Common use of Deferred Compensation Clause in Contracts

Deferred Compensation. Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) shall not commence in connection with Employee’s termination of employment unless and until Employee has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Employee without causing Employee to incur the additional 20% tax under Section 409A. It is intended that each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). If Employee is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, no Severance Benefit payments that are nonqualified deferred compensation subject to Section 409A and are triggered by a separation from service shall be paid until the later of six (6) months after Employee’s Separation Date of, if earlier, Employee’s death. All such payments will be accumulated and paid within thirty (30) days after the expiration of such delay period. However, it is intended that payments to Employee will be exempt from Section 409A under the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations and not likely to be delayed pursuant to this provision. Notwithstanding any other payment schedule set forth in this Agreement, none of the Severance Benefits will be paid or otherwise delivered prior to the effective date of the Separation Date Release of all claims set forth as Exhibit B hereto. All amounts payable under the Agreement will be subject to standard payroll taxes and deductions. Notwithstanding any other provision of this Agreement, the Company shall not be liable to Employee or any other person if payments under this Agreement fail to be exempt from, or compliant with, Section 409A. Employee is solely responsible for the tax consequences of any payments hereunder.

Deferred Compensation. Notwithstanding anything to the contrary set forth herein, any payments and the following provisions apply to the extent severance benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively collectively, “Section 409A”) ). Severance benefits shall not commence in connection with Employee’s termination of employment unless and until Employee has also incurred you have a “separation from service” for purposes of Section 409A. Each installment of severance benefits is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and the severance benefits are intended to satisfy the exemptions from application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if such exemptions are not available and you are, upon separation from service, a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of the severance benefits payments shall be delayed until the earlier of (i) six (6) months and one day after your separation from service and (ii) your death. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to you or your beneficiary in one lump sum (without interest). Any termination of your employment is intended to constitute a “separation from service” and will be determined consistent with the rules relating to a “separation from service” as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Employee without causing Employee to incur the additional 20% tax under Section 409A. 1.409A-1. It is intended that each installment of the Severance Benefits payments provided for in this Agreement is a hereunder constitute separate “paymentpayments” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For To the avoidance extent that any provision of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, is ambiguous as to the greatest extent possible, the exemptions from the application of its compliance with Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). If Employee is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, no Severance Benefit the provision will be read in such a manner so that all payments that are nonqualified deferred compensation hereunder comply with Section 409A of the Code. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A and are triggered by a separation from service of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be paid until the later of six (6) months after Employee’s Separation Date of, if earlier, Employee’s death. All such payments will be accumulated and paid within thirty (30) days reimbursed after the expiration of such delay period. However, it is intended that payments to Employee will be exempt from Section 409A under the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) last day of the Treasury Regulations calendar year following the calendar year in which you incurred such expenses, and not likely in no event shall any right to be delayed pursuant to this provision. Notwithstanding reimbursement or the provision of any other payment schedule set forth in this Agreement, none of the Severance Benefits will be paid or otherwise delivered prior to the effective date of the Separation Date Release of all claims set forth as Exhibit B hereto. All amounts payable under the Agreement will in-kind benefit be subject to standard payroll taxes and deductions. Notwithstanding any other provision of this Agreement, the Company shall not be liable to Employee liquidation or any other person if payments under this Agreement fail to be exempt from, or compliant with, Section 409A. Employee is solely responsible exchange for the tax consequences of any payments hereunderanother benefit.

Deferred Compensation. Notwithstanding anything It is intended that (i) each installment of any amounts or benefits payable under Section 10 of this Agreement be regarded as a separate “payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i) (and each such installment is hereby designated as separate for such purpose), (ii) all payments of any such amounts or benefits satisfy, to the contrary set forth hereingreatest extent possible, any payments and benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within exemptions from the meaning application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) shall not commence in connection with Employee’s termination of employment unless and until Employee has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that as provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(iii); and (iii) any such amounts may be provided to Employee without causing Employee to incur the additional 20% tax or benefits consisting of premiums payable under Section 409A. It is intended that each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement COBRA also satisfy, to the greatest extent possible, the exemptions exemption from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9Regulations Section 1.409A-1(b)(9)(v). If Employee is However, if any such amounts or benefits constitute “deferred compensation” under Section 409A and if you are a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the CodeCompany, no Severance Benefit as such term is defined in Section 409A(a)(2)(B)(i), then, solely to the extent necessary to avoid the imposition of the adverse personal tax consequences under Section 409A, the timing of any such benefit payments that as to which you are nonqualified deferred compensation subject to Section 409A and are triggered by a separation from service entitled shall be paid until delayed as follows: on the later earlier to occur of (a) the date that is six (6) months and one (1) day after Employee’s Separation Date ofyour separation from service and (b) the date of your death (such applicable date, if earlier, Employee’s death. All such payments will be accumulated and paid within thirty (30) days after the expiration of such delay period. However, it is intended that payments to Employee will be exempt from Section 409A under the “short-term deferral” rule set forth in Section 1.409A-1(b)(4Delayed Initial Payment Date”), the Company shall (1) pay you a lump sum amount equal to the sum of the Treasury Regulations and benefit payments that you would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the benefits had not likely to be been delayed pursuant to this provision. Notwithstanding any other payment schedule set forth in this AgreementSection 12 and (2) commence paying the balance, none if any, of the Severance Benefits will be paid or otherwise delivered prior to benefits in accordance with the effective date of the Separation Date Release of all claims set forth as Exhibit B hereto. All amounts payable under the Agreement will be subject to standard payroll taxes and deductions. Notwithstanding any other provision of this Agreement, the Company shall not be liable to Employee or any other person if payments under this Agreement fail to be exempt from, or compliant with, Section 409A. Employee is solely responsible for the tax consequences of any payments hereunderapplicable payment schedule.

Deferred Compensation. Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) shall not commence in connection with EmployeeExecutive’s termination of employment unless and until Employee Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Employee Executive without causing Employee Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). If Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, no Severance Benefit payments that are nonqualified deferred compensation subject to Section 409A and are triggered by a separation from service shall be paid until the later of six (6) months after Employee’s Separation Date of, if earlier, Employee’s death. All such payments will be accumulated and paid within thirty (30) days after the expiration of such delay period. However, it is intended that payments to Employee will be exempt from Section 409A under the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations and not likely to be delayed pursuant to this provision. Notwithstanding any other payment schedule set forth in this Agreement, none of the Severance Benefits will be paid or otherwise delivered prior to the effective date of the Separation Date Release of all claims set forth as Exhibit B hereto. All amounts payable under the Agreement will be subject to standard payroll taxes and deductions. Notwithstanding any other provision of this Agreement, the Company shall not be liable to Employee or any other person if payments under this Agreement fail to be exempt from, or compliant with, Section 409A. Employee is solely responsible for the tax consequences of any payments hereunder.

