Common use of Death or Complete Disability Clause in Contracts

Death or Complete Disability. If, during the Term of this Agreement, Executive’s employment shall be terminated by death or Complete Disability, the Company shall pay to Executive, his estate, or his heirs, as applicable, (i) any Base Salary owed to Executive through the date of termination; (ii) expenses reimbursement amounts owed to Executive; (iii) all unpaid amounts of any Annual Milestone Bonus(es) Executive earned prior to the termination date; (iv) a cash lump sum in respect to accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination; (v) any payments and benefits to which Executive (or his estate) is entitled pursuant to the terms of any employee benefit or compensation plan or program in which he participates (or participated); and (vi) any amount to which Executive is entitled pursuant to any other written agreements between the Company or any of its affiliates and Executive (the amounts in (i) through (vi) above being the “Termination Amounts”). The Company shall pay Executive: (A) the amounts contained in items (i) through (iv) within ten (10) days following such termination; (B) any payments associated with (v) in accordance to the terms of such plans or programs; and (C) any such amounts in (vi) in accordance with the terms of such agreements, with the Termination Amounts being subject to the standard deductions and withholdings (as applicable). In addition, subject to Executive (or his estate or heirs, as applicable) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (the “Release”) within the time period specified therein, and allowing the Release to become effective in accordance with its terms, then Executive, his estate, or his heirs, as applicable, shall also be entitled to: (1) continuation of Executive’s salary (at the Base Salary rate in effect at the time of termination) for a period of ninety (90) days following the termination date; and (2) a prorated annual bonus equal to the Annual Milestone Bonus, if any, for the year of termination multiplied by a fraction, the numerator of which shall be the number of full and partial months Executive worked for the Company and the denominator of which shall be 12. The Base Salary payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in the first payroll period that follows such effective date. The prorated annual bonus payment will be subject to standard payroll deductions and withholdings and will paid at the same time as the Annual Milestone Bonus, if any, would have been paid to Executive under Section 3.2 above, had Executive remained employed with the Company.

Death or Complete Disability. If, during the Term of this Agreement, Executive’s employment shall be terminated by death or Complete Disability, the Company shall pay to Executive, his estate, or his heirs, as applicable, (i) any Base Salary owed to Executive through the date of termination; (ii) Executive, expenses reimbursement amounts owed to Executive; (iii) , all unpaid amounts of any Annual Milestone Bonus(es) Executive earned prior to the termination date; (iv) a cash lump sum in respect to , and accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination; (v) any payments and benefits to which Executive (or his estate) is entitled pursuant to the terms of any employee benefit or compensation plan or program in which he participates (or participated); and (vi) any amount to which Executive is entitled pursuant to any other written agreements between the Company or any of its affiliates and Executive (the amounts in (i) through (vi) above being the “Termination Amounts”). The Company shall pay Executive: (A) the amounts contained in items (i) through (iv) within ten (10) days following such termination; (B) any payments associated with (v) in accordance to the terms of such plans or programs; and (C) any such amounts in (vi) in accordance with the terms of such agreements, with the Termination Amounts being subject to the less standard deductions and withholdings (as applicable)withholdings. In addition, subject to Executive (or his estate or heirs, as applicable) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may later be specified by the Company) (the “Release”) within the time period specified therein, and allowing the Release to become effective in accordance with its terms, then Executive, his estate, or his heirs, as applicable, shall also be entitled to: (1) continuation of Executive’s salary (at the Base Salary rate in effect at the time of termination) for a period of ninety (90) days following the termination date; and (2) a prorated annual bonus equal partial accelerated vesting of each of Executive’s outstanding stock options such that, on the effective date of the Release (as defined therein), Executive shall receive immediate accelerated vesting of each option with respect to the Annual Milestone Bonus, if any, for the year of termination multiplied by a fraction, the numerator of which shall be the same number of full and partial months shares that would have vested if Executive worked for had continued in employment with the Company and through the denominator next anniversary of which the grant date for such option, in accordance with the vesting schedule applicable to such option, provided, however, that if the termination date falls on an anniversary of the grant date of any stock option, no accelerated vesting will be provided for such stock option. All stock options that have vested in connection with Executive’s termination under this Section 4.5.1 shall be 12remain exercisable for ninety (90) days following such termination. The Base Salary payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in the first payroll period that follows such effective date. The prorated annual bonus payment will be subject to standard payroll deductions and withholdings and will paid at the same time as the Annual Milestone Bonus, if any, would have been paid to Executive under Section 3.2 above, had Executive remained employed with the Company.

