination or reimburse Executive for, the premium for Executive and Executive’s covered dependents through the earlier of (i) the first anniversary of the such other expiration date of Executive’s termination of employment and (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(a)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA. (iii) All of Employee’s vested options or stock appreciation rights with respect to the Company’s common stock shall remain exercisable until the first anniversary of Executive’s termination of employment (or, if earlier, the maximum period specified set forth in the award documents and plans governing agreement evidencing such options or stock appreciation rights, as applicable, assuming Executive’s employment had not terminated)Outstanding Option.

Covered Termination Not Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination which occurs outside of at any time other than during the twelve (12) month period after a Change in Control PeriodControl, Executive shall receive the following: (i) An If such Covered Termination occurs on or prior to December 31, 2023, an amount equal to three the sum of $1,500,000.00. If such Covered Termination occurs on or after January 1, 2024, an amount equal to the sum of (3i) the equivalent of six (6) months of Executive’s Base Salary payable in substantially equal installments in accordance with the Company’s normal payroll policies, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (60) days following the date of the Covered Termination. (ii) If Executive is a full time employee at the time, then if Executive elects rate in effect (or required to receive continued healthcare coverage pursuant to be in effect before any diminution that is the provisions basis of COBRA, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s covered dependents through termination for Good Reason) at the earlier of (i) the first anniversary of the date time of Executive’s termination of employment and (ii) the equivalent of six (6) months of Executive’s Target Bonus in effect (or required to be in effect before any diminution that is the basis of Executive’s termination for Good Reason) for the year in which Executive’s termination of employment occurs, payable in a lump sum payment, less applicable withholdings, as soon as administratively practicable following the date on which the Release of Claims becomes effective and, in any event, no later than the sixtieth (60th) day following the date of the Covered Termination; provided, however, if such sixty (60) day period falls in two different calendar years, payment will be made in the later calendar year. (ii) Notwithstanding anything set forth in an award agreement or incentive plan to the contrary, an amount equal to Executive's Annual Bonus accrued for the fiscal year in which Executive's termination occurs based on target achievement of the applicable bonus objectives and/or conditions determined by the Board or a committee of the Board for such year payable, less applicable withholdings, at the same time bonuses for such year are paid to other senior executives of the Company, but in no event later than March 15 of the year following the year of Executive’s termination of employment. (iii) The Company shall directly pay, or reimburse Executive for the premium for Executive and Executive's covered dependents to maintain continued health coverage pursuant to the provisions of COBRA through the earlier of (A) the 18 month anniversary of the date of Executive’s termination of employment if such termination occurs on or before December 31, 2023, (B) the six (6) month anniversary of the date of Executive's termination of employment if such termination occurs on or after January 1, 2024 and (C) the date Executive and Executive’s 's covered dependents, if any, become eligible for healthcare coverage under another employer’s 's plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(a)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA. (iiiiv) All of EmployeeExecutive’s unvested stock option, restricted stock, restricted stock units, performance stock units and other equity-based awards, shall become immediately vested options or stock appreciation rights with respect to on the Company’s common stock shall remain exercisable until the first anniversary date of Executive’s termination of employment employment, provided that: (x) each such award shall be exercisable, to the extent applicable, in accordance with the provisions of the award agreement and plan pursuant to which such equity award was granted and (y) for performance-based awards, any such vesting in respect of open periods of performance-based awards shall be calculated as set forth in the applicable award agreement, or, if earlier, the maximum period not specified in the award documents and plans governing such options or stock appreciation rightsagreement, as applicable, assuming Executive’s employment had not terminated)based on the target level of performance.

Covered Termination Not Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination which occurs outside of more than three (3) months prior to a Change in Control Periodor more than twelve (12) months after a Change in Control, Executive shall receive the following: (i) An amount equal to three twelve (312) months of Executive’s Base Salary payable in substantially equal installments in accordance with the Company’s normal payroll policies, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (60) days following the date of the Covered Termination. (ii) If Executive is a full time employee at the time, then if Executive elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s covered dependents through the earlier of (i) the first anniversary of the date of Executive’s termination of employment and (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(a)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA. (iii) All Each outstanding equity award, including, without limitation, each stock option and restricted stock award, held by Executive shall automatically become vested and, if applicable, exercisable and any forfeiture restrictions or rights of Employee’s vested options or stock appreciation rights repurchase thereon shall immediately lapse, in each case, with respect to that number of shares that would have vested and, if applicable, become exercisable in the Companytwelve (12) months immediately following Executive’s common Covered Termination had Executive’s employment continued during such twelve (12) month period. To the extent vested after giving effect to the acceleration provided in the preceding sentence, each stock option held by Executive shall remain exercisable until the earlier of the original expiration date for such stock option or the first anniversary of Executive’s termination of employment (or, if earlier, the maximum period specified in the award documents and plans governing such options or stock appreciation rights, as applicable, assuming Executive’s employment had not terminated)Covered Termination.