Deferred Compensation. Notwithstanding anything to (a) The intent of the contrary set forth herein, any parties is that payments and benefits provided under this Agreement (are exempt from the “Severance Benefits”requirements of Code section 409A because they are short term deferrals under Treas. Reg. Sec. 1.409A-1(b)(4) that constitute “deferred compensation” or payments under a separation pay plan within the meaning of Section Treas. Reg. Sec. 1.409A-1(b)(9) and this Agreement will be construed and administered in a manner consistent with such intent. To the extent any payment or benefits are not exempt from the requirements of Code section 409A of the Internal Revenue they will comply in form and operation with Code of 1986, as amended (the “Code”) section 409A and the regulations and other guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered in a manner to be in compliance therewith. (b) A termination of employment will not be deemed to have occurred for purposes of any state law provision of similar effect (collectively “Section 409A”) shall not commence in connection with Employee’s this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless and until Employee has such termination is also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”)within the meaning of Code section 409A and, unless the Company reasonably determines that such amounts may be provided to Employee without causing Employee to incur the additional 20% tax under Section 409A. It is intended that each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iany such provision of this Agreement, references to a “termination,” “termination of employment,” “resignation” or like terms will mean “separation from service.” The parties acknowledge that in determining whether a separation from service has occurred, the rules of Treas. Reg. Sec. 1.409A-1(h)(5), concerning “dual status” employee directors, will apply. (c) Severance payments are intended to constitute separate payments for purposes of Treas. For Reg. Sec. 1.409A-2(b)(2), and to be subject to the avoidance distribution requirements of doubtCode section 409A(a)(2)(A) of the Code, it is intended including, without limitation, the requirement of Code section 409A(a)(2)(B)(i) that payments due on account of the Severance Benefits set forth in this Agreement satisfya “separation from service” be delayed until six months after such separation (or, to the greatest extent possibleif earlier, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5upon death) and 1.409A-1(b)(9). If Employee if Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) the aforesaid Section of the Code, no Severance Benefit payments that are nonqualified deferred compensation subject to Section 409A and are triggered by a separation from service shall be paid until Code at the later of six (6) months after Employee’s Separation Date of, if earlier, Employee’s death. All such payments will be accumulated and paid within thirty (30) days after the expiration time of such delay period. However, it is intended that payments to Employee will be exempt from Section 409A under the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations and not likely to be delayed pursuant to this provision. Notwithstanding any other payment schedule set forth in this Agreement, none of the Severance Benefits will be paid or otherwise delivered prior to the effective date of the Separation Date Release of all claims set forth as Exhibit B hereto. All amounts payable under the Agreement will be subject to standard payroll taxes and deductions. Notwithstanding any other provision of this Agreement, the Company shall not be liable to Employee or any other person if payments under this Agreement fail to be exempt from, or compliant with, Section 409A. Employee is solely responsible for the tax consequences of any payments hereunderseparation.

Deferred Compensation. Notwithstanding anything It is intended that (i) each installment of any amounts or benefits payable under Section 8 of this Agreement be regarded as a separate “payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i) (and each such installment is hereby designated as separate for such purpose), (ii) all payments of any such amounts or benefits satisfy, to the contrary set forth hereingreatest extent possible, any payments and benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within exemptions from the meaning application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) shall not commence in connection with Employee’s termination of employment unless and until Employee has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that as provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(iii); and (iii) any such amounts may be provided to Employee without causing Employee to incur the additional 20% tax or benefits consisting of premiums payable under Section 409A. It is intended that each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement COBRA also satisfy, to the greatest extent possible, the exemptions exemption from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9Regulations Section 1.409A-1(b)(9)(v). If Employee is However, if any such amounts or benefits constitute “deferred compensation” under Section 409A and if you are a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the CodeCompany, no Severance Benefit as such term is defined in Section 409A(a)(2)(B)(i), then, solely to the extent necessary to avoid the imposition of the adverse personal tax consequences under Section 409A, the timing of any such benefit payments that as to which you are nonqualified deferred compensation subject to Section 409A and are triggered by a separation from service entitled shall be paid until delayed as follows: on the later earlier to occur of (a) the date that is six (6) months and one (1) day after Employee’s Separation Date ofyour separation from service and (b) the date of your death (such applicable date, if earlier, Employee’s death. All such payments will be accumulated and paid within thirty (30) days after the expiration of such delay period. However, it is intended that payments to Employee will be exempt from Section 409A under the “short-term deferral” rule set forth in Section 1.409A-1(b)(4Delayed Initial Payment Date”), the Company shall (1) pay you a lump sum amount equal to the sum of the Treasury Regulations and benefit payments that you would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the benefits had not likely to be been delayed pursuant to this provisionSection 10 and (2) commence paying the balance, if any, of the benefits in accordance with the applicable payment schedule. Notwithstanding any other payment schedule set forth in this This Agreement, none together with the Confidentiality Agreement, sets for the entire agreement and understanding between you and the Company relating to your employment and supersedes all prior agreements, understandings and discussions between you and the Company, including without limitation the Employment Agreement between you and the Company dated February 9, 2007. For the avoidance of doubt, the Confidentiality Agreement remains in full force and effect, in accordance with its terms. This letter may not be modified or amended except by a written agreement, signed by the Chief Executive Officer of the Severance Benefits will be paid or otherwise delivered prior to the effective date of the Separation Date Release of all claims set forth as Exhibit B hereto. All amounts payable under the Agreement will be subject to standard payroll taxes and deductions. Notwithstanding any other provision of this AgreementCompany, although the Company shall not be liable reserves the right to Employee or any modify unilaterally your compensation, benefits, job title and duties, reporting relationships and other person if payments under this Agreement fail terms of your employment. We are pleased to be exempt fromoffer you these employment terms. Sincerely, or compliant with, Section 409A. Employee is solely responsible for the tax consequences of any payments hereunder./s/ Xxxxx X. Xxxxx Xxxxx X. Xxxxx President and CEO

Deferred Compensation. Notwithstanding anything (i) To the extent (i) any payments to the contrary set forth which you become entitled under this letter agreement, or any agreement or plan referenced herein, any payments and benefits provided under this Agreement (in connection with your termination of employment with the “Severance Benefits”) that Company constitute “deferred compensation” within the meaning of compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) you are deemed at the regulations and other guidance thereunder and any state law time of similar effect (collectively “Section 409A”) shall not commence in connection with Employee’s such termination of employment unless and to be a “specified” employee under Section 409A of the Code, then such payment or payment shall not be made or commence until Employee has also incurred a the earlier of (i) the expiration of the six (6)-month period measured from the date of your “separation from service” (as such term is at the time defined in Treasury Regulation regulations under Section 1.409A-1(h409A of the Code) with the Company; or (“Separation From Service”)ii) the date of your death following such separation from service; provided, unless the Company reasonably determines however, that such amounts may deferral shall only be provided effected to Employee the extent required to avoid adverse tax treatment to you, including (without causing Employee to incur limitation) the additional twenty percent (20% %) tax for which you would otherwise be liable under Section 409A. It is intended that each installment 409A(a)(1)(B) of the Severance Benefits payments provided Code in the absence of such deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between your termination of employment and the first payment date but for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. (ii) For purposes of this letter agreement or any agreement or plan referenced herein, and notwithstanding any other provision herein, with respect to any payment that is subject to (and not exempt from) Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4)of the Code, 1.409A-1(b)(5) no payment shall be made upon disability or terminal illness unless and 1.409A-1(b)(9). If Employee is until such condition qualifies as a “specified employeeDisability” within the meaning of 409A(a)(2)(B)(iSection 409A of the Code and Section 1.409A-3(i)(4) of the regulations thereunder. (iii) Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this letter agreement (or otherwise referenced herein) is determined to be subject to (and not exempt from) Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement or in kind benefits to be provided in any other calendar year, in no Severance Benefit payments that are nonqualified deferred compensation event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which you incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. PRONAI THERAPEUTICS, INC. OFFER LETTER - 5 (iv) To the extent that any provision of this letter agreement is ambiguous as to its exemption or compliance with Section 409A and are triggered by a separation from service shall be paid until 409A, the later of six (6) months after Employee’s Separation Date of, if earlier, Employee’s death. All such payments provision will be accumulated and paid within thirty (30) days after the expiration of read in such delay period. However, it is intended a manner so that all payments to Employee will be hereunder are exempt from Section 409A to the maximum permissible extent, and for any payments where such construction is not tenable, that those payments comply with Section 409A to the maximum permissible extent. To the extent any payment under the this offer letter may be classified as a “short-term deferral” rule set forth within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. (v) Payments pursuant to this letter agreement (or referenced in this letter agreement) are intended to constitute separate payments for purposes of Section 1.409A-1(b)(41.409A-2(b)(2) of the Treasury Regulations and not likely to be delayed pursuant to this provision. Notwithstanding any other payment schedule set forth in this Agreement, none regulations under Section 409A of the Severance Benefits Code. (vi) For all purposes under Section 7 and any cross references to the benefits therein, your termination of your employment shall only mean a termination that constitutes a “separation from service” and will be paid or otherwise delivered prior determined consistent with the rules relating to a “separation from service” as such term is defined in Treasury Regulation Section 1.409A-1. You will only be eligible to receive the effective date benefits described in Section 7 if your termination of the Separation Date Release of all claims set forth employment constitutes a separation from service as Exhibit B hereto. All amounts payable under the Agreement will be subject to standard payroll taxes and deductions. Notwithstanding any other provision of this Agreement, the Company shall not be liable to Employee or any other person if payments under this Agreement fail to be exempt from, or compliant with, defined in Treasury Regulation Section 409A. Employee is solely responsible for the tax consequences of any payments hereunder1.409A-1.

Deferred Compensation. Notwithstanding anything to a. This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the contrary set forth herein, any payments and benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning requirements of Section 409A of the Code and applicable Internal Revenue Code of 1986, as amended Service guidance and Treasury Regulations issued thereunder (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) shall not commence in connection with Employee’s termination of employment unless and until Employee has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Employee without causing Employee to incur the additional 20% tax applicable transition relief under Section 409A. It is intended that each installment 409A of the Severance Benefits payments provided for Code). b. Notwithstanding anything in this Agreement is a separate to the contrary, to the extent that any amount or benefit that would constitute non-exempt “paymentdeferred compensation” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments 409A of the Severance Benefits set forth Code would otherwise be payable or distributable hereunder by reason of Executive’s termination of employment, such amount or benefit will not be payable or distributable to Executive by reason of such circumstance unless (i) the circumstances giving rise to such termination of employment meet any description or definition of "separation from service" in this Agreement satisfySection 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definitions), to or (ii) the greatest extent possible, the exemptions payment or distribution of such amount or benefit would be exempt from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9)of the Code by reason of the short-term deferral exemption or otherwise. If Employee this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service,” or such later date as may be required by the following paragraph. c. If any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) (as defined in Section 409A of the CodeCode and applicable regulations), no Severance Benefit payments that are nonqualified deferred compensation subject to Section 409A and are triggered by a separation from service then payment or commencement of such non-exempt amounts or benefits shall be paid delayed until the later earlier of six (6i) months after Employee’s Separation Date of, if earlier, Employee’s death. All such payments will be accumulated and paid within thirty (30) days after following Executive’s death or (ii) the expiration of such delay period. However, it is intended that payments to Employee will be exempt from Section 409A under the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) first day of the Treasury Regulations and not likely to be delayed pursuant to seventh month following Executive’s separation from service. d. The provisions of this provision. Notwithstanding any other payment schedule set forth in this Agreement, none of Section shall survive the Severance Benefits will be paid or otherwise delivered prior to the effective date of the Separation Date Release of all claims set forth as Exhibit B hereto. All amounts payable under the Agreement will be subject to standard payroll taxes and deductions. Notwithstanding any other provision termination of this Agreement, the Company shall not be liable to Employee or any other person if payments under this Agreement fail to be exempt from, or compliant with, Section 409A. Employee is solely responsible for the tax consequences of any payments hereunder.

Deferred Compensation. Notwithstanding anything to This Letter Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the contrary set forth herein, any payments and benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations applicable Internal Revenue Service guidance and other guidance Treasury Regulations issued thereunder (and any state law of similar effect (collectively “Section 409A”) shall not commence in connection with Employee’s termination of employment unless and until Employee has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Employee without causing Employee to incur the additional 20% tax applicable transition relief under Section 409A. It is intended that each installment 409A of the Severance Benefits payments provided for Code). Notwithstanding anything in this Letter Agreement is a separate to the contrary, to the extent that any amount or benefit that would constitute non-exempt “paymentdeferred compensation” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments 409A of the Severance Benefits set forth Code would otherwise be payable or distributable hereunder by reason of your termination of employment, such amount or benefit will not be payable or distributable to you by reason of such circumstance unless (i) the circumstances giving rise to such termination of employment meet any description or definition of "separation from service" in this Agreement satisfySection 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definitions), to or (ii) the greatest extent possible, the exemptions payment or distribution of such amount or benefit would be exempt from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9)of the Code by reason of the short-term deferral exemption or otherwise. If Employee is this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service,” or such later date as may be required by the following paragraph. If any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Letter Agreement by reason of your separation from service during a period in which you are a “specified employee” within the meaning of 409A(a)(2)(B)(i) (as defined in Section 409A of the CodeCode and applicable regulations), no Severance Benefit payments that are nonqualified deferred compensation subject to Section 409A and are triggered by a separation from service then payment or commencement of such non-exempt amounts or benefits shall be paid delayed until the later earlier of six (6i) months after Employee’s Separation Date of, if earlier, Employee’s death. All such payments will be accumulated and paid within thirty (30) days after following your death or (ii) the expiration of such delay period. However, it is intended that payments to Employee will be exempt from Section 409A under the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) first day of the Treasury Regulations and not likely to be delayed pursuant to this provisionseventh month following your separation from service. Notwithstanding any other payment schedule set forth in this Agreement, none of the Severance Benefits will be paid or otherwise delivered prior to the effective date of the Separation Date Release of all claims set forth as Exhibit B hereto. All amounts payable under the Agreement will be subject to standard payroll taxes and deductions. Notwithstanding any other provision The provisions of this Section shall survive the termination of this Letter Agreement, the Company shall not be liable to Employee or any other person if payments under this Agreement fail to be exempt from, or compliant with, Section 409A. Employee is solely responsible for the tax consequences of any payments hereunder.

Deferred Compensation. Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) shall not commence in connection with EmployeeExecutive’s termination of employment unless and until Employee Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Employee Executive without causing Employee Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). If Employee Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, no any Severance Benefit payments that are nonqualified deferred compensation subject to Section 409A and are triggered by a separation from service shall be paid until accelerated to the later minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months after Employee’s Separation Date ofof such installment payments are paid no later than March 15 of the calendar year following such termination, if earlier, Employee’s death. All such and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be accumulated and paid within thirty (30payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) days after of the expiration of such delay periodTreasury Regulations. However, it It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code since payments to Employee Executive will either be exempt from Section 409A under payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations and or will not likely to be delayed pursuant to this provisionpaid until at least 6 months after separation from service. Notwithstanding any other payment schedule set forth in this Agreement, none of the Severance Benefits will be paid or otherwise delivered prior to the effective date of the Separation Date Release of all claims set forth as Exhibit B hereto. On the first regular payroll pay day following the effective date of the Separation Date Release of all claims, the Company will pay Executive the Severance Benefits Executive would otherwise have received under the Agreement on or prior to such date but for the delay in payment related to the effectiveness of the release of claims, with the balance of the Severance Benefits being paid as originally scheduled. All amounts payable under the Agreement will be subject to standard payroll taxes and deductions. Notwithstanding any other provision of this Agreement, the Company shall not be liable to Employee or any other person if payments under this Agreement fail to be exempt from, or compliant with, Section 409A. Employee is solely responsible for the tax consequences of any payments hereunder.”

Deferred Compensation. Notwithstanding anything (i) To the extent (i) any payments to the contrary set forth which you become entitled under this letter agreement, or any agreement or plan referenced herein, any payments and benefits provided under this Agreement (in connection with your termination of employment with the “Severance Benefits”) that Company constitute “deferred compensation” within the meaning of compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) you are deemed at the regulations and other guidance thereunder and any state law time of similar effect (collectively “Section 409A”) shall not commence in connection with Employee’s such termination of employment unless and to be a “specified” employee under Section 409A of the Code, then such payment or payment shall not be made or commence until Employee has also incurred a the earlier of (i) the expiration of the six (6)-month period measured from the date of your “separation from service” (as such term is at the time defined in Treasury Regulation regulations under Section 1.409A-1(h409A of the Code) with the Company; or (“Separation From Service”)ii) the date of your death following such separation from service; provided, unless the Company reasonably determines however, that such amounts may deferral shall only be provided effected to Employee the extent required to PRONAI THERAPEUTICS, INC. OFFER LETTER - 5 avoid adverse tax treatment to you, including (without causing Employee to incur limitation) the additional twenty percent (20% %) tax for which you would otherwise be liable under Section 409A. It is intended that each installment 409A(a)(1)(B) of the Severance Benefits payments provided Code in the absence of such deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between your termination of employment and the first payment date but for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. (ii) For purposes of this letter agreement or any agreement or plan referenced herein, and notwithstanding any other provision herein, with respect to any payment that is subject to (and not exempt from) Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4)of the Code, 1.409A-1(b)(5) no payment shall be made upon disability or terminal illness unless and 1.409A-1(b)(9). If Employee is until such condition qualifies as a “specified employeeDisability” within the meaning of 409A(a)(2)(B)(iSection 409A of the Code and Section 1.409A-3(i)(4) of the regulations thereunder. (iii) Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this letter agreement (or otherwise referenced herein) is determined to be subject to (and not exempt from) Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement or in kind benefits to be provided in any other calendar year, in no Severance Benefit payments that are nonqualified deferred compensation event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which you incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. (iv) To the extent that any provision of this letter agreement is ambiguous as to its exemption or compliance with Section 409A and are triggered by a separation from service shall be paid until 409A, the later of six (6) months after Employee’s Separation Date of, if earlier, Employee’s death. All such payments provision will be accumulated and paid within thirty (30) days after the expiration of read in such delay period. However, it is intended a manner so that all payments to Employee will be hereunder are exempt from Section 409A to the maximum permissible extent, and for any payments where such construction is not tenable, that those payments comply with Section 409A to the maximum permissible extent. To the extent any payment under the this offer letter may be classified as a “short-term deferral” rule set forth within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. (v) Payments pursuant to this letter agreement (or referenced in this letter agreement) are intended to constitute separate payments for purposes of Section 1.409A-1(b)(41.409A-2(b)(2) of the Treasury Regulations and not likely to be delayed pursuant to this provision. Notwithstanding any other payment schedule set forth in this Agreement, none regulations under Section 409A of the Severance Benefits Code. (vi) For all purposes under Section 6 and any cross references to the benefits therein, your termination of your employment shall only mean a termination that constitutes a “separation from service” and will be paid or otherwise delivered prior determined consistent with the rules relating to a “separation from service” as such term is defined in Treasury Regulation Section 1.409A-1. You will only be eligible to receive the effective date benefits described in Section 6 if your termination of the Separation Date Release of all claims set forth employment constitutes a separation from service as Exhibit B hereto. All amounts payable under the Agreement will be subject to standard payroll taxes and deductions. Notwithstanding any other provision of this Agreement, the Company shall not be liable to Employee or any other person if payments under this Agreement fail to be exempt from, or compliant with, defined in Treasury Regulation Section 409A. Employee is solely responsible for the tax consequences of any payments hereunder1.409A-1.

Deferred Compensation. Notwithstanding anything in this Agreement to the contrary set forth hereincontrary, any payments and benefits provided under no amount deemed deferred compensation subject to Section 409A that is designated to be paid upon the Employee’s termination of employment shall be payable pursuant to this Agreement (unless the Employee’s termination of employment constitutes a “Severance Benefits”) that constitute “deferred compensationseparation from service” with the Company within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) shall not commence in connection with Employee’s termination of employment unless and until Employee has also incurred a “separation Separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Employee without causing Employee to incur the additional 20% tax under Section 409A. It is intended that each installment of the Severance Benefits payments provided for . Notwithstanding anything in this Agreement to the contrary, if the Employee is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For deemed by the avoidance of doubt, it is intended that payments Company at the time of the Severance Benefits set forth in this Agreement satisfy, Employee’s Separation from Service to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). If Employee is be a “specified employee” within for purposes of Section 409A, to the meaning extent delayed commencement of 409A(a)(2)(B)(i) any portion of the Codebenefits to which the Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, no Severance Benefit payments that are nonqualified deferred compensation subject such portion of the Employee’s benefits shall not be provided to Section 409A and are triggered by a separation the Employee prior to the earlier of (A) the expiration of the six-month period measured from service shall be paid until the later date of six (6) months after the Employee’s Separation Date of, if earlier, from Service with the Company or (B) the date of the Employee’s death. All such payments will be accumulated and paid within thirty (30) days after Upon the first business day following the expiration of such delay period. However, it is intended that payments to Employee will be exempt from the applicable Section 409A under the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations and not likely to be delayed period, all payments deferred pursuant to this provision. Notwithstanding any other payment schedule set forth in this Agreement, none of the Severance Benefits preceding sentence will be paid or otherwise delivered prior in a lump-sum to the effective date Employee (or the Employee’s estate or beneficiaries), and any remaining payments due to the Employee under this Agreement shall be paid as otherwise provided herein. For purposes of the Separation Date Release of all claims set forth as Exhibit B hereto. All amounts payable under the Agreement will be subject to standard payroll taxes and deductions. Notwithstanding any other provision of this AgreementSection 409A, the Company shall not be liable Employee’s right to Employee or receive any other person if installment payments under this Agreement fail will be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be exempt from, or compliant with, Section 409A. Employee is solely responsible for the tax consequences of any payments hereunderconsidered a separate and distinct payment.

Deferred Compensation. Notwithstanding anything It is intended that (i) each installment of any amounts or benefits payable under Section 8 of this Agreement be regarded as a separate “payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i) (and each such installment is hereby designated as separate for such purpose), (ii) all payments of any such amounts or benefits satisfy, to the contrary set forth hereingreatest extent possible, any payments and benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within exemptions from the meaning application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) shall not commence in connection with Employee’s termination of employment unless and until Employee has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that as provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(iii); and (iii) any such amounts may be provided to Employee without causing Employee to incur the additional 20% tax or benefits consisting of premiums payable under Section 409A. It is intended that each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement COBRA also satisfy, to the greatest extent possible, the exemptions exemption from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9Regulations Section 1.409A-1(b)(9)(v). If Employee is However, if any such amounts or benefits constitute “deferred compensation” under Section 409A and if you are a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the CodeCompany, no Severance Benefit as such term is defined in Section 409A(a)(2)(B)(i), then, solely to the extent necessary to avoid the imposition of the adverse personal tax consequences under Section 409A, the timing of any such benefit payments that as to which you are nonqualified deferred compensation subject to Section 409A and are triggered by a separation from service entitled shall be paid until delayed as follows: on the later earlier to occur of (a) the date that is six (6) months and one (1) day after Employee’s Separation Date ofyour separation from service and (b) the date of your death (such applicable date, if earlier, Employee’s death. All such payments will be accumulated and paid within thirty (30) days after the expiration of such delay period. However, it is intended that payments to Employee will be exempt from Section 409A under the “short-term deferral” rule set forth in Section 1.409A-1(b)(4Delayed Initial Payment Date”), the Company shall (1) pay you a lump sum amount equal to the sum of the Treasury Regulations and benefit payments that you would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the benefits had not likely to be been delayed pursuant to this provisionSection 10 and (2) commence paying the balance, if any, of the benefits in accordance with the applicable payment schedule. Notwithstanding any other payment schedule set forth in this This Agreement, none together with the Confidentiality Agreement, sets for the entire agreement and understanding between you and the Company relating to your employment and supersedes all prior agreements, understandings and discussions between you and the Company, including without limitation the Employment Agreement between you and the Company dated January 3, 2006. For the avoidance of doubt, the Confidentiality Agreement remains in full force and effect, in accordance with its terms. This letter may not be modified or amended except by a written agreement, signed by the Chief Executive Officer of the Severance Benefits will be paid or otherwise delivered prior to the effective date of the Separation Date Release of all claims set forth as Exhibit B hereto. All amounts payable under the Agreement will be subject to standard payroll taxes and deductions. Notwithstanding any other provision of this AgreementCompany, although the Company shall not be liable reserves the right to Employee or any modify unilaterally your compensation, benefits, job title and duties, reporting relationships and other person if payments under this Agreement fail terms of your employment. We are pleased to be exempt fromoffer you these employment terms. Sincerely, or compliant with, Section 409A. Employee is solely responsible for the tax consequences of any payments hereunder./s/ Xxxxx X. Xxxxx Xxxxx X. Xxxxx President and CEO

Deferred Compensation. Notwithstanding anything It is intended that (i) each installment of any amounts or benefits payable under Section 10 of this Agreement be regarded as a separate “payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i) (and each such installment is hereby designated as separate for such purpose), (ii) all payments of any such amounts or benefits satisfy, to the contrary set forth hereingreatest extent possible, any payments and benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within exemptions from the meaning application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) shall not commence in connection with Employee’s termination of employment unless and until Employee has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that as provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(iii); and (iii) any such amounts may be provided to Employee without causing Employee to incur the additional 20% tax or benefits consisting of premiums payable under Section 409A. It is intended that each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement COBRA also satisfy, to the greatest extent possible, the exemptions exemption from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9Regulations Section 1.409A-1(b)(9)(v). If Employee is However, if any such amounts or benefits constitute “deferred compensation” under Section 409A and if you are a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the CodeCompany, no Severance Benefit as such term is defined in Section 409A(a)(2)(B)(i), then, solely to the extent necessary to avoid the imposition of the adverse personal tax consequences under Section 409A, the timing of any such benefit payments that as to which you are nonqualified deferred compensation subject to Section 409A and are triggered by a separation from service entitled shall be paid until delayed as follows: on the later earlier to occur of (a) the date that is six (6) months and one (1) day after Employee’s Separation Date ofyour separation from service and (b) the date of your death (such applicable date, if earlier, Employee’s death. All such payments will be accumulated and paid within thirty (30) days after the expiration of such delay period. However, it is intended that payments to Employee will be exempt from Section 409A under the “short-term deferral” rule set forth in Section 1.409A-1(b)(4Delayed Initial Payment Date”), the Company shall (1) pay you a lump sum amount equal to the sum of the Treasury Regulations and benefit payments that you would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the benefits had not likely to be been delayed pursuant to this provisionSection 12 and (2) commence paying the balance, if any, of the benefits in accordance with the applicable payment schedule. Notwithstanding any other payment schedule set forth in this This Agreement, none together with the Confidentiality Agreement, sets for the entire agreement and understanding between you and the Company relating to your employment and supersedes all prior agreements, understandings and discussions between you and the Company, including, without limitation, the Prior Agreement. This letter may not be modified or amended except by a written agreement, signed by the Chief Executive Officer of the Severance Benefits will be paid or otherwise delivered prior to the effective date of the Separation Date Release of all claims set forth as Exhibit B hereto. All amounts payable under the Agreement will be subject to standard payroll taxes and deductions. Notwithstanding any other provision of this AgreementCompany, although the Company shall not be liable reserves the right to Employee or any modify unilaterally your compensation, benefits, job title and duties, reporting relationships and other person if payments under this Agreement fail to be exempt fromterms of your employment. Sincerely, or compliant with/s/ Xxxxx X. Xxxxx Xxxxx X. Xxxxx President and CEO /s/ Xxxx XxXxxx Signature April 15, Section 409A. Employee is solely responsible for the tax consequences of any payments hereunder.2016 Date EXHIBIT A

Deferred Compensation. Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) shall not commence in connection with EmployeeExecutive’s termination of employment unless and until Employee Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Employee Executive without causing Employee Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). If Employee is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, no Severance Benefit payments that are nonqualified deferred compensation subject to Section 409A and are triggered by a separation from service shall be paid until the later of six (6) months after Employee’s Separation Date of, if earlier, or Employee’s death. All such payments will be accumulated and paid within thirty (30) days after the expiration of such delay period. However, it is intended that payments to Employee will be exempt from Section 409A under the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations and not likely to be delayed pursuant to this provision. Notwithstanding any other payment schedule set forth in this Agreement, none of the Severance Benefits will be paid or otherwise delivered prior to the effective date of the Separation Date Release of all claims set forth as Exhibit B hereto. All amounts payable under the Agreement will be subject to standard payroll taxes and deductions. Notwithstanding any other provision of this Agreement, the Company shall not be liable to Employee or any other person if payments under this Agreement fail to be exempt from, or compliant with, Section 409A. Employee is solely responsible for the tax consequences of any payments hereunder.

Deferred Compensation. Notwithstanding anything It is intended that (i) each installment of any amounts or benefits payable under Section 10 of this Agreement be regarded as a separate “payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i) (and each such installment is hereby designated as separate for such purpose), (ii) all payments of any such amounts or benefits satisfy, to the contrary set forth hereingreatest extent possible, any payments and benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within exemptions from the meaning application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) shall not commence in connection with Employee’s termination of employment unless and until Employee has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that as provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(iii); and (iii) any such amounts may be provided to Employee without causing Employee to incur the additional 20% tax or benefits consisting of premiums payable under Section 409A. It is intended that each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement COBRA also satisfy, to the greatest extent possible, the exemptions exemption from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9Regulations Section 1.409A-1(b)(9)(v). If Employee is However, if any such amounts or benefits constitute “deferred compensation” under Section 409A and if you are a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the CodeCompany, no Severance Benefit as such term is defined in Section 409A(a)(2)(B)(i), then, solely to the extent necessary to avoid the imposition of the adverse personal tax consequences under Section 409A, the timing of any such benefit payments that as to which you are nonqualified deferred compensation subject to Section 409A and are triggered by a separation from service entitled shall be paid until delayed as follows: on the later earlier to occur of (a) the date that is six (6) months and one (1) day after Employee’s Separation Date ofyour separation from service and (b) the date of your death (such applicable date, if earlier, Employee’s death. All such payments will be accumulated and paid within thirty (30) days after the expiration of such delay period. However, it is intended that payments to Employee will be exempt from Section 409A under the “short-term deferral” rule set forth in Section 1.409A-1(b)(4Delayed Initial Payment Date”), the Company shall (1) pay you a lump sum amount equal to the sum of the Treasury Regulations and benefit payments that you would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the benefits had not likely to be been delayed pursuant to this provisionSection 12 and (2) commence paying the balance, if any, of the benefits in accordance with the applicable payment schedule. This Agreement, together with the Confidentiality Agreement, sets for the entire agreement and understanding between you and the Company relating to your employment and supersedes all prior agreements, understandings and discussions between you and the Company, including, without limitation, the Prior Agreement. This letter may not be modified or amended except by a written agreement, signed by the Chief Executive Officer of the Company, although the Company reserves the right to modify unilaterally your compensation, benefits, job title and duties, reporting relationships and other terms of your employment. Sincerely, /s/ Xxxxx X. Xxxxx Xxxxx X. Xxxxx President and CEO UNDERSTOOD, ACCEPTED AND AGREED: Xxxx XxXxxx /s/ Xxxx XxXxxx Signature April 15, 2016 Date In exchange for the General Severance Benefits, the Change of Control Severance Benefits, and/or the Full Acceleration, as applicable, to be provided to me pursuant to the Amended and Restated Employment Agreement dated April 15, 2016 (the “Agreement”) between me and Carbylan Therapeutics, Inc. (the “Company”), I hereby provide the following release of claims (the “Release”). In exchange for the severance pay and benefits provided to me under the Agreement, to which I acknowledge I would not otherwise be entitled, and for other good and valuable consideration, the receipt and sufficiency of which I hereby acknowledge, I hereby generally and completely release the Company, its parent and subsidiary entities, and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, predecessors, successors, insurers, employee benefit plans, affiliates, and assigns (collectively, the “Released Parties”) of and from any and all claims, liabilities and obligations, both known and unknown, arising out of or in any way related to events, acts, conduct, or omissions occurring at any time prior to or at the time that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (1) all claims arising out of or in any way related to my employment with the Company (or its successor) or the termination of that employment; (2) all claims related to my compensation or benefits, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing (including, but not limited to, any claims based on or arising from the Agreement); (4) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (5) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act (as amended) (“ADEA”), the federal Family and Medical Leave Act (as amended) (“FMLA”), the California Family Rights Act (“CFRA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (1) any rights or claims for indemnification I may have pursuant to any written indemnification agreement with the Company to which I am a party, the charter, bylaws, or operating agreements of the Company, applicable law, or applicable directors and officers liability insurance; (2) any rights or claims which are not waivable as a matter of law; and (3) any claims for breach of the Agreement arising after the date that I sign this Release. In addition, nothing in this Release prevents me from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, the California Department of Fair Employment and Housing, or any other payment schedule government agency, except that I acknowledge and agree that I am hereby waiving my right to any monetary benefits in connection with any such claim, charge or proceeding. I represent that I have no lawsuits, claims or actions pending in my name, or on behalf of any other person or entity, against any of the Released Parties. The following paragraph shall apply to me only if I am forty (40) years old or older as of the date that I sign this Release: I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA, and that the consideration given for the waiver and release in the preceding paragraph is in addition to anything of value to which I am already entitled. I further acknowledge that I have been advised by this writing that: (1) my waiver and release do not apply to any rights or claims that may arise after the date I sign this Release; (2) I have been advised to consult with an attorney prior to signing this Release (although I may choose voluntarily not to do so) and I have had sufficient opportunity to do so; (3) I have twenty-one (21) days to consider this Release (although I may choose voluntarily to sign it earlier); (4) I have seven (7) days following the date I sign this Release to revoke it by providing written notice of revocation to the Company’s Board of Directors; and (5) this Release will not be effective until the date upon which the revocation period has expired, which will be the eighth calendar day after the date I sign it if I do not revoke it (such date, the “Effective Date”). The following paragraph shall apply to me only if I am less than forty (40) years old as of the date that I sign this Release: I understand that I have fourteen (14) days to consider this Release (although I may choose voluntarily to sign it earlier), the Release will become effective as of the date that I sign it (such date, the “Effective Date”), and I do not have the right to revoke this Release after signing it. I UNDERSTAND THAT THIS RELEASE AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. I acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law or legal principle of similar effect in any jurisdiction with respect to my release of claims herein, including but not limited to the release of unknown and unsuspected claims. I hereby represent that I have been paid all compensation owed and for all time worked, I have received all the leave and leave benefits and protections for which I am eligible, pursuant to FMLA, CFRA, any Company policy or applicable law, and I have not suffered any on-the-job injury or illness for which I have not already filed a workers’ compensation claim. I further agree: (1) not to disparage the Company, or any of the other Released Parties, in any manner likely to be harmful to its or their business, business reputation, or personal reputation (although I may respond accurately and fully to any question, inquiry or request for information as required by legal process); (2) not to voluntarily (except in response to legal compulsion) assist any third party in bringing or pursuing any proposed or pending litigation, arbitration, administrative claim or other formal proceeding against the Company, its parent or subsidiary entities, affiliates, officers, directors, employees or agents; and (3) to cooperate fully with the Company, by voluntarily (without legal compulsion) providing accurate and complete information, in connection with the Company’s actual or contemplated defense, prosecution, or investigation of any claims or demands by or against third parties, or other matters, arising from events, acts, or failures to act that occurred during the period of my employment by the Company or any successor thereto. I understand that, upon the Effective Date, this Release will take effect as a legally binding agreement between me and the Company. This Release sets for the entire agreement and understanding between the Company and me relating to the matters set forth herein and supersedes all prior and contemporaneous agreements, understandings and discussions concerning such matters, whether express or implied. This Release may not be modified or amended except by a written agreement, signed by the Chief Executive Officer of the Company and me. By: [Name] Date: This Amendment (“Amendment”) to the Amended and Restated Employment Agreement, dated April 15, 2016, by and between Carbylan Therapeutics, Inc. (“Carbylan”) and Executive (the “Agreement”), is made and entered into as of November 21, 2016, by and among Xxxx XxXxxx (“Executive”) and KalVista Pharmaceuticals Inc., the successor of Carbylan (the “Company”), which will be assuming the obligations set forth in this the Agreement, none as modified by this Amendment, upon the close of the Severance Benefits will be paid or otherwise delivered prior to the effective date share purchase transaction between Carbylan and KalVista Pharmaceuticals Ltd (“KalVista”). A copy of the Separation Date Release Agreement with all of all claims set forth its exhibits is attached hereto as Exhibit B hereto1. All amounts payable under Capitalized terms used but not defined herein shall have the Agreement will be subject meanings ascribed to standard payroll taxes and deductions. Notwithstanding any other provision of this them in the Agreement, the Company shall not be liable to Employee or any other person if payments under this Agreement fail to be exempt from, or compliant with, Section 409A. Employee is solely responsible for the tax consequences of any payments hereunder.

Deferred Compensation. Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement (the “"Severance Benefits”") that constitute “"deferred compensation” " within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “"Code”") and the regulations and other guidance thereunder and any state law of similar effect (collectively “"Section 409A”") shall not commence in connection with Employee’s 's termination of employment unless and until Employee has also incurred a “"separation from service” " (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“"Separation From Service”"), unless the Company reasonably determines that such amounts may be provided to Employee without causing Employee to incur the additional 20% tax under Section 409A. It is intended that each installment of the Severance Benefits payments provided for in this Agreement is a separate “"payment” " for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i1.409A2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). If Employee is a “"specified employee” " within the meaning of 409A(a)(2)(B)(i) of the Code, no any Severance Benefit payments that are nonqualified deferred compensation subject to Section 409A and are triggered by a separation from service shall be paid until accelerated to the later minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months after Employee’s Separation Date ofof such installment payments are paid no later than March 15 of the calendar year following such termination, if earlier, Employee’s death. All such and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be accumulated and paid within thirty (30payable pursuant to the "short-term deferral" rule set forth in Section 1.409A-1(b)(4) days after of the expiration of such delay periodTreasury Regulations. However, it It is intended that if Employee is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code since payments to Employee will either be exempt from Section 409A under payable pursuant to the “"short-term deferral” " rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations and or will not likely to be delayed pursuant to this provisionpaid until at least 6 months after separation from service. Notwithstanding any other payment schedule set forth in this Agreement, none of the Severance Benefits will be paid or otherwise delivered prior to the effective date of the Separation Date Release of all claims set forth as Exhibit B hereto. On the first regular payroll pay day following the effective date of the Separation Date Release of all claims, the Company will pay Employee the Severance Benefits Employee would otherwise have received under the Agreement on or prior to such date but for the delay in payment related to the effectiveness of the release of claims, with the balance of the Severance Benefits being paid as originally scheduled. All amounts payable under the Agreement will be subject to standard payroll taxes and deductions. Notwithstanding any In the event that the payments or other provision of benefits provided for in this Agreement, the Company shall not be liable Agreement or otherwise payable to Employee or any other person if payments (i) constitute "parachute payments" within the meaning of Section 280G of the Code, and (ii) would be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then Employee's benefits under this Agreement fail shall be either (a) delivered in full, or (b) delivered to such lesser extent which would result in no portion of such benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Employee on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in payments or benefits constituting "parachute payments" is necessary pursuant to the foregoing provision, reduction shall occur in the following order: reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. If acceleration of vesting of stock award compensation is to be exempt fromreduced, or compliant with, Section 409A. Employee is solely responsible for such acceleration of vesting shall be cancelled in the tax consequences reverse order of any payments hereunderthe date of grant of the Employee's stock awards.

Deferred Compensation. Notwithstanding anything to (a) The intent of the contrary set forth herein, any parties is that payments and benefits provided under this Agreement (are exempt from the “Severance Benefits”requirements of Code section 409A because they are short term deferrals under Treas. Reg. Sec. 1.409A-l(b)(4) that constitute “deferred compensation” or payments under a separation pay plan within the meaning of Section Treas. Reg. Sec. l.409A-l(b)(9) and this Agreement will be construed and administered in a manner consistent with such intent. To the extent any payment or benefits are not exempt from the requirements of Code section 409A of the Internal Revenue they will comply in form and operation with Code of 1986, as amended (the “Code”) section 409A and the regulations and other guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered in a manner to be in compliance therewith. (b) A termination of employment will not be deemed to have occurred for purposes of any state law provision of similar effect (collectively “Section 409A”) shall not commence in connection with Employee’s this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless and until Employee has such termination is also incurred a “"separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Employee without causing Employee to incur the additional 20% tax under Section 409A. It is intended that each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). If Employee is a “specified employee” " within the meaning of 409A(a)(2)(B)(iCode section 409A and, for purposes of any such provision of this Agreement, references to a "termination," "termination of employment," "resignation" or like terms will mean "separation from service." The parties acknowledge that in determining whether a separation from service has occurred, the rules of Treas. Reg. Sec. l.409A-1(h)(5), concerning "dual status" employee directors, will apply. (c) Severance payments are intended to constitute separate payments for purposes of Treas. Reg. Sec. 1.409A-2(b)(2), and to be subject to the distribution requirements of Code section 409A(a)(2)(A) of the Code, no Severance Benefit including, without limitation, the requirement of Code section 409A(a)(2)(B)(i) that payments that are nonqualified deferred compensation subject to Section 409A and are triggered by due on account of a "separation from service shall service" be paid delayed until the later of six (6) months after Employee’s Separation Date ofsuch separation (or, if earlier, Employee’s upon death. All such payments will be accumulated and paid ) if Executive is a "specified employee" within thirty (30) days after the expiration meaning of the aforesaid Section of the Code at the time of such delay period. However, it is intended that payments to Employee will be exempt from Section 409A under the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations and not likely to be delayed pursuant to this provision. Notwithstanding any other payment schedule set forth in this Agreement, none of the Severance Benefits will be paid or otherwise delivered prior to the effective date of the Separation Date Release of all claims set forth as Exhibit B hereto. All amounts payable under the Agreement will be subject to standard payroll taxes and deductions. Notwithstanding any other provision of this Agreement, the Company shall not be liable to Employee or any other person if payments under this Agreement fail to be exempt from, or compliant with, Section 409A. Employee is solely responsible for the tax consequences of any payments hereunderseparation.

Deferred Compensation. Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) shall not commence in connection with Employee’s termination of employment unless and until Employee has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Employee without causing Employee to incur the additional 20% tax under Section 409A. It is intended that each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i1.409A2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). If Employee is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, no any Severance Benefit payments that are nonqualified deferred compensation subject to Section 409A and are triggered by a separation from service shall be paid until accelerated to the later minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months after Employee’s Separation Date ofof such installment payments are paid no later than March 15 of the calendar year following such termination, if earlier, Employee’s death. All such and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be accumulated and paid within thirty (30payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) days after of the expiration of such delay periodTreasury Regulations. However, it It is intended that if Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code since payments to Employee will either be exempt from Section 409A under payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations and or will not likely to be delayed pursuant to this provisionpaid until at least 6 months after separation from service. Notwithstanding any other payment schedule set forth in this Agreement, none of the Severance Benefits will be paid or otherwise delivered prior to the effective date of the Separation Date Release of all claims set forth as Exhibit B hereto. On the first regular payroll pay day following the effective date of the Separation Date Release of all claims, the Company will pay Employee the Severance Benefits Employee would otherwise have received under the Agreement on or prior to such date but for the delay in payment related to the effectiveness of the release of claims, with the balance of the Severance Benefits being paid as originally scheduled. All amounts payable under the Agreement will be subject to standard payroll taxes and deductions. Notwithstanding any In the event that the payments or other provision of benefits provided for in this Agreement, the Company shall not be liable Agreement or otherwise payable to Employee or any other person if payments (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then Employee’s benefits under this Agreement fail shall be either (a) delivered in full, or (b) delivered to such lesser extent which would result in no portion of such benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Employee on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in payments or benefits constituting “parachute payments” is necessary pursuant to the foregoing provision, reduction shall occur in the following order: reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. If acceleration of vesting of stock award compensation is to be exempt fromreduced, or compliant with, Section 409A. Employee is solely responsible for such acceleration of vesting shall be cancelled in the tax consequences reverse order of any payments hereunderthe date of grant of the Employee’s stock awards.

Deferred Compensation. Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) shall not commence in connection with EmployeeExecutive’s termination of employment unless and until Employee Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Employee Executive without causing Employee Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). If Employee is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, no Severance Benefit payments that are nonqualified deferred compensation subject to Section 409A and are triggered by a separation from service shall be paid until the later of six (6) months after Employee’s Separation Date of, if earlier, Employee’s death. All such payments will be accumulated and paid within thirty (30) days after the expiration of such delay period. However, it is intended that payments to Employee will be exempt from Section 409A under the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations and not likely to be delayed pursuant to this provision. Notwithstanding any other payment schedule set forth in this Agreement, none of the Severance Benefits will be paid or otherwise delivered prior to the effective date of the Separation Date Release of all claims set forth as Exhibit B hereto. All amounts payable under the Agreement will be subject to standard payroll taxes and deductions. Notwithstanding any other provision of this Agreement, the Company shall not be liable to Employee or any other person if payments under this Agreement fail to be exempt from, or compliant with, Section 409A. Employee is solely responsible for the tax consequences of any payments hereunder.

Deferred Compensation. Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) shall not commence in connection with EmployeeExecutive’s termination of employment unless and until Employee Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Employee Executive without causing Employee Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). If Employee Executive is a “specified employee” within the meaning of 409A(a)(2)(B)(i) of the Code, no any Severance Benefit payments that are nonqualified deferred compensation subject to Section 409A and are triggered by a separation from service shall be paid until accelerated to the later minimum extent necessary so that (a) the lesser of (y) the total cash severance payment amount, or (z) six (6) months after Employee’s Separation Date ofof such installment payments are paid no later than March 15 of the calendar year following such termination, if earlier, Employee’s death. All such and (b) all amounts paid pursuant to the foregoing clause (a) will constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be accumulated and paid within thirty (30payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) days after of the expiration of such delay periodTreasury Regulations. However, it It is intended that if Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such separation from service the foregoing provision shall result in compliance with the requirements of Section 409A(a)(2)(B)(i) of the Code since payments to Employee Executive will either be exempt from Section 409A under payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations and or will not likely to be delayed pursuant to this provisionpaid until at least 6 months after separation from service. Notwithstanding any other payment schedule set forth in this Agreement, none of the Severance Benefits will be paid or otherwise delivered prior to the effective date of the Separation Date Release of all claims set forth as Exhibit B hereto. On the first regular payroll pay day following the effective date of the Separation Date Release of all claims, the Company will pay Executive the Severance Benefits Executive would otherwise have received under the Agreement on or prior to such date but for the delay in payment related to the effectiveness of the release of claims, with the balance of the Severance Benefits being paid as originally scheduled. All amounts payable under the Agreement will be subject to standard payroll taxes and deductions. Notwithstanding any other provision of this Agreement, the Company shall not be liable to Employee or any other person if payments under this Agreement fail to be exempt from, or compliant with, Section 409A. Employee is solely responsible for the tax consequences of any payments hereunder.

Deferred Compensation. Notwithstanding anything (i) To the extent (i) any payments to the contrary set forth which you become entitled under this letter agreement, or any agreement or plan referenced herein, any payments and benefits provided under this Agreement (in connection with your termination of employment with the “Severance Benefits”) that Company constitute “deferred compensation” within the meaning of compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) you are deemed at the regulations and other guidance thereunder and any state law time of similar effect (collectively “Section 409A”) shall not commence in connection with Employee’s such termination of employment unless and to be a “specified” employee under Section 409A of the Code, then such payment or payments shall not be made or commence until Employee has also incurred a the earlier of (i) the expiration of the six (6)-month period measured from the date of your “separation from service” (as such term is at the time defined in Treasury Regulation regulations under Section 1.409A-1(h409A of the Code) with the Company; or (“Separation From Service”)ii) the date of your death following such separation from service; provided, unless the Company reasonably determines however, that such amounts may deferral shall only be provided effected to Employee the extent required to avoid adverse tax treatment to you, including (without causing Employee to incur limitation) the additional twenty percent (20% %) tax for which you would otherwise be liable under Section 409A. It is intended that each installment 409A(a)(1)(B) of the Severance Benefits payments provided Code in the absence of such deferral. The first payment thereof will include a catch-up payment covering the amount that would have otherwise been paid during the period between your termination of employment and the first payment date but for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of this provision, and the balance of the installments (if any) will be payable in accordance with their original schedule. (ii) For purposes of this letter agreement or any agreement or plan referenced herein, and notwithstanding any other provision herein, with respect to any payment that is subject to (and not exempt from) Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4)of the Code, 1.409A-1(b)(5) no payment shall be made upon disability or terminal illness unless and 1.409A-1(b)(9). If Employee is until such condition qualifies as a “specified employeeDisability” within the meaning of 409A(a)(2)(B)(iSection 409A of the Code and Section 1.409A-3(i)(4) of the regulations thereunder. (iii) Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this letter agreement (or otherwise referenced herein) is determined to be subject to (and not exempt from) Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement or in kind benefits to be provided in any other calendar year, in no Severance Benefit payments that are nonqualified deferred compensation event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which you incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. (iv) To the extent that any provision of this letter agreement is ambiguous as to its exemption or compliance with Section 409A and are triggered by a separation from service shall be paid until 409A, the later of six (6) months after Employee’s Separation Date of, if earlier, Employee’s death. All such payments provision will be accumulated and paid within thirty (30) days after the expiration of read in such delay period. However, it is intended a manner so that all payments to Employee will be hereunder are exempt from Section 409A to the maximum permissible extent, and for any payments where such construction is not tenable, that those payments comply with Section 409A to the maximum permissible extent. To the extent any payment under the this offer letter may be classified as a “short-term deferral” rule set forth within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. (v) Payments pursuant to this letter agreement (or referenced in this letter agreement) are intended to constitute separate payments for purposes of Section 1.409A-1(b)(41.409A-2(b)(2) of the Treasury Regulations and not likely to be delayed pursuant to this provision. Notwithstanding any other payment schedule set forth in this Agreement, none regulations under Section 409A of the Severance Benefits Code. (vi) For all purposes under Section 7 and any cross references to the benefits therein, your termination of your employment shall only mean a termination that constitutes a “separation from service” and will be paid or otherwise delivered prior determined consistent with the rules relating to a “separation from service” as such term is defined in Treasury Regulation Section 1.409A-1. You will only be eligible to receive the effective date benefits described in Section 7 if your termination of the Separation Date Release of all claims set forth employment constitutes a separation from service as Exhibit B hereto. All amounts payable under the Agreement will be subject to standard payroll taxes and deductions. Notwithstanding any other provision of this Agreement, the Company shall not be liable to Employee or any other person if payments under this Agreement fail to be exempt from, or compliant with, defined in Treasury Regulation Section 409A. Employee is solely responsible for the tax consequences of any payments hereunder1.409A-1.