Death or Complete Disability. If, during the Term of this Agreement, Executive’s employment shall be terminated by death or Complete Disability, the Company shall pay to Executive, his estate, or his heirs, as applicable, (i) any Base Salary owed to Executive through the date of termination; (ii) expenses reimbursement amounts owed to Executive; (iii) all unpaid amounts of any Annual Milestone Bonus(es) Executive earned prior to the termination date; (iv) a cash lump sum in respect to accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination; (v) any payments and benefits to which Executive (or his estate) is entitled pursuant to the terms of any employee benefit or compensation plan or program in which he participates (or participated); and (viv) any amount to which Executive is entitled pursuant to any other written agreements between the Company or any of its affiliates and Executive (the amounts in (i) through (viv) above being the “Termination Amounts”). The Company shall pay Executive: (A) the amounts contained in items (i) through (iviii) within ten (10) days following such termination; (B) any payments associated with (viv) in accordance to the terms of such plans or programs; and (C) any such amounts in (viv) in accordance with the terms of such agreements, with the Termination Amounts being subject to the standard deductions and withholdings (as applicable). In addition, subject to Executive (or his estate or heirs, as applicable) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (the “Release”) within the time period specified therein, and allowing the Release to become effective in accordance with its terms, then Executive, his estate, or his heirs, as applicable, shall also be entitled to: (1) continuation of Executive’s salary (at the Base Salary rate in effect at the time of termination) for a period of ninety (90) days following the termination date; and (2) a prorated annual bonus equal to the Annual Milestone Bonus, if any, for the year of termination multiplied by a fraction, the numerator of which shall be the number of full and partial months Executive worked for the Company and the denominator of which shall be 12. The Base Salary payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in the first payroll period that follows such effective date. The prorated annual bonus payment will be subject to standard payroll deductions and withholdings and will paid at the same time as the Annual Milestone Bonus, if any, would have been paid to Executive under Section 3.2 above, had Executive remained employed with the Company.

Death or Complete Disability. If, during the Term of this Agreement, Executive’s employment shall be terminated by death or Complete Disability, the Company shall pay to Executive, his her estate, or his her heirs, as applicable, (i) any Base Salary owed to Executive through the date of termination; (ii) Executive, expenses reimbursement amounts owed to Executive; (iii) , all unpaid amounts of any Annual Milestone Bonus(es) Executive earned prior to the termination date; (iv) a cash lump sum in respect to , and accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination; (v) any payments and benefits to which Executive (or his estate) is entitled pursuant to the terms of any employee benefit or compensation plan or program in which he participates (or participated); and (vi) any amount to which Executive is entitled pursuant to any other written agreements between the Company or any of its affiliates and Executive (the amounts in (i) through (vi) above being the “Termination Amounts”). The Company shall pay Executive: (A) the amounts contained in items (i) through (iv) within ten (10) days following such termination; (B) any payments associated with (v) in accordance to the terms of such plans or programs; and (C) any such amounts in (vi) in accordance with the terms of such agreements, with the Termination Amounts being subject to the less standard deductions and withholdings (as applicable)withholdings. In addition, subject to Executive (or his her estate or heirs, as applicable) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may later be specified by the Company) (the “Release”) within the time period specified therein, and allowing the Release to become effective in accordance with its terms, then Executive, his her estate, or his her heirs, as applicable, shall also be entitled to: (1) continuation of Executive’s salary (at the Base Salary rate in effect at the time of termination) for a period of ninety (90) days following the termination date; and (2) a prorated annual bonus equal partial accelerated vesting of each of Executive’s outstanding stock options such that, on the effective date of the Release (as defined therein), Executive shall receive immediate accelerated vesting of each option with respect to the Annual Milestone Bonus, if any, for the year of termination multiplied by a fraction, the numerator of which shall be the same number of full and partial months shares that would have vested if Executive worked for had continued in employment with the Company and through the denominator next anniversary of which the grant date for such option, in accordance with the vesting schedule applicable to such option, provided, however, that if the termination date falls on an anniversary of the grant date of any stock option, no accelerated vesting will be provided for such stock option. All stock options that have vested in connection with Executive’s termination under this Section 4.5.1 shall be 12remain exercisable for ninety (90) days following such termination. The Base Salary payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in the first payroll period that follows such effective date. The prorated annual bonus payment will be subject to standard payroll deductions and withholdings and will paid at the same time as the Annual Milestone Bonus, if any, would have been paid to Executive under Section 3.2 above, had Executive remained employed with the Company.

Death or Complete Disability. If, during the Term of this Agreement, Executive’s employment shall be terminated by death or Complete Disability, the Company shall pay to Executive, his her estate, or his her heirs, as applicable, (i) any Base Salary owed to Executive through the date of termination; (ii) Executive, expenses reimbursement amounts owed to Executive; (iii) , all unpaid amounts of any Annual Milestone Bonus(es) Executive earned prior to the termination date; (iv) a cash lump sum in respect to , and accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination; (v) any payments and benefits to which Executive (or his estate) is entitled pursuant to the terms of any employee benefit or compensation plan or program in which he participates (or participated); and (vi) any amount to which Executive is entitled pursuant to any other written agreements between the Company or any of its affiliates and Executive (the amounts in (i) through (vi) above being the “Termination Amounts”). The Company shall pay Executive: (A) the amounts contained in items (i) through (iv) within ten (10) days following such termination; (B) any payments associated with (v) in accordance to the terms of such plans or programs; and (C) any such amounts in (vi) in accordance with the terms of such agreements, with the Termination Amounts being subject to the less standard deductions and withholdings (as applicable)withholdings. In addition, subject to Executive (or his her estate or heirs, as applicable) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may later be specified by the Company) (the “Release”) within the time period specified therein, and allowing the Release to become effective in accordance with its terms, then Executive, his her estate, or his her heirs, as applicable, shall also be entitled to: (1) continuation of Executive’s salary (at the Base Salary rate in effect at the time of termination) and benefits for a period of ninety (90) days following the termination date; and (2) a prorated annual bonus equal partial accelerated vesting of each of Executive’s outstanding stock options such that, on the effective date of the Release (as defined therein), Executive shall receive immediate accelerated vesting of each option with respect to the Annual Milestone Bonus, if any, for the year of termination multiplied by a fraction, the numerator of which shall be the same number of full and partial months shares that would have vested if Executive worked for had continued in employment with the Company and through the denominator next anniversary of which the grant date for such option, in accordance with the vesting schedule applicable to such option, provided, however, that if the termination date falls on an anniversary of the grant date of any stock option, no accelerated vesting will be provided for such stock option. All stock options that have vested in connection with Executive’s termination under this Section 4.5.1 shall be 12remain exercisable for ninety (90) days following such termination. The Base Salary payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in the first payroll period that follows such effective date. The prorated annual bonus payment will be subject to standard payroll deductions and withholdings and will paid at the same time as the Annual Milestone Bonus, if any, would have been paid to Executive under Section 3.2 above, had Executive remained employed with the Company.

Death or Complete Disability. If, during the Term of this Agreement, Executive’s employment shall be terminated by death or Complete Disability, the Company shall pay to Executive, his estate, or his heirs, as applicable, (i) any Base Salary owed to Executive through the date of termination; (ii) expenses expense reimbursement amounts owed to Executive; (iii) all unpaid amounts of any Annual Milestone Bonus(es) bonuses Executive earned prior to the termination date; (iv) a cash lump sum in respect to accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination; (v) any payments and benefits to which Executive (or his estate) is entitled pursuant to the terms of any employee benefit or compensation plan or program in which he participates (or participated); and (vi) any amount to which Executive is entitled pursuant to any other written agreements between the Company or any of its affiliates and Executive (the amounts in (i) through (vi) above being the “Termination Amounts”). The Company shall pay Executive: (A) the amounts contained in items (i) through (iv) within ten (10) days following such termination; (B) any payments associated with (v) in accordance to the terms of such plans or programs; and (C) any such amounts in (vi) in accordance with the terms of such agreements, with the Termination Amounts being subject to the standard deductions and withholdings (as applicable). In addition, subject to if Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (or his estate or heirs“COBRA”), as applicable) furnishing to the reimbursement described in this sentence shall be included in the Termination Amounts and the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (the “Release”) within the time period specified therein, and allowing the Release to become effective in accordance with its terms, then shall reimburse Executive, his estate, or his heirsheirs as appropriate, for the monthly COBRA premium paid by Executive, his estate, or his heirs for Executive and Executive’s spouse, ex-spouse, and dependents. Such reimbursement shall be paid to Executive, his estate, or his heirs as applicableappropriate on the first business day of the month immediately following the month in which Executive, his estate or his heirs timely remits the premium payment. Executive shall also be entitled toeligible to receive such reimbursement until the earliest of: (1i) continuation the eighteen-month anniversary of Executive’s salary (at the Base Salary rate in effect at the time of termination) for a period of ninety (90) days following the termination date; (ii) the date Executive is no longer eligible to receive COBRA continuation coverage; and (2iii) a prorated annual bonus equal the date on which Executive begins to receives substantially similar coverage from another employer or other source. The Parties agree that Medicare coverage is not substantially similar coverage from another source. Notwithstanding the Annual Milestone Bonusforegoing, if any, for the year of termination multiplied by a fraction, the numerator of which shall be the number of full and partial months Executive worked for the Company and the denominator of which shall be 12. The Base Salary payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cyclemaking payments under this Section 4.5.1 would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid or result in the first payroll period that follows such effective date. The prorated annual bonus payment will be subject imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to standard payroll deductions and withholdings and will paid at the same time reform this Section 4.5.1 in a manner as the Annual Milestone Bonus, if any, would have been paid is necessary to Executive under Section 3.2 above, had Executive remained employed comply with the CompanyACA.

Death or Complete Disability. If, during the Term of this Agreement, Executive’s employment shall be terminated by death or Complete Disability, the Company shall pay to Executive, his estate, or his heirs, as applicable, (i) any Base Salary owed to Executive through the date of termination; (ii) expenses reimbursement amounts owed to Executive; (iii) all unpaid amounts of any Annual Milestone Bonus(es) Executive earned prior to the termination date; (iv) all unpaid amounts of any Licence Transaction Bonus(es) respect to any License Transcation(s) consummated prior to the termination date; (v) all unpaid amounts of any Change in Control Bonus respect to any Change in Control consummated prior to the termination date; (vi) a cash lump sum in respect to accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination; (vvii) any payments and benefits to which Executive (or his estate) is entitled pursuant to the terms of any employee benefit or compensation plan or program in which he participates (or participated); and (viviii) any amount to which Executive is entitled pursuant to any other written agreements between the Company or any of its affiliates and Executive (the amounts in (i) through (viviii) above being the “Termination Amounts”). The Company shall pay Executive: (A) the amounts contained in items (i), (ii), (iii) through and (ivvi) within ten (10) days following such termination; (B) any payments associated with item (vvii) in accordance to the terms of such plans or programs; and (C) any such amounts in item (viviii) in accordance with the terms of such agreements, and (D) any amounts contained in (iv) and (v), on such date(s) that such payments would have been made pursuant to Section 3.2.3 and/or 3.2.3 (as applicable) if Executive had remained employed by the Company, with the all such Termination Amounts being subject to the standard deductions and withholdings (as applicable). In addition, subject to Executive (or his estate or heirs, as applicable) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A B (the “Release”) within the time period specified therein), and allowing the Release to become effective in accordance with its terms, then Executive, his estate, or his heirs, as applicable, shall also be entitled to: (1) continuation of Executive’s salary (at the Base Salary rate in effect at the time of termination) for a period of ninety (90) days following the termination date; and (2) a prorated annual bonus equal to the Target Annual Milestone Bonus, if any, for the year of termination multiplied by a fraction, the numerator of which shall be the number of full and partial months Executive worked for the Company and the denominator of which shall be 1212 (the “ProRated Target Milestone Bonus”). The Base Salary payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, providedcommencing on the Company’s first regular pay date following the sixtieth (60th) day after the termination date, however, provided that any the first such installment of the Base Salary continuation payments otherwise scheduled to shall be made prior a lump sum payment equal to the effective amount of all Base Salary payments due from the termination date through the date of the Release shall accrue and be paid in the such first payroll period that follows such effective dateinstallment payment. The prorated annual bonus payment ProRated Target Milestone Bonus will be subject to standard payroll deductions and withholdings and will paid at the same time as the Annual Milestone Bonus, if any, would have been paid to Executive under Section 3.2 above, had Executive remained employed with on the Company’s next regular paydate following the 60th day following the termination date.

Death or Complete Disability. If, during the Term of this Agreement, Executive’s employment shall be terminated by death or Complete Disability, the Company shall pay to Executive, his estate, or his heirs, as applicable, (i) any Base Salary owed to Executive through the date of termination; (ii) expenses reimbursement amounts owed to Executive; (iii) all unpaid amounts of any Annual Milestone Bonus(es) Executive earned prior to the termination date; (iv) a cash lump sum in respect to accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination; (v) any payments and benefits to which Executive (or his estate) is entitled pursuant to the terms of any employee benefit or compensation plan or program in which he participates (or participated); and (vi) any amount to which Executive is entitled pursuant to any other written agreements between the Company or any of its affiliates and Executive (the amounts in (i) through (vi) above being the “Termination Amounts”). The Company shall pay Executive: (A) the amounts contained in items (i) through (iv) within ten (10) days following such termination; (B) any payments associated with (v) in accordance to the terms of such plans or programs; and (C) any such amounts in (vi) in accordance with the terms of such agreements, with the Termination Amounts being subject to the standard deductions and withholdings (as applicable). In addition, subject to Executive (or his estate or heirs, as applicable) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (the “Release”) within the time period specified therein, and allowing the Release to become effective in accordance with its terms, then Executive, his estate, or his heirs, as applicable, shall also be entitled to: (1) continuation of Executive’s salary (at the Base Salary rate in effect at the time of termination) for a period of ninety (90) days following the termination date; and (2) a prorated annual bonus equal to the Annual Milestone Bonus, if any, for the year of termination multiplied by a fraction, the numerator of which shall be the number of full and partial months Executive worked for the Company and the denominator of which shall be 12. The Base Salary payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in the first payroll period that follows such effective date. The prorated annual bonus payment will be subject to standard payroll deductions and withholdings and will paid at the same time as the Annual Milestone Bonus, if any, would have been paid to Executive under Section 3.2 above, had Executive remained employed with the Company.

Death or Complete Disability. If, during the Term of this Agreement, Executive’s 's employment shall be terminated by death or Complete Disability, the Company shall pay to Executive, his her estate, or his her heirs, as applicable, (i) any Base Salary owed to Executive through the date of termination; (ii) expenses reimbursement amounts owed to Executive; (iii) all unpaid amounts of any Annual Milestone Bonus(es) Executive earned prior to the termination date; (iv) a cash lump sum in respect to accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination; (v) any payments and benefits to which Executive (or his her estate) is entitled pursuant to the terms of any employee benefit or compensation plan or program in which he she participates (or participated); and (vi) any amount to which Executive is entitled pursuant to any other written agreements between the Company or any of its affiliates and Executive (the amounts in (i) through (vi) above being the “"Termination Amounts”"). The Company shall pay Executive: (A) the amounts contained in items (i) through (iv) within ten (10) days following such termination; (B) any payments associated with (v) in accordance to the terms of such plans or programs; and (C) any such amounts in (vi) in accordance with the terms of such agreements, with the Termination Amounts being subject to the standard deductions and withholdings (as applicable). In addition, subject to Executive (or his her estate or heirs, as applicable) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (the “"Release”") within the time period specified therein, and allowing the Release to become effective in accordance with its terms, then Executive, his her estate, or his her heirs, as applicable, shall also be entitled to: (1) continuation of Executive’s 's salary (at the Base Salary rate in effect at the time of termination) for a period of ninety (90) days following the termination date; and (2) a prorated annual bonus equal to the Annual Milestone Bonus, if any, for the year of termination multiplied by a fraction, the numerator of which shall be the number of full and partial months Executive worked for the Company and the denominator of which shall be 12. The Base Salary payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s 's regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in the first payroll period that follows such effective date. The prorated annual bonus payment will be subject to standard payroll deductions and withholdings and will paid at the same time as the Annual Milestone Bonus, if any, would have been paid to Executive under Section 3.2 above, had Executive remained employed with the Company.

Death or Complete Disability. If, during the Term of this Agreement, Executive’s employment shall be terminated by death or Complete Disability, the Company shall pay to Executive, his estate, or his heirs, as applicable, (i) any Base Salary owed to Executive through the date of termination; (ii) expenses expense reimbursement amounts owed to Executive; (iii) all unpaid amounts of any Annual Milestone Bonus(es) bonuses Executive earned prior to the termination date; (iv) a cash lump sum in respect to accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination; (v) any payments and benefits to which Executive (or his estate) is entitled pursuant to the terms of any employee benefit or compensation plan or program in which he participates (or participated); and (vi) any amount to which Executive is entitled pursuant to any other written agreements between the Company or any of its affiliates and Executive (the amounts in (i) through (vi) above being the “Termination Amounts”). The Company shall pay Executive: (A) the amounts contained in items (i) through (iv) within ten (10) days following such termination; (B) any payments associated with (v) in accordance to the terms of such plans or programs; and (C) any such amounts in (vi) in accordance with the terms of such agreements, with the Termination Amounts being subject to the standard deductions and withholdings (as applicable). In addition, subject to if the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (or his estate or heirs“COBRA”), as applicable) furnishing the reimbursement described in this sentence shall be included in the Termination Amounts and the Company shall reimburse the Executive for the monthly COBRA premium paid by the Executive for the Executive and the Executive’s dependents. Such reimbursement shall be paid to the Company an executed waiver Executive on the first business day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (i) the eighteen-month anniversary of the Termination Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and release of claims in (iii) the form attached hereto as Exhibit A date on which the Executive begins to receives substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company’s making payments under this Section 4.5.1 would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ReleaseACA”) within the time period specified therein, and allowing the Release to become effective in accordance with its terms, then Executive, his estate), or his heirs, as applicable, shall also be entitled to: (1) continuation result in the imposition of Executive’s salary (at penalties under the Base Salary rate in effect at ACA and the time of termination) for a period of ninety (90) days following the termination date; related regulations and (2) a prorated annual bonus equal to the Annual Milestone Bonus, if any, for the year of termination multiplied by a fractionguidance promulgated thereunder), the numerator of which shall be the number of full and partial months Executive worked for the Company and the denominator of which shall be 12. The Base Salary payments will be subject parties agree to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled reform this Section 4.5.1 in a manner as is necessary to be made prior to the effective date of the Release shall accrue and be paid in the first payroll period that follows such effective date. The prorated annual bonus payment will be subject to standard payroll deductions and withholdings and will paid at the same time as the Annual Milestone Bonus, if any, would have been paid to Executive under Section 3.2 above, had Executive remained employed comply with the CompanyACA.

Death or Complete Disability. If, during the Term of this Agreement, Executive’s employment shall be terminated by death or Complete Disability, the Company shall pay to Executive, his estate, or his heirs, as applicable, (i) any Base Salary owed to Executive through the date of termination; (ii) expenses reimbursement amounts owed to Executive; (iii) all unpaid amounts of bonuses Executive accrued for any Annual Milestone Bonus(es) Executive earned already completed calendar years prior to the termination date; (iv) a cash lump sum in respect to accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination; (v) any payments and benefits to which Executive (or his estate) is entitled pursuant to the terms of any employee benefit or compensation plan or program in which he participates (or participated); and (vi) any amount to which Executive is entitled pursuant to any other written agreements between the Company or any of its affiliates Affiliates and Executive (the amounts in (i) through (vi) above being the “Termination Amounts”). The Company shall pay Executive: (A) the amounts contained in items (i) through (iv) within ten (10) days following such terminationtermination (or in the case of any performance bonuses based on completed calendar years, upon the Company’s receipt of its completed financial statements or other information confirming achievement of the performance milestones, if applicable); (B) any payments associated with (v) in accordance to the terms of such plans or programs; and (C) any such amounts in (vi) in accordance with the terms of such agreements. Additionally, with in the Termination Amounts being subject to the standard deductions and withholdings (as applicable). In additioncase of Executive’s death or complete disability, subject to Executive (or his estate or heirsheirs shall be beneficiaries to all amounts, as applicable) furnishing proceeds and benefits provisioned by a Company sponsored life insurance program providing death and disability benefits, administered to the Company an executed waiver and release Executive within a period of claims in four (4) months from closing of the form attached hereto as Exhibit A Merger. In the case of Executive’s death or complete disability within this four (the “Release”4) within the time period specified thereinmonth period, and allowing the Release to become effective in accordance with its termswhere such an insurance policy is not active, has not come into effect yet or is under renewal or renegotiation, then the Executive, his estate, or his heirs, as applicable, shall also be entitled to: (1) continuation of Executive’s salary (at the Base Salary rate in effect at the time of termination) for a period of ninety (90) days following the termination date; and (2) a prorated annual bonus equal to the Annual Milestone Bonus, if any, for the year of termination multiplied by a fraction, the numerator of which estate or heirs shall be the number of full and partial months Executive worked for the Company and the denominator of which shall be 12due $1 million USD as an additional Termination Amount. The Base Salary payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in the first payroll period that follows such effective date. The prorated annual bonus payment will be subject to standard payroll deductions and withholdings and will paid at the same time as the Annual Milestone Bonus, if any, would have been paid to Executive under Section 3.2 above, had Executive remained employed with the Company.

Death or Complete Disability. If, during the Term of this Agreement, Executive’s employment shall be terminated by death or Complete Disability, the Company shall pay to Executive, his estate, or his heirs, as applicable, (i) any Base Salary owed to Executive through the date of termination; (ii) expenses expense reimbursement amounts owed to Executive; (iii) all unpaid amounts of any Annual Milestone Bonus(es) bonuses Executive earned prior to the termination date; (iv) a cash lump sum in respect to accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination; (v) any payments and benefits to which Executive (or his estate) is entitled pursuant to the terms of any employee benefit or compensation plan or program in which he participates (or participated); and (vi) any amount to which Executive is entitled pursuant to any other written agreements between the Company or any of its affiliates and Executive (the amounts in (i) through (vi) above being the “Termination Amounts”). The Company shall pay Executive: (A) the amounts contained in items (i) through (iv) within ten (10) days following such termination; (B) any payments associated with (v) in accordance to the terms of such plans or programs; and (C) any such amounts in (vi) in accordance with the terms of such agreements, with the Termination Amounts being subject to the standard deductions and withholdings (as applicable). In addition, subject to if Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the reimbursement described in this sentence shall be included in the Termination Amounts and the Company shall reimburse Executive, his estate, or heirs as appropriate for the monthly COBRA premium paid by Executive, his estate or heirsheirs for Executive and Executive’s spouse, as applicable) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (the “Release”) within the time period specified thereinex-spouse, and allowing dependents. Such reimbursement shall be paid to Executive on the Release to become effective first business day of the month immediately following the month in accordance with its terms, then which Executive, his estate, or his heirs, as applicable, heirs timely remits the premium payment. Executive shall also be entitled toeligible to receive such reimbursement until the earliest of: (1i) continuation the eighteen-month anniversary of Executive’s salary (at the Base Salary rate in effect at the time of termination) for a period of ninety (90) days following the termination date; (ii) the date Executive is no longer eligible to receive COBRA continuation coverage; and (2iii) a prorated annual bonus equal the date on which Executive begins to receives substantially similar coverage from another employer or other source. The Parties agree that Medicare coverage is not substantially similar coverage from another source. Notwithstanding the Annual Milestone Bonusforegoing, if any, for the year of termination multiplied by a fraction, the numerator of which shall be the number of full and partial months Executive worked for the Company and the denominator of which shall be 12. The Base Salary payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cyclemaking payments under this Section 4.5.1 would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid or result in the first payroll period that follows such effective date. The prorated annual bonus payment will be subject imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to standard payroll deductions and withholdings and will paid at the same time reform this Section 4.5.1 in a manner as the Annual Milestone Bonus, if any, would have been paid is necessary to Executive under Section 3.2 above, had Executive remained employed comply with the CompanyACA.

Death or Complete Disability. If, during the Term of this Agreement, ExecutiveEmployee’s employment shall be terminated by death or Complete Disability, the Company shall pay to ExecutiveEmployee, his estate, or his heirs, as applicable, (i) any Base Salary owed to Executive through the date of termination; (ii) Employee, expenses reimbursement amounts owed to Executive; (iii) Employee, all unpaid amounts of any Annual Milestone Bonus(es) Executive Employee earned prior to the termination date; (iv) a cash lump sum in respect to , and accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination; (v) any payments and benefits to which Executive (or his estate) is entitled pursuant to the terms of any employee benefit or compensation plan or program in which he participates (or participated); and (vi) any amount to which Executive is entitled pursuant to any other written agreements between the Company or any of its affiliates and Executive (the amounts in (i) through (vi) above being the “Termination Amounts”). The Company shall pay Executive: (A) the amounts contained in items (i) through (iv) within ten (10) days following such termination; (B) any payments associated with (v) in accordance to the terms of such plans or programs; and (C) any such amounts in (vi) in accordance with the terms of such agreements, with the Termination Amounts being subject to the less standard deductions and withholdings (as applicable)withholdings. In addition, subject to Executive Employee (or his estate or heirs, as applicable) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may later be specified by the Company) (the “Release”) within the time period specified therein, and allowing the Release to become effective in accordance with its terms, then ExecutiveEmployee, his estate, or his heirs, as applicable, shall also be entitled to: (1) continuation of ExecutiveEmployee’s salary (at the Base Salary rate in effect at the time of termination) for a period of ninety (90) days following the termination date; and (2) a prorated annual bonus equal partial accelerated vesting of each of Employee’s outstanding stock options such that, on the effective date of the Release (as defined therein), Employee shall receive immediate accelerated vesting of each option with respect to the Annual Milestone Bonus, if any, for the year of termination multiplied by a fraction, the numerator of which shall be the same number of full and partial months Executive worked for shares that would have vested if Employee had continued in employment with the Company and through the denominator next anniversary of which the grant date for such option, in accordance with the vesting schedule applicable to such option, provided, however, that if the termination date falls on an anniversary of the grant date of any stock option, no accelerated vesting will be provided for such stock option. All stock options that have vested in connection with Employee’s termination under this Section 4.5.1 shall be 12remain exercisable for ninety (90) days following such termination. The Base Salary payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in the first payroll period that follows such effective date. The prorated annual bonus payment will be subject to standard payroll deductions and withholdings and will paid at the same time as the Annual Milestone Bonus, if any, would have been paid to Executive under Section 3.2 above, had Executive remained employed with the Company.

Death or Complete Disability. If, during the Term of this Agreement, Executive’s employment shall be terminated by death or Complete Disability, the Company shall pay to Executive, his estate, or his heirs, as applicable, (i) any Base Salary owed to Executive through the date of termination; (ii) expenses reimbursement amounts owed to Executive; (iii) all unpaid amounts of any Annual Milestone Bonus(es) Executive earned prior to the termination date; (iv) a cash lump sum in respect to accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination; (v) any payments and benefits to which Executive (or his estate) is entitled pursuant to the terms of any employee benefit or compensation plan or program in which he she participates (or participated); and (vi) any amount to which Executive is entitled pursuant to any other written agreements between the Company or any of its affiliates and Executive (the amounts in (i) through (vi) above being the “Termination Amounts”). The Company shall pay Executive: (A) the amounts contained in items (i) through (iv) within ten (10) days following such termination; (B) any payments associated with (v) in accordance to the terms of such plans or programs; and (C) any such amounts in (vi) in accordance with the terms of such agreements, with the Termination Amounts being subject to the standard deductions and withholdings (as applicable). In addition, subject to Executive (or his estate or heirs, as applicable) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (the “Release”) within the time period specified therein, and allowing the Release to become effective in accordance with its terms, then Executive, his estate, or his heirs, as applicable, shall also be entitled to: (1) continuation of Executive’s salary (at the Base Salary rate in effect at the time of termination) for a period of ninety (90) days following the termination date; and (2) a prorated annual bonus equal to the Annual Milestone Bonus, if any, for the year of termination multiplied by a fraction, the numerator of which shall be the number of full and partial months Executive worked for the Company and the denominator of which shall be 12. The Base Salary payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in the first payroll period that follows such effective date. The prorated annual bonus payment will be subject to standard payroll deductions and withholdings and will paid at the same time as the Annual Milestone Bonus, if any, would have been paid to Executive under Section 3.2 above, had Executive remained employed with the Company.

Death or Complete Disability. If, during the Term of this Agreement, Executive’s employment shall be terminated by death or Complete DisabilityDisability as provided in Section 4.3, the Company shall pay to Executive, his estate, or his heirs, as applicable, (i) any Base Salary owed to Executive through the date of termination; (ii) expenses Executive, expense reimbursement amounts owed to Executive; (iii) , all unpaid amounts of any Annual Milestone Bonus(es) Executive earned prior to the termination date; (iv) a cash lump sum date by meeting the conditions set forth in respect to Section 3.2, and accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination; (v) any payments and benefits to which Executive (or his estate) is entitled pursuant to the terms of any employee benefit or compensation plan or program in which he participates (or participated); and (vi) any amount to which Executive is entitled pursuant to any other written agreements between the Company or any of its affiliates and Executive (the amounts in (i) through (vi) above being the “Termination Amounts”). The Company shall pay Executive: (A) the amounts contained in items (i) through (iv) within ten (10) days following such termination; (B) any payments associated with (v) in accordance to the terms of such plans or programs; and (C) any such amounts in (vi) in accordance with the terms of such agreements, with the Termination Amounts being subject to the less standard deductions and withholdings (as applicable)withholdings. In addition, subject to Executive (or his estate or heirs, as applicable) furnishing to the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (or in such other form as may later be specified by the Company) (the “Release”) within the time period specified therein, and allowing the Release to become effective in accordance with its terms, then Executive, his estate, or his heirs, as applicable, shall also be entitled to: (1) continuation of Executive’s salary (at the Base Salary rate in effect at the time of termination) for a period of ninety (90) days following the termination date; and (2) a prorated annual bonus equal partial accelerated vesting of each of Executive’s outstanding stock options such that, on the effective date of the Release (as defined therein), Executive shall receive immediate accelerated vesting of each option with respect to the Annual Milestone Bonus, if any, for the year of termination multiplied by a fraction, the numerator of which shall be the same number of full and partial months shares that would have vested if Executive worked for had continued in employment with the Company and through the denominator next anniversary of which the grant date for such option, in accordance with the vesting schedule applicable to such option, provided, however, that if the termination date falls on an anniversary of the grant date of any stock option, no accelerated vesting will be provided for such stock option. All stock options that have vested in connection with Executive’s termination under this Section 4.5.1 shall be 12remain exercisable for ninety (90) days following such termination. The Base Salary payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in the first payroll period that follows such effective date. The prorated annual bonus payment will be subject to standard payroll deductions and withholdings and will paid at the same time as the Annual Milestone Bonus, if any, would have been paid to Executive under Section 3.2 above, had Executive remained employed with the Company.

Death or Complete Disability. If, during the Term of this Agreement, Executive’s employment shall be terminated by death or Complete Disability, the Company shall pay to Executive, his estate, or his heirs, as applicable, (i) any Base Salary owed to Executive through the date of termination; (ii) expenses expense reimbursement amounts owed to Executive; (iii) all unpaid amounts of any Annual Milestone Bonus(es) bonuses Executive earned prior to the termination date; (iv) a cash lump sum in respect to accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination; (v) any payments and benefits to which Executive (or his estate) is entitled pursuant to the terms of any employee benefit or compensation plan or program in which he participates (or participated); and (vi) any amount to which Executive is entitled pursuant to any other written agreements between the Company or any of its affiliates and Executive (the amounts in (i) through (vi) above being the “Termination Amounts”). The Company shall pay Executive: (A) the amounts contained in items (i) through (iv) within ten (10) days following such termination; (B) any payments associated with (v) in accordance to the terms of such plans or programs; and (C) any such amounts in (vi) in accordance with the terms of such agreements, with the Termination Amounts being subject to the standard deductions and withholdings (as applicable). In addition, subject to if Executive (or his estate or heirstimely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), as applicable) furnishing to the reimbursement described in this sentence shall be included in the Termination Amounts and the Company an executed waiver and release of claims in the form attached hereto as Exhibit A (the “Release”) within the time period specified therein, and allowing the Release to become effective in accordance with its terms, then shall reimburse Executive, his estate, or his heirsheirs as appropriate, for the monthly COBRA premium paid by Executive, his estate, or his heirs for Executive and Executive’s spouse, ex-spouse, and dependents. Such reimbursement shall be paid to Executive, his estate, or his heirs as applicableappropriate on the first business day of the month immediately following the month in which Executive, his estate or his heirs timely remits the premium payment. Executive shall also be entitled toeligible to receive such reimbursement until the earliest of: (1i) continuation the eighteen-month anniversary of Executive’s salary (at the Base Salary rate in effect at the time of termination) for a period of ninety (90) days following the termination date; (ii) the date Executive is no longer eligible to receive COBRA continuation coverage; and (2iii) a prorated annual bonus equal the date on which Executive begins to receives substantially similar coverage from another employer or other source. The Parties agree that Medicare coverage is not substantially similar coverage from another source. Notwithstanding the Annual Milestone Bonusforegoing, if any, for the year of termination multiplied by a fraction, the numerator of which shall be the number of full and partial months Executive worked for the Company and the denominator of which shall be 12. The Base Salary payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cyclemaking payments under this Section 4.5.1 would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid or result in the first payroll period that follows such effective date. The prorated annual bonus payment will be subject imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to standard payroll deductions and withholdings and will paid at the same time reform this Section 4.5.1 in a manner as the Annual Milestone Bonus, if any, would have been paid is necessary to Executive under Section 3.2 above, had Executive remained employed comply with the CompanyACA.

Death or Complete Disability. If, during the Term of this Agreement, Executive’s employment shall be terminated by death or Complete Disability, the Company shall pay to Executive, his estate, or his heirs, as applicable, (i) any Base Salary owed to Executive through the date of termination; (ii) expenses reimbursement amounts owed to Executive; (iii) all unpaid amounts of bonuses Executive accrued for any Annual Milestone Bonus(es) Executive earned already completed calendar years prior to the termination date; (iv) a cash lump sum in respect to accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination; (v) any payments and benefits to which Executive (or his estate) is entitled pursuant to the terms of any employee benefit or compensation plan or program in which he participates (or participated); and (vi) any amount to which Executive is entitled pursuant to any other written agreements between the Company or any of its affiliates Affiliates and Executive (the amounts in (i) through (vi) above being the “Termination Amounts”). The Company shall pay Executive: (A) the amounts contained in items (i) through (iv) within ten (10) days following such terminationtermination (or in the case of any performance bonuses based on completed calendar years, upon the Company’s receipt of its completed financial statements or other information confirming achievement of the performance milestones, if applicable); (B) any payments associated with (v) in accordance to the terms of such plans or programs; and (C) any such amounts in (vi) in accordance with the terms of such agreements. Additionally, with in the Termination Amounts being subject to the standard deductions and withholdings (as applicable). In additioncase of Executive’s death or complete disability, subject to Executive (Executive, or his estate or heirs, as applicable) furnishing shall be beneficiaries to all amounts, proceeds and benefits provisioned by a Company sponsored life insurance program providing death and disability benefits, administered to the Company an executed waiver and release Executive within a period of claims in four (4) months from closing of the form attached hereto as Exhibit A Merger. In the case of Executive’s death or complete disability within this four (the “Release”4) within the time period specified thereinmonth period, and allowing the Release to become effective in accordance with its termswhere such an insurance policy is not active, has not come into effect yet or is under renewal or renegotiation, then the Executive, his estate, or his heirs, as applicable, shall also be entitled to: (1) continuation of Executive’s salary (at the Base Salary rate in effect at the time of termination) for a period of ninety (90) days following the termination date; and (2) a prorated annual bonus equal to the Annual Milestone Bonus, if any, for the year of termination multiplied by a fraction, the numerator of which estate or heirs shall be the number of full and partial months Executive worked for the Company and the denominator of which shall be 12. The Base Salary payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s regular payroll cycle, provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in the first payroll period that follows such effective date. The prorated annual bonus payment will be subject to standard payroll deductions and withholdings and will paid at the same time due $1 million USD as the Annual Milestone Bonus, if any, would have been paid to Executive under Section 3.2 above, had Executive remained employed with the Companyan additional Termination Amount.