Common use of Entitlement to Severance Payments Clause in Contracts

Entitlement to Severance Payments. If the Executive’s employment shall terminate without Cause (pursuant to Section 5(a)(iv)) or for Good Reason (pursuant to Section 5(a)(v)), the Company shall: (i) Pay to the Executive, an amount equal to his then Annual Base Salary for the longer of one year or the remainder of the Initial Term (the “Severance Period”), with the total of such amount being referred to herein as the “Severance Compensation” ; provided, however, that in the event the Severance Compensation is considered “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), then the Company shall at its option either (a) pay the Executive in a lump sum the Severance Compensation, or (b) commence payments of his Severance Compensation on the six- month anniversary of the Date of Termination, in which case the Company shall pay the Executive in a lump sum one-half of his Annual Base Salary on the date of termination, with the remainder of any Severance Compensation being paid in accordance with the Company’s regular payroll practice for the Severance Period. (ii) Executive shall be entitled to continue coverage under the Company’s group health plan as required by Section 4980B of the Code (“COBRA”) and the Company’s group life plan for the one year period commencing on the Date of Termination. The Company shall pay Executive’s premium’s under COBRA until the earlier of (A) one year following the Date of Termination or (B) the date the Executive becomes eligible for coverage under another group health plan. (iii) Notwithstanding the terms or conditions of the Equity Plan or any stock option or other award agreement between the Company and the Executive, all such stock options or other awards shall become fully vested and exercisable as of the Date of Termination and shall remain exercisable until the earlier to occur of (A) the expiration of such stock option or other award pursuant to its terms or (B) the expiration of 90 days following the Date of Termination.

Entitlement to Severance Payments. If Subject to Section 6(b), if the Executive’s employment shall terminate terminates due to Executive’s death (pursuant to Section 5(a)(i)), pursuant to a termination without Cause (pursuant to Section 5(a)(iv)), due to Disability (pursuant to Section 5(a)(ii)) or resignation for Good Reason (pursuant to Section 5(a)(v)), then provided that the Company shall:Executive’s termination of employment constitutes a “separation from service” as defined under Treas. Reg. Section 1.409A-1(h): (i) Pay The Company shall pay/distribute the following severance payment (“Severance Payment”) to the Executive, or in the event of Executive’s death to Executive’s widow, if surviving, otherwise to his estate or legal representative: (a) an amount equal to his then Annual Base Salary for the longer of one year or the remainder of the Initial Term or one year, whichever is greater (the “Severance Period”), with payable over the total of such amount being referred to herein as Severance Period at the “Severance Compensation” ; provided, however, that same time and in the event the Severance Compensation is considered “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, same manner as amended (the “Code”), then the Company shall at its option either (a) pay the Executive in a lump sum the Severance Compensation, or (b) commence payments of his Severance Compensation on the six- month anniversary of the Date of Termination, in which case the Company shall pay the Executive in a lump sum one-half of his such Annual Base Salary on would have been paid if the date Executive had remained in active employment until the end of termination, with the remainder of any Severance Compensation being paid Period in accordance with the Company’s regular normal payroll practice for practices as in effect on the date of termination of the Executive’s employment and (b) an amount equal to the highest Annual Bonus paid to Executive during the preceding three (3) year period, or $550,000.00, whichever is greater, payable in a single installment within sixty (60) days of the Date of Termination. Notwithstanding the foregoing, if the Executive’s employment termination occurs (x) during any period when the Company is party to a binding agreement obligating the Company to enter into a transaction or series of transactions that, when consummated, will constitute a Change in Control or (y) on or within two years following the date of a Change in Control, then the Severance PeriodPayment shall be the greater of the amount of the Severance Payment determined in accordance with the immediately preceding sentence or an amount equal to the sum of (A) two (2) times the Base Rate of Pay as in effect immediately prior to the Date of Termination (disregarding any decrease in the Base Rate of Pay that provides a basis for Executive’s resignation for Good Reason) and (B) two (2) times the highest Annual Bonus paid to Executive during the preceding three (3) year period, which amount shall be paid in a single installment on the sixtieth (60th) day following the Date of Termination to the extent such payment does not result in the imposition of an excise tax under Section 409A of the Code and shall otherwise be paid as provided in this first sentence of this Section 6(a)(i). (ii) Executive shall be entitled to continue coverage under the Company’s group health plan as required by Section 4980B of the Code (“COBRA”) and the Company’s group life plan for the one year eighteen month period commencing on the Date of Termination. The Company shall pay Executive’s premium’s (and his eligible dependents) premiums under COBRA (except to the extent it results in a duplication of payments made to Executive under Section 6(a)(i) of this Agreement) until the earlier of (A) one year eighteen months following the Date of Termination or (B) the date the Executive becomes eligible for coverage under another group health planplan (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section 6(a)(ii), the Company shall pay the Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Executive’s payment of COBRA premiums. Nothing in this Agreement shall deprive the Executive of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. (iii) Notwithstanding the terms or conditions of the Equity Plan or any stock option or other award agreement between the Company and the Executive, all such granted and outstanding stock options or and other awards stock-based awards, including but not limited to the Restricted Stock Units, shall become fully vested and exercisable as of the Date of Termination and Termination, and, to the extent exercisable, shall remain exercisable until the earlier to occur of (A) the expiration of such stock option or other award pursuant to its terms or (B) the expiration of 90 days following the Date of Termination.