Covered Termination Not Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination which occurs outside of a Change in Control Period, Executive shall receive the following: (i) An amount equal to three twelve (312) months of Executive’s Base Salary payable in substantially equal installments in accordance with the Company’s normal payroll policies, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (60) days following the date of the Covered Termination. (ii) If Executive is a full time employee at the time, then if Executive elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s covered dependents through the earlier of (i) the first anniversary of the date of Executive’s termination of employment and (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(splanes). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(51.409A-l(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(a)(ii4. 1(a)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA. (iii) All of Employee’s vested options or stock appreciation rights with respect to the Company’s common stock shall remain exercisable until the first anniversary of Executive’s termination of employment (or, if earlier, the maximum period specified in the award documents and plans governing such options or stock appreciation rights, as applicable, assuming Executive’s employment had not terminated).

Covered Termination Not Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination which occurs outside of a Change in Control Period, Executive shall receive the following: (i) An amount equal to three (3) months of Executive’s Base Salary payable in substantially equal installments in accordance with the Company’s normal payroll policies, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (60) days following the date of the Covered Termination. (ii) If Executive is a full time employee at the time, then if Executive elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s covered dependents through the earlier of (i) the first six-month anniversary of the date of Executive’s termination of employment and (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(a)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA. (iii) All of EmployeeExecutive’s vested options or stock appreciation rights with respect to the Company’s common stock shall remain exercisable until the first six month anniversary of Executive’s termination of employment (or, if earlier, the maximum period specified in the award documents and plans governing such options or stock appreciation rights, as applicable, assuming Executive’s employment had not terminated).

Covered Termination Not Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination which occurs outside of at any time other than during the period beginning three (3) months prior to a Change in Control and ending twelve (12) months after a Change in Control (the “CIC Protection Period”), Executive shall receive the following: (i) An amount equal to three (3) months of Executive’s Base Salary that would have been paid to Executive during the remainder of the Term (had the Covered Termination not occurred) plus an additional twelve months after the end of the Term, at the rate in effect (or required to be in effect before any diminution that is the basis of Executive’s termination for Good Reason) at the time of Executive’s termination of employment, payable in substantially equal installments in accordance with the Company’s normal payroll policiesa lump sum payment, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date on which the Release of Claims is not subject to revocation becomes effective and, in any event, within sixty no later than the thirtieth (6030th) days day following the date of the Covered Termination; provided, however, if such thirty (30) day period falls in two different calendar years, payment will be made in the later calendar year. (ii) If Executive is a full time employee Notwithstanding anything set forth in an award agreement or incentive plan to the contrary, an amount equal to the average of each Annual Bonus earned for the three (3) fiscal years prior to Executive’s termination, payable, less applicable withholdings, at the timesame time bonuses for such year are paid to other senior executives of the Company, then if Executive elects but in no event later than March 15 of the year following the year of Executive’s termination of employment. (iii) Subject to receive continued healthcare Executive’s timely election of continuation coverage pursuant to the provisions of under COBRA, the Company shall directly pay, or reimburse Executive for, for the premium for Executive and Executive’s covered dependents to maintain continued health coverage pursuant to the provisions of COBRA through the earlier of (iA) the first 18-month anniversary of the date of Executive’s termination of employment and (iiB) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(a)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA. (iiiiv) All Accelerated vesting, as of Employee’s the date of the Covered Termination, (i) of any outstanding and unvested equity-based awards which would otherwise have vested options or stock appreciation rights based on time-based vesting within the period of twelve (12) months of the date of the Covered Termination, and (ii) with respect to any outstanding and unvested equity-based awards that are subject to performance-based vesting measured on performance for any period which ends within the Company’s common stock shall remain exercisable until period of twelve (12) months of the first anniversary date of the Executive’s termination termination, such that those performance-based vesting requirements shall be deemed met based on the budgeted level of employment (orperformance approved by the Board for such period. For clarity, if earlieran outstanding and unvested equity-based award is subject to both time-based and performance-based vesting conditions, then the maximum period specified in foregoing clause (i) shall apply to the award documents tine-based vesting component and plans governing clause (ii) shall apply to the performance-based vesting component, and the aggregate combined vesting shall be determined after applying such options or stock appreciation rights, as applicable, assuming Executive’s employment had not terminated)clauses.

Covered Termination Not Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination which occurs outside of at any time other than during the twelve (12) month period after a Change in Control PeriodControl, Executive shall receive the following: (i) An amount equal to three the sum of (3i) months of Executive’s Base Salary at the rate in effect (or required to be in effect before any diminution that is the basis of Executive’s termination for Good Reason) at the time of Executive’s termination of employment and (ii) Executive’s Target Bonus in effect (or required to be in effect before any diminution that is the basis of Executive’s termination for Good Reason) for the year in which Executive’s termination of employment occurs, payable in substantially equal installments in accordance with the Company’s normal payroll policiesa lump sum payment, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date on which the Release of Claims is not subject to revocation becomes effective and, in any event, within sixty no later than the sixtieth (6060th) days day following the date of the Covered Termination; provided, however, if such sixty (60) day period falls in two different calendar years, payment will be made in the later calendar year. (ii) If Executive is Notwithstanding anything set forth in an award agreement or incentive plan to the contrary, an amount equal to Executive’s Annual Bonus for the fiscal year in which Executive’s termination occurs based on target achievement of the applicable bonus objectives and/or conditions determined by the Board or a full time employee committee of the Board for such year payable, less applicable withholdings, at the timesame time bonuses for such year are paid to other senior executives of the Company, then if Executive elects to receive continued healthcare coverage pursuant to but in no event later than March 15 of the provisions year following the year of COBRA, the Executive’s termination of employment. (iii) The Company shall directly pay, or reimburse Executive for, for the premium for Executive and Executive’s covered dependents to maintain continued health coverage pursuant to the provisions of COBRA through the earlier of (iA) the first eighteen (18) month anniversary of the date of Executive’s termination of employment and (iiB) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(a)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA. (iiiiv) All of EmployeeExecutive’s unvested stock option, restricted stock, restricted stock units, performance stock units and other equity-based awards, shall become immediately vested options or stock appreciation rights with respect to on the Company’s common stock shall remain exercisable until the first anniversary date of Executive’s termination of employment employment, provided that: (x) each such award shall be exercisable, to the extent applicable, in accordance with the provisions of the award agreement and plan pursuant to which such equity award was granted and (y) for performance-based awards, any such vesting in respect of open periods of performance-based awards shall be calculated as set forth in the applicable award agreement, or, if earlier, the maximum period not specified in the award documents and plans governing such options agreement, based on the target level of performance. (v) The Company shall directly pay, or stock appreciation rightsreimburse, as applicable, assuming Executive for an amount equal to the Executive’s employment had reasonable relocation expenses incurred by Executive in connection with his and his family’s relocation from California to Utah. The total of all such amounts will not terminated)exceed $20,000 .

Covered Termination Not Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination which occurs outside of at any time other than during the twelve (12) month period after a Change in Control PeriodControl, Executive shall receive the following: (i) An amount equal to three the sum of (3i) six (6) months of Executive’s Base Salary at the rate in effect (or required to be in effect before any diminution that is the basis of Executive’s termination for Good Reason) at the time of Executive’s termination of employment and (ii) 50% of Executive’s Target Bonus in effect (or required to be in effect before any diminution that is the basis of Executive’s termination for Good Reason) for the year in which Executive’s termination of employment occurs, payable in substantially equal installments in accordance with the Company’s normal payroll policiesa lump sum payment, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date on which the Release of Claims is not subject to revocation becomes effective and, in any event, within sixty no later than the sixtieth (6060th) days day following the date of the Covered Termination; provided, however, if such sixty (60) day period falls in two different calendar years, payment will be made in the later calendar year. (ii) If Executive is Notwithstanding anything set forth in an award agreement or incentive plan to the contrary, an amount equal to Executive’s Annual Bonus for the fiscal year in which Executive’s termination occurs based on target achievement of the applicable bonus objectives and/or conditions determined by the Board or a full time employee committee of the Board for such year, payable, less applicable withholdings, at the timesame time bonuses for such year are paid to other senior executives of the Company, then if Executive elects to receive continued healthcare coverage pursuant to but in no event later than March 15 of the provisions year following the year of COBRA, the Executive’s termination of employment. (iii) The Company shall directly pay, or reimburse Executive for, for the premium for Executive and Executive’s covered dependents to maintain continued health coverage pursuant to the provisions of COBRA through the earlier of (iA) the first eighteen (18) month anniversary of the date of Executive’s termination of employment and (iiB) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(a)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA. (iiiiv) All of EmployeeExecutive’s unvested stock option, restricted stock, restricted stock units, performance stock units and other equity-based awards, shall become immediately vested options or stock appreciation rights with respect to on the Company’s common stock shall remain exercisable until the first anniversary date of Executive’s termination of employment employment, provided that: (x) each such award shall be exercisable, to the extent applicable, in accordance with the provisions of the award agreement and plan pursuant to which such equity award was granted and (y) for performance-based awards, any such vesting in respect of open periods of performance-based awards shall be calculated as set forth in the applicable award agreement, or, if earlier, the maximum period not specified in the award documents and plans governing such options or stock appreciation rightsagreement, as applicable, assuming Executive’s employment had not terminated)based on the target level of performance.

Covered Termination Not Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination which occurs outside of a Change in Control Period, Executive shall receive the following: (i) An amount equal to three (3) months of Executive’s 's Base Salary payable in substantially equal installments in accordance with the Company’s 's normal payroll policies, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (60) days following the date of the Covered Termination. (ii) If Executive is a full time employee at the time, then if Executive elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s ' s covered dependents through the earlier of (i) the first six month anniversary of the date of Executive’s 's termination of employment and (ii) the date Executive and Executive’s 's covered dependents, if any, become eligible for healthcare coverage under another employer’s 's plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5I .409 A- l(a)(S), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(a)(ii4.l(a)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s 's expense in accordance the provisions of COBRA. (iii) All of Employee’s 's vested options or stock appreciation rights with respect to the Company’s Company ' s common stock shall remain exercisable until the first six month anniversary of Executive’s 's termination of employment (or, if earlier, the maximum period specified in the award documents and plans governing such options or stock appreciation rights, as applicable, assuming Executive’s ' s employment had not terminated).

Covered Termination Not Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination which occurs outside of at any time other than during the twelve (12) month period after a Change in Control PeriodControl, Executive shall receive the following: (i) An If such Covered Termination occurs between June 19, 2023 and July 18, 2023, an amount equal to three the sum of $666,666,67. If such Covered Termination occurs on or after July 18, 2023, an amount equal to the sum of (3i) the equivalent of six (6) months of Executive’s Base Salary payable in substantially equal installments in accordance with the Company’s normal payroll policies, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (60) days following the date of the Covered Termination. (ii) If Executive is a full time employee at the time, then if Executive elects rate in effect (or required to receive continued healthcare coverage pursuant to be in effect before any diminution that is the provisions basis of COBRA, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s covered dependents through termination for Good Reason) at the earlier of (i) the first anniversary of the date time of Executive’s termination of employment and (ii) the equivalent of six (6) months of Executive’s Target Bonus in effect (or required to be in effect before any diminution that is the basis of Executive’s termination for Good Reason) for the year in which Executive’s termination of employment occurs, payable in a lump sum payment, less applicable withholdings, as soon as administratively practicable following the date on which the Release of Claims becomes effective and, in any event, no later than the sixtieth (60th) day following the date of the Covered Termination; provided, however, if such sixty (60) day period falls in two different calendar years, payment will be made in the later calendar year. (ii) Notwithstanding anything set forth in an award agreement or incentive plan to the contrary, an amount equal to Executive's Annual Bonus accrued for the fiscal year in which Executive's termination occurs based on target achievement of the applicable bonus objectives and/or conditions determined by the Board or a committee of the Board for such year payable, less applicable withholdings, at the same time bonuses for such year are paid to other senior executives of the Company, but in no event later than March 15 of the year following the year of Executive’s termination of employment. (iii) The Company shall directly pay, or reimburse Executive for the premium for Executive and Executive's covered dependents to maintain continued health coverage pursuant to the provisions of COBRA through the earlier of (A) the 18 month anniversary of the date of Executive’s termination of employment if such termination occurs on or before December 31, 2023, (B) the six (6) month anniversary of the date of Executive's termination of employment if such termination occurs on or after January 1, 2024 and (C) the date Executive and Executive’s 's covered dependents, if any, become eligible for healthcare coverage under another employer’s 's plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(a)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA. (iiiiv) All of EmployeeExecutive’s unvested stock option, restricted stock, restricted stock units, performance stock units and other equity-based awards, shall become immediately vested options or stock appreciation rights with respect to on the Company’s common stock shall remain exercisable until the first anniversary date of Executive’s termination of employment employment, provided that: (x) each such award shall be exercisable, to the extent applicable, in accordance with the provisions of the award agreement and plan pursuant to which such equity award was granted and (y) for performance-based awards, any such vesting in respect of open periods of performance-based awards shall be calculated as set forth in the applicable award agreement, or, if earlier, the maximum period not specified in the award documents and plans governing such options or stock appreciation rightsagreement, as applicable, assuming Executive’s employment had not terminated)based on the target level of performance.

Covered Termination Not Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination which occurs outside of at any time other than during the twenty-four (24) month period after a Change in Control (such period, the “Change in Control Protection Period”), Executive shall receive the following: (i) An amount equal to three the sum of (3i) months of Executive’s Base Salary at the rate in effect (or required to be in effect before any diminution that is the basis of Executive’s termination for Good Reason) at the time of Executive’s termination of employment and (ii) Executive’s Target Bonus in effect (or required to be in effect before any diminution that is the basis of Executive’s termination for Good Reason) for the year in which Executive’s termination of employment occurs, payable in substantially equal installments in accordance with the Company’s normal payroll policiesa lump sum payment, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date on which the Release of Claims is not subject to revocation becomes effective and, in any event, within sixty no later than the sixtieth (6060th) days day following the date of the Covered Termination; provided, however, if such sixty (60) day period falls in two different calendar years, payment will be made in the later calendar year. (ii) If Executive is Notwithstanding anything set forth in an award agreement or incentive plan to the contrary, an amount equal to Executive’s Annual Bonus for the fiscal year in which Executive’s termination occurs based on target achievement of the applicable bonus objectives and/or conditions determined by the Board or a full time employee committee of the Board for such year payable, less applicable withholdings, at the timesame time bonuses for such year are paid to other senior executives of the Company, then if Executive elects to receive continued healthcare coverage pursuant to but in no event later than March 15 of the provisions year following the year of COBRA, the Executive’s termination of employment. (iii) The Company shall directly pay, or reimburse Executive for, for the premium for Executive and Executive’s covered dependents to maintain continued health coverage pursuant to the provisions of COBRA through the earlier of (iA) the first eighteen (18) month anniversary of the date of Executive’s termination of employment and (iiB) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(a)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA. (iiiiv) All Other than in the event of Employeea Covered Termination that is due to death or Disability, all of Executive’s unvested stock option, restricted stock, restricted stock units, performance stock units and other equity-based awards, shall become immediately vested options or stock appreciation rights with respect to on the Company’s common stock shall remain exercisable until the first anniversary date of Executive’s termination of employment employment, provided that: (x) each such award shall be exercisable, to the extent applicable, in accordance with the provisions of the award agreement and plan pursuant to which such equity award was granted and (y) for performance-based awards, any such vesting in respect of open periods of performance-based awards shall be calculated as set forth in the applicable award agreement, or, if earlier, the maximum period not specified in the award documents and plans governing such options agreement, based on the target level of performance. (v) The Company shall directly pay, or stock appreciation rightsreimburse, as applicable, assuming Executive for an amount equal to the Executive’s employment had reasonable relocation expenses incurred by Executive in connection with his and his family’s relocation from United States to Australia. The total of all such amounts will not terminated)exceed $20,000.

Covered Termination Not Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination which occurs outside of more than three (3) months prior to a Change in Control Periodor more than twelve (12) months after a Change in Control, Executive shall receive the following: (i) An amount equal to three twelve (312) months of Executive’s Base Salary payable in substantially equal installments in accordance with the Company’s normal payroll policies, less applicable withholdings, with such installments to commence as soon as administratively practicable on the first payroll date following the date on which the Release of Claims is becomes effective and irrevocable (such payroll date not subject to revocation and, in any event, within sixty be later than the sixtieth (6060th) days day following the date of the Covered Termination. (ii) If Executive is a full time employee at the time, then if Executive elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s covered dependents through the earlier of (i) the first (1st) anniversary of the date of Executive’s termination of employment and (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(a)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA. (iii) All Each outstanding equity award, including, without limitation, each stock option, restricted stock unit award and restricted stock award, held by Executive shall automatically become vested and, if applicable, exercisable and any forfeiture restrictions or rights of Employee’s vested options or stock appreciation rights repurchase thereon shall immediately lapse, in each case, with respect to that number of shares that would have vested and, if applicable, become exercisable in the Companysix (6) months immediately following Executive’s common Covered Termination had Executive’s employment continued during such twelve month period. In addition, each stock option held by Executive as of the date of Executive’s Covered Termination that was granted on or after the Effective Date shall remain exercisable until the earlier of (A) the first anniversary of the date of Executive’s termination Covered Termination or (B) the original expiration date of employment (or, if earlier, the maximum period specified in the award documents and plans governing such options or stock appreciation rights, as applicable, assuming Executive’s employment had not terminated)option.

Covered Termination Not Related to a Change in Control. If Executive’s 's employment terminates due to a Covered Termination which occurs outside of prior to a Change in Control Periodor more than eighteen (18) months after a Change in Control, Executive shall receive the following: (i) An amount equal to three two times the sum of (3i) months Executive's Base Salary at the rate in effect (or required to be in effect before any diminution that is the basis of Executive’s Base Salary 's termination for Good Reason) at the time of Executive's termination of employment and (ii) the greater of (A) the average of the annual cash bonuses received by Executive for the two fiscal years ending before the date of Executive's termination of employment and (B) Executive's target annual bonus for the year in which the date of Executive's termination of employment occurs, payable in substantially equal installments in accordance with the Company’s normal payroll policiesa lump sum payment, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date on which the Release of Claims is not subject to revocation becomes effective and, in any event, within sixty no later than the sixtieth (6060th) days day following the date of the Covered Termination. (ii) If Executive is a full time employee at the time, then if Executive elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s 's covered dependents through the earlier of (i) the first eighteen (18) month anniversary of the date of Executive’s 's termination of employment and (ii) the date Executive and Executive’s 's covered dependents, if any, become eligible for healthcare coverage under another employer’s 's plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(a)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s 's expense in accordance the provisions of COBRA. (iii) All of Employee’s vested options or stock appreciation rights with respect to the Company’s common stock shall remain exercisable until the first anniversary of Executive’s termination of employment (or, if earlier, the maximum period specified in the award documents and plans governing such options or stock appreciation rights, as applicable, assuming Executive’s employment had not terminated).

Covered Termination Not Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination which occurs outside of a Change in Control Period, Executive shall receive the following:more than three (3) months (i) An amount equal to three nine (39) months of Executive’s Base Salary payable in substantially equal installments in accordance with the Company’s normal payroll policies, less applicable withholdings, with such installments to commence as soon as administratively practicable on the first payroll date following the date on which the Release of Claims is becomes effective and irrevocable (such payroll date not subject to revocation and, in any event, within sixty be later than the sixtieth (6060th) days day following the date of the Covered Termination). (ii) If Executive is a full time employee at the time, then if Executive elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s covered dependents through the earlier of (i) the first nine (9) month anniversary of the date of Executive’s termination of employment and (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(a)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA. (iii) All Each outstanding equity award, including, without limitation, each stock option, restricted stock unit award and restricted stock award, held by Executive shall automatically become vested and, if applicable, exercisable and any forfeiture restrictions or rights of Employee’s vested options or stock appreciation rights repurchase thereon shall immediately lapse, in each case, with respect to that number of shares that would have vested and, if applicable, become exercisable in the Companysix (6) months immediately following Executive’s common Covered Termination had Executive’s employment continued during such six (6) month period. In addition, each stock option held by Executive as of the date of Executive’s Covered Termination shall remain exercisable until the earlier of (A) the first anniversary of the date of Executive’s termination Covered Termination or (B) the original expiration date of employment (or, if earlier, the maximum period specified in the award documents and plans governing such options or stock appreciation rights, as applicable, assuming Executive’s employment had not terminated)option.

Covered Termination Not Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination which occurs outside of more than three (3) months prior to a Change in Control Periodor more than twelve (12) months after a Change in Control, Executive shall receive the following: (i) An amount equal to three nine (39) months of Executive’s Base Salary payable in substantially equal installments in accordance with the Company’s normal payroll policies, less applicable withholdings, with such installments to commence as soon as administratively practicable on the first payroll date following the date on which the Release of Claims is becomes effective and irrevocable (such payroll date not subject to revocation and, in any event, within sixty be later than the sixtieth (6060th) days day following the date of the Covered Termination. (ii) If Executive is a full time employee at the time, then if Executive elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s covered dependents through the earlier of (i) the first nine (9) month anniversary of the date of Executive’s termination of employment and (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(a)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA. (iii) All Each outstanding equity award, including, without limitation, each stock option, restricted stock unit award and restricted stock award, held by Executive shall automatically become vested and, if applicable, exercisable and any forfeiture restrictions or rights of Employee’s vested options or stock appreciation rights repurchase thereon shall immediately lapse, in each case, with respect to that number of shares that would have vested and, if applicable, become exercisable in the Companysix (6) months immediately following Executive’s common Covered Termination had Executive’s employment continued during such twelve month period. In addition, each stock option held by Executive as of the date of Executive’s Covered Termination shall remain exercisable until the earlier of (A) the first anniversary of the date of Executive’s termination Covered Termination or (B) the original expiration date of employment (or, if earlier, the maximum period specified in the award documents and plans governing such options or stock appreciation rights, as applicable, assuming Executive’s employment had not terminated)option.

Covered Termination Not Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination which occurs outside of at any time other than during the twelve (12) month period after a Change in Control PeriodControl, Executive shall receive the following: (i) An If such Covered Termination occurs on or prior to May 31, 2024, an amount equal to three the sum of $2,400,000.00. If such Covered Termination occurs on or after May 31, 2024, an amount equal to the sum of (3i) the equivalent of six (6) months of Executive’s Base Salary payable in substantially equal installments in accordance with the Company’s normal payroll policies, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (60) days following the date of the Covered Termination. (ii) If Executive is a full time employee at the time, then if Executive elects rate in effect (or required to receive continued healthcare coverage pursuant to be in effect before any diminution that is the provisions basis of COBRA, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s covered dependents through termination for Good Reason) at the earlier of (i) the first anniversary of the date time of Executive’s termination of employment and (ii) the equivalent of six (6) months of Executive’s Target Bonus in effect (or required to be in effect before any diminution that is the basis of Executive’s termination for Good Reason) for the year in which Executive’s termination of employment occurs, payable in a lump sum payment, less applicable withholdings, as soon as administratively practicable following the date on which the Release of Claims becomes effective and, in any event, no later than the sixtieth (60th) day following the date of the Covered Termination; provided, however, if such sixty (60) day period falls in two different calendar years, payment will be made in the later calendar year. (ii) Notwithstanding anything set forth in an award agreement or incentive plan to the contrary, an amount equal to Executive's Annual Bonus accrued for the fiscal year in which Executive's termination occurs based on target achievement of the applicable bonus objectives and/or conditions determined by the Board or a committee of the Board for such year payable, less applicable withholdings, at the same time bonuses for such year are paid to other senior executives of the Company, but in no event later than March 15 of the year following the year of Executive’s termination of employment. (iii) The Company shall directly pay, or reimburse Executive for the premium for Executive and Executive's covered dependents to maintain continued health coverage pursuant to the provisions of COBRA through the earlier of (A) the 18 month anniversary of the date of Executive’s termination of employment if such termination occurs on or before May 31, 2024, (B) the six (6) month anniversary of the date of Executive's termination of employment if such termination occurs on or after May 31, 2024 and (C) the date Executive and Executive’s 's covered dependents, if any, become eligible for healthcare coverage under another employer’s 's plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(a)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA. (iiiiv) All of EmployeeExecutive’s unvested stock option, restricted stock, restricted stock units, performance stock units and other equity-based awards, shall become immediately vested options or stock appreciation rights with respect to on the Company’s common stock shall remain exercisable until the first anniversary date of Executive’s termination of employment employment, provided that: (x) each such award shall be exercisable, to the extent applicable, in accordance with the provisions of the award agreement and plan pursuant to which such equity award was granted and (y) for performance-based awards, any such vesting in respect of open periods of performance-based awards shall be calculated as set forth in the applicable award agreement, or, if earlier, the maximum period not specified in the award documents and plans governing such options or stock appreciation rightsagreement, as applicable, assuming Executive’s employment had not terminated)based on the target level of performance.

Covered Termination Not Related to a Change in Control. If Executive’s 's employment terminates due to a Covered Termination which occurs outside of prior to a Change in Control Periodor more than eighteen (18) months after a Change in Control, Executive shall receive the following: (i) An amount equal to three 1.5 times the sum of (3i) months Executive's Base Salary at the rate in effect (or required to be in effect before any diminution that is the basis of Executive’s Base Salary 's termination for Good Reason) at the time of Executive's termination of employment and (ii) the greater of (A) the average of the annual cash bonuses received by Executive for the two fiscal years ending before the date of Executive's termination of employment and (B) Executive's target annual bonus for the year in which the date of Executive's termination of employment occurs, payable in substantially equal installments in accordance with the Company’s normal payroll policiesa lump sum payment, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date on which the Release of Claims is not subject to revocation becomes effective and, in any event, within sixty no later than the sixtieth (6060th) days day following the date of the Covered Termination. (ii) If Executive is a full time employee at the time, then if Executive elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s 's covered dependents through the earlier of (i) the first eighteen (18) month anniversary of the date of Executive’s 's termination of employment and (ii) the date Executive and Executive’s 's covered dependents, if any, become eligible for healthcare coverage under another employer’s 's plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(a)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s 's expense in accordance the provisions of COBRA. (iii) All of Employee’s vested options or stock appreciation rights with respect to the Company’s common stock shall remain exercisable until the first anniversary of Executive’s termination of employment (or, if earlier, the maximum period specified in the award documents and plans governing such options or stock appreciation rights, as applicable, assuming Executive’s employment had not terminated).

Covered Termination Not Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination which occurs outside of more than three (3) months prior to a Change in Control Periodor more than twelve (12) months after a Change in Control or where there is no Change in Control, the Executive shall receive the following: (ia) An amount equal to three nine (39) months of Executive’s Base Salary basic salary payable in substantially equal installments instalments in accordance with the Company’s normal payroll policies, policies less any sums paid in lieu of notice and less applicable withholdingstax or other statutory deductions which the Company is obliged to deduct, with such installments instalments to commence as soon as administratively practicable on the first payroll date following the date on which the Release Settlement of Claims is becomes effective and irrevocable (such payroll date not subject to revocation and, in any event, within sixty be later than the sixtieth (6060th) days day following the date of the Covered Termination). (iib) If Executive is a full time employee at the time, then if Executive elects to receive continued healthcare coverage pursuant to the provisions of COBRAreceives private medical insurance, the Company shall directly paycontinue to provide this benefit until the nine (9) month anniversary of the date of Executive’s termination of employment subject always to the rules of the applicable scheme in force from time to time and acceptance by the insurer. If, or reimburse Executive forfor any reason, the Company is unable to continue to provide this benefit then an amount equal to the Company’s insurance premium for contribution shall thereafter be paid to the Executive in substantially equal monthly instalments. (c) Subject always to the rules of the each applicable scheme in force from time to time, each outstanding equity award, including, without limitation, each stock option, restricted stock unit award and restricted stock award, held by the Executive shall automatically become vested and, if applicable, exercisable and any forfeiture restrictions or rights of repurchase thereon shall immediately lapse, in each case, with respect to that number of shares that would have vested and, if applicable, become exercisable in the six (6) months immediately following Executive’s covered dependents through Covered Termination had Executive’s employment continued during such six (6) month period. In addition, each stock option held by Executive as of the date of Executive’s Covered Termination shall remain exercisable until the earlier of (iA) the first anniversary of the date of Executive’s termination of employment and Covered Termination or (iiB) the original expiration date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(a)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRAstock option. (iii) All of Employee’s vested options or stock appreciation rights with respect to the Company’s common stock shall remain exercisable until the first anniversary of Executive’s termination of employment (or, if earlier, the maximum period specified in the award documents and plans governing such options or stock appreciation rights, as applicable, assuming Executive’s employment had not terminated).

Covered Termination Not Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination which occurs outside of a Change in Control Period, Executive shall receive the following: (i) An amount equal to three twelve (312) months of Executive’s Base Salary payable in substantially equal installments in accordance with the Company’s normal payroll policies, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (60) days following the date of the Covered Termination. (ii) If Executive is a full time employee at the time, then if Executive elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s covered dependents through the earlier of (i) the first anniversary of the date of Executive’s termination of employment and (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(a)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA. (iii) All of Employee’s vested options or stock appreciation rights with respect to the Company’s common stock shall remain exercisable until the first anniversary of Executive’s termination of employment (or, if earlier, the maximum period specified in the award documents and plans governing such options or stock appreciation rights, as applicable, assuming Executive’s employment had not terminated), and all shares of the Company’s common stock owned by Executive shall immediately be released from any and all resale or repurchase rights restrictions (other than those imposed under applicable law. (iv) the Company shall pay Executive a lump sum equal to the Adjusted Annual Bonus (for purposes of this subsection (iv), the term “Adjusted Annual Cash Bonus” means the average Annual Bonus Executive received with respect to the two years preceding the year of termination or, if two Annual Bonus payment dates have not occurred (regardless of whether Executive received an Annual Bonus on such dates) prior to Executive’s termination of employment, the Annual Bonus Executive received with respect to the year preceding the year of termination, which amount shall be paid on as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (60) days following the date of the Covered Termination.

Covered Termination Not Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination which occurs outside of prior to a Change in Control Periodor more than eighteen (18) months after a Change in Control, Executive shall receive the following: (i) An amount equal to three [__] times the sum of (3i) months Executive’s annual base salary at the rate in effect (or required to be in effect before any diminution that is the basis of Executive’s Base Salary termination for Good Reason) at the time of Executive’s termination of employment and (ii) the greater of (A) the average of the annual cash bonuses received by Executive for the two fiscal years ending before the date of Executive’s termination of employment and (B) Executive’s target annual bonus for the year in which the date of Executive’s termination of employment occurs, payable in substantially equal installments in accordance with the Company’s normal payroll policiesa lump sum payment, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date on which the Release of Claims is not subject to revocation becomes effective and, in any event, within sixty no later than the sixtieth (6060th) days day following the date of the Covered Termination. (ii) If Executive is a full time employee at the time, then if Executive elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s covered dependents through the earlier of (i) the first [____________] month anniversary of the date of Executive’s termination of employment and (ii) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(a)(ii3.1(a)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA. (iii) All of Employee’s vested options or stock appreciation rights with respect to the Company’s common stock shall remain exercisable until the first anniversary of Executive’s termination of employment (or, if earlier, the maximum period specified in the award documents and plans governing such options or stock appreciation rights, as applicable, assuming Executive’s employment had not terminated).

Covered Termination Not Related to a Change in Control. If Executive’s 's employment terminates due to a Covered Termination which occurs outside of a Change in Control Period, Executive shall receive the following: (i) An amount equal to three twelve (312) months of Executive’s 's Base Salary payable in substantially equal installments in accordance with the Company’s 's normal payroll policies, if any, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date the Release of Claims is not subject to revocation and, in any event, within sixty (60) days following the date of the Covered Termination. (ii) If Executive is a full time employee at the time, then if Executive elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall directly pay, or reimburse Executive for, the premium for Executive and Executive’s 's covered dependents through the earlier of (i) the first anniversary of the date of Executive’s 's termination of employment and (ii) the date Executive and Executive’s 's covered dependents, if any, become eligible for healthcare coverage under another employer’s 's plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(51.409A-l(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(a)(ii4.l(a)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s 's expense in accordance with the provisions of COBRA. (iii) All of Employee’s 's vested options or stock appreciation rights with respect to the Company’s 's common stock shall remain exercisable until the first anniversary of Executive’s 's termination of employment (or, if earlier, the maximum period specified in the award documents and plans governing such options or stock appreciation rights, as applicable, assuming Executive’s 's employment had not terminated).

Covered Termination Not Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination which occurs outside of at any time other than during the period beginning three (3) months prior to a Change in Control and ending twelve (12) months after a Change in Control (the “CIC Protection Period”), Executive shall receive the following: (i) An amount equal to three twenty four (324) months of Executive’s Base Salary at the rate in effect (or required to be in effect before any diminution that is the basis of Executive’s termination for Good Reason) at the time of Executive’s termination of employment, payable in substantially equal installments in accordance with the Company’s normal payroll policiesa lump sum payment, less applicable withholdings, with such installments to commence as soon as administratively practicable following the date on which the Release of Claims is not subject to revocation becomes effective and, in any event, within sixty no later than the sixtieth (6060th) days day following the date of the Covered Termination; provided, however, if such sixty (60) day period falls in two different calendar years, payment will be made in the later calendar year. (ii) If Executive is a full time employee at the time, then if Executive elects Subject to receive continued healthcare Executive’s timely election of continuation coverage pursuant to the provisions of under COBRA, the Company shall directly pay, or reimburse Executive for, for the premium for Executive and Executive’s covered dependents to maintain continued health coverage pursuant to the provisions of COBRA through the earlier of (iA) the first twenty four-month anniversary of the date of Executive’s termination of employment and (iiB) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), or (ii) the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. After the Company ceases to pay premiums pursuant to this Section 4.1(a)(ii), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA. (iii) All of Employee’s vested options or stock appreciation rights with respect to the Company’s common stock shall remain exercisable until the first anniversary of Executive’s termination of employment (or, if earlier, the maximum period specified in the award documents and plans governing such options or stock appreciation rights, as applicable, assuming Executive’s employment had not terminated).