Entitlement to Severance Payments. If Subject to Section 6(b), if the Executive’s employment shall terminate terminates due to Executive’s death (pursuant to Section 5(a)(i)), pursuant to a termination without Cause (pursuant to Section 5(a)(iv)), due to Disability (pursuant to Section 5(a)(ii)) or resignation for Good Reason (pursuant to Section 5(a)(v)), then provided that the Company shall:Executive’s termination of employment constitutes a “separation from service” as defined under Treas. Reg. Section 1.409A-1(h): (i) Pay The Company shall pay/distribute the following severance payment (“Severance Payment”) to the Executive, or in the event of Executive’s death to Executive’s widow, if surviving, otherwise to his estate or legal representative: (a) an amount equal to his then Annual Base Salary for the longer of one year or the remainder of the Initial Term or one year, whichever is greater (the “Severance Period”), with payable over the total of such amount being referred to herein as Severance Period at the “Severance Compensation” ; provided, however, that same time and in the event the Severance Compensation is considered “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, same manner as amended (the “Code”), then the Company shall at its option either (a) pay the Executive in a lump sum the Severance Compensation, or (b) commence payments of his Severance Compensation on the six- month anniversary of the Date of Termination, in which case the Company shall pay the Executive in a lump sum one-half of his such Annual Base Salary on would have been paid if the date Executive had remained in active employment until the end of termination, with the remainder of any Severance Compensation being paid Period in accordance with the Company’s regular normal payroll practice for practices as in effect on the date of termination of the Executive’s employment and (b) an amount equal to the highest Annual Bonus paid to Executive during the preceding three (3) year period, or $750,000.00, whichever is greater, payable in a single installment within sixty (60) days of the Date of Termination. Notwithstanding the foregoing, if the Executive’s employment termination occurs (x) during any period when the Company is party to a binding agreement obligating the Company to enter into a transaction or series of transactions that, when consummated, will constitute a Change in Control or (y) on or within two years following the date of a Change in Control, then the Severance PeriodPayment shall be the greater of the amount of the Severance Payment determined in accordance with the immediately preceding sentence or an amount equal to the sum of (A) two (2) times the Base Rate of Pay as in effect immediately prior to the Date of Termination (disregarding any decrease in the Base Rate of Pay that provides a basis for Executive’s resignation for Good Reason) and (B) two (2) times the highest Annual Bonus paid to Executive during the preceding three (3) year period, which amount shall be paid in a single installment on the sixtieth (60th) day following the Date of Termination to the extent such payment does not result in the imposition of an excise tax under Section 409A of the Code and shall otherwise be paid as provided in this first sentence of this Section 6(a)(i). (ii) Executive shall be entitled to continue coverage under the Company’s group health plan as required by Section 4980B of the Code (“COBRA”) and the Company’s group life plan for the one year eighteen month period commencing on the Date of Termination. The Company shall pay Executive’s premium’s (and his eligible dependents) premiums under COBRA (except to the extent it results in a duplication of payments made to Executive under Section 6(a)(i) of this Agreement) until the earlier of (A) one year eighteen months following the Date of Termination or (B) the date the Executive becomes eligible for coverage under another group health planplan (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section 6(a)(ii), the Company shall pay the Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Executive’s payment of COBRA premiums. Nothing in this Agreement shall deprive the Executive of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. (iii) Notwithstanding the terms or conditions of the Equity Plan or any stock option or other award agreement between the Company and the Executive, all such granted and outstanding stock options or and other awards stock-based awards, including but not limited to the Restricted Stock Units, shall become fully vested and exercisable as of the Date of Termination and Termination, and, to the extent exercisable, shall remain exercisable until the earlier to occur of (A) the expiration of such stock option or other award pursuant to its terms or (B) the expiration of 90 days following the Date of Termination.

Entitlement to Severance Payments. If Subject to Section 6(b), if the Executive’s employment shall terminate terminates due to Executive’s death (pursuant to Section 5(a)(i)), pursuant to a termination without Cause (pursuant to Section 5(a)(iv)), due to Disability (pursuant to Section 5(a)(ii)) or resignation for Good Reason (pursuant to Section 5(a)(v)), then provided that the Company shall:Executive’s termination of employment constitutes a “separation from service” as defined under Treas. Reg. Section 1.409A-1(h): (i) Pay The Company shall pay/distribute the following severance payment (“Severance Payment”) to the Executive, or in the event of Executive’s death to Executive’s widower, if surviving, otherwise to her estate or legal representative: (a) an amount equal to his her then Annual Base Salary for the longer of one year or the remainder of the Initial Term or one year, whichever is greater (the “Severance Period”), with payable over the total of such amount being referred to herein as Severance Period at the “Severance Compensation” ; provided, however, that same time and in the event the Severance Compensation is considered “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, same manner as amended (the “Code”), then the Company shall at its option either (a) pay the Executive in a lump sum the Severance Compensation, or (b) commence payments of his Severance Compensation on the six- month anniversary of the Date of Termination, in which case the Company shall pay the Executive in a lump sum one-half of his such Annual Base Salary on would have been paid if the date Executive had remained in active employment until the end of termination, with the remainder of any Severance Compensation being paid Period in accordance with the Company’s regular normal payroll practice for practices as in effect on the date of termination of the Executive’s employment and (b) an amount equal to the highest Annual Bonus paid to Executive during the preceding three (3) year period, or $750,000.00, whichever is greater, payable in a single installment within sixty (60) days of the Date of Termination. Notwithstanding the foregoing, if the Executive’s employment termination occurs (x) during any period when the Company is party to a binding agreement obligating the Company to enter into a transaction or series of transactions that, when consummated, will constitute a Change in Control or (y) on or within two years following the date of a Change in Control, then the Severance PeriodPayment shall be the greater of the amount of the Severance Payment determined in accordance with the immediately preceding sentence or an amount equal to the sum of (A) two (2) times the Base Rate of Pay as in effect immediately prior to the Date of Termination (disregarding any decrease in the Base Rate of Pay that provides a basis for Executive’s resignation for Good Reason) and (B) two (2) times the highest Annual Bonus paid to Executive during the preceding three (3) year period, which amount shall be paid in a single installment on the sixtieth (60th) day following the Date of Termination to the extent such payment does not result in the imposition of an excise tax under Section 409A of the Code and shall otherwise be paid as provided in this first sentence of this Section 6(a)(i). (ii) Executive shall be entitled to continue coverage under the Company’s group health plan as required by Section 4980B of the Code (“COBRA”) and the Company’s group life plan for the one year eighteen month period commencing on the Date of Termination. The Company shall pay Executive’s premium’s (and her eligible dependents) premiums under COBRA (except to the extent it results in a duplication of payments made to Executive under Section 6(a)(i) of this Agreement) until the earlier of (A) one year eighteen months following the Date of Termination or (B) the date the Executive becomes eligible for coverage under another group health planplan (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section 6(a)(ii), the Company shall pay the Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Executive’s payment of COBRA premiums. Nothing in this Agreement shall deprive the Executive of her rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. (iii) Notwithstanding the terms or conditions of the Equity Plan or any stock option or other award agreement between the Company and the Executive, all such granted and outstanding stock options or and other awards stock-based awards, including but not limited to the Restricted Stock Units, shall become fully vested and exercisable as of the Date of Termination and Termination, and, to the extent exercisable, shall remain exercisable until the earlier to occur of (A) the expiration of such stock option or other award pursuant to its terms or (B) the expiration of 90 days following the Date of Termination.

Entitlement to Severance Payments. If the Company terminates --------------------------------- Executive’s 's employment shall terminate without Cause (pursuant to Section 5(a)(iv)) or for Good Reason (pursuant to Section 5(a)(v)), the Company shall:): (i) Pay to the Executive, an amount equal to his then Annual Base Salary for the longer of one year or the remainder of the Initial Term (the “Severance Period”), with the total of such amount being referred to herein as the “Severance Compensation” ; provided, however, that in the event the Severance Compensation is considered “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), then the Company shall at its option either (a) pay the Executive in a lump sum the Severance Compensation, or (b) commence payments of his Severance Compensation on the six- month anniversary of the Date of Termination, in which case the The Company shall pay to the Executive in separation pay at a lump sum one-half of gross annualized rate equal to his Annual Base Salary on the date of terminationthen in effect, with the remainder of any Severance Compensation being paid in regular installments in accordance with the Company’s regular 's customary payroll practice practices during the period commencing on the Date of Termination and continuing for twelve (12) months thereafter (the "Severance Period"). However, the amount due Executive from the Company under this Section 6(a)(i) shall be reduced by the gross wages earned by Employee from alternative employment, and/or the net profit earned by Employee from the operation of a business, during the Severance Period. (ii) Executive shall be entitled to The Company shall, at its own expense, continue the Executive's coverage under all Company benefit plans and programs in which the Company’s group health plan as required by Section 4980B of the Code (“COBRA”) and the Company’s group life plan for the one year period commencing on Executive was participating immediately prior to the Date of Termination. The Company shall pay Executive’s premium’s under COBRA , to the extent permitted thereunder until the earlier of (A) one year following the Date expiration of Termination the Severance Period or (B) the date the Executive becomes has commenced new employment and has thereby become eligible for coverage comparable benefits. In the event that the Executive's participation in any such plan or program is not permitted, the Company shall arrange to provide the Executive with benefits substantially similar to those which the Executive would otherwise have been entitled to receive under another group health plansuch plans and programs. (iii) Notwithstanding The Company will agree that, notwithstanding the terms or conditions of the Equity Plan or any stock option or other award agreement between the Company and the Executive, all such stock options or other awards shall become fully vested and exercisable as of the Date of Termination and shall remain exercisable until the earlier to occur of (A) the expiration of such stock option or other award pursuant to its terms or (B) the expiration of 90 days following the Date of Termination. As a condition to the receipt of any of the severance compensation described in this Section, Executive must sign a comprehensive general release of all known and unknown claims against Company, its employees, shareholders, directors, officers, representatives and corporate affiliates arising from this Agreement or Executive's employment by Company.

Entitlement to Severance Payments. If Subject to Section 6(b), if the Executive’s employment shall terminate terminates due to Executive’s death (pursuant to Section 5(a)(i)), pursuant to a termination without Cause (pursuant to Section 5(a)(iv)), due to Disability (pursuant to Section 5(a)(ii)) or resignation for Good Reason (pursuant to Section 5(a)(v)), then provided that the Company shall:Executive’s termination of employment constitutes a “separation from service” as defined under Treas. Reg. Section 1.409A-1(h): (i) Pay The Company shall pay/distribute the following severance payment (“Severance Payment”) to the Executive, or in the event of Executive’s death to Executive’s widow, if surviving, otherwise to his estate or legal representative: (a) an amount equal to his then Annual Base Salary for the longer of one year or the remainder of the Initial Term or one year, whichever is greater (the “Severance Period”), with payable over the total of such amount being referred to herein as Severance Period at the “Severance Compensation” ; provided, however, that same time and in the event the Severance Compensation is considered “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, same manner as amended (the “Code”), then the Company shall at its option either (a) pay the Executive in a lump sum the Severance Compensation, or (b) commence payments of his Severance Compensation on the six- month anniversary of the Date of Termination, in which case the Company shall pay the Executive in a lump sum one-half of his such Annual Base Salary on would have been paid if the date Executive had remained in active employment until the end of termination, with the remainder of any Severance Compensation being paid Period in accordance with the Company’s regular normal payroll practice for practices as in effect on the date of termination of the Executive’s employment and (b) an amount equal to the highest Annual Bonus paid to Executive during the preceding three (3) year period, or $600,000.00, whichever is greater, payable in a single installment within sixty (60) days of the Date of Termination. Notwithstanding the foregoing, if the Executive’s employment termination occurs (x) during any period when the Company is party to a binding agreement obligating the Company to enter into a transaction or series of transactions that, when consummated, will constitute a Change in Control or (y) on or within two years following the date of a Change in Control, then the Severance PeriodPayment shall be the greater of the amount of the Severance Payment determined in accordance with the immediately preceding sentence or an amount equal to the sum of (A) two (2) times the Base Rate of Pay as in effect immediately prior to the Date of Termination (disregarding any decrease in the Base Rate of Pay that provides a basis for Executive’s resignation for Good Reason) and (B) two (2) times the highest Annual Bonus paid to Executive during the preceding three (3) year period, which amount shall be paid in a single installment on the sixtieth (60th) day following the Date of Termination to the extent such payment does not result in the imposition of an excise tax under Section 409A of the Code and shall otherwise be paid as provided in this first sentence of this Section 6(a)(i). (ii) Executive shall be entitled to continue coverage under the Company’s group health plan as required by Section 4980B of the Code (“COBRA”) and the Company’s group life plan for the one year eighteen month period commencing on the Date of Termination. The Company shall pay Executive’s premium’s (and his eligible dependents) premiums under COBRA (except to the extent it results in a duplication of payments made to Executive under Section 6(a)(i) of this Agreement) until the earlier of (A) one year eighteen months following the Date of Termination or (B) the date the Executive becomes eligible for coverage under another group health planplan (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section 6(a)(ii), the Company shall pay the Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Executive’s payment of COBRA premiums. Nothing in this Agreement shall deprive the Executive of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. (iii) Notwithstanding the terms or conditions of the Equity Plan or any stock option or other award agreement between the Company and the Executive, all such granted and outstanding stock options or and other awards stock-based awards, including but not limited to the Restricted Stock Units, shall become fully vested and and, to the extent applicable, exercisable as of the Date of Termination and Termination, and, to the extent exercisable, shall remain exercisable until the earlier to occur of (A) the expiration of such stock option or other award pursuant to its terms or (B) the expiration of 90 days following the Date of Termination.

Entitlement to Severance Payments. If Subject to Section 6(b), if the Executive’s employment shall terminate terminates due to Executive’s death (pursuant to Section 5(a)(i)), pursuant to a termination without Cause (pursuant to Section 5(a)(iv)), due to Disability (pursuant to Section 5(a)(ii)) or resignation for Good Reason (pursuant to Section 5(a)(v)), then provided that the Company shall:Executive’s termination of employment constitutes a “separation from service” as defined under Treas. Reg. Section 1.409A-1(h): (i) Pay The Company shall pay/distribute the following severance payment (“Severance Payment”) to the Executive, or in the event of Executive’s death to Executive’s widow, if surviving, otherwise to his estate or legal representative: (a) an amount equal to his then Annual Base Salary for the longer of one year or the remainder of the Initial Term or one year, whichever is greater (the “Severance Period”), with payable over the total of such amount being referred to herein as Severance Period at the “Severance Compensation” ; provided, however, that same time and in the event the Severance Compensation is considered “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, same manner as amended (the “Code”), then the Company shall at its option either (a) pay the Executive in a lump sum the Severance Compensation, or (b) commence payments of his Severance Compensation on the six- month anniversary of the Date of Termination, in which case the Company shall pay the Executive in a lump sum one-half of his such Annual Base Salary on would have been paid if the date Executive had remained in active employment until the end of termination, with the remainder of any Severance Compensation being paid Period in accordance with the Company’s regular normal payroll practice for practices as in effect on the date of termination of the Executive’s employment and (b) an amount equal to the highest Annual Bonus paid to Executive during the preceding three (3) year period, or the Executive’s Annual Base Salary, whichever is greater, payable in a single installment within sixty (60) days of the Date of Termination. Notwithstanding the foregoing, if the Executive’s employment termination occurs (x) during any period when the Company is party to a binding agreement obligating the Company to enter into a transaction or series of transactions that, when consummated, will constitute a Change in Control or (y) on or within two years following the date of a Change in Control, then the Severance PeriodPayment shall be the greater of the amount of the Severance Payment determined in accordance with the immediately preceding sentence or an amount equal to the sum of (A) two (2) times the Base Rate of Pay as in effect immediately prior to the Date of Termination (disregarding any decrease in the Base Rate of Pay that provides a basis for Executive’s resignation for Good Reason) and (B) two (2) times the highest Annual Bonus paid to Executive during the preceding three (3) year period, which amount shall be paid in a single installment on the sixtieth (60th) day following the Date of Termination to the extent such payment does not result in the imposition of an excise tax under Section 409A of the Code and shall otherwise be paid as provided in this first sentence of this Section 6(a)(i). (ii) Executive shall be entitled to continue coverage under the Company’s group health plan as required by Section 4980B of the Code (“COBRA”) and the Company’s group life plan for the one year eighteen month period commencing on the Date of Termination. The Company shall pay Executive’s premium’s (and his eligible dependents) premiums under COBRA (except to the extent it results in a duplication of payments made to Executive under Section 6(a)(i) of this Agreement) until the earlier of (A) one year eighteen months following the Date of Termination or (B) the date the Executive becomes eligible for coverage under another group health planplan (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section 6(a)(ii), the Company shall pay the Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Executive’s payment of COBRA premiums. Nothing in this Agreement shall deprive the Executive of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. (iii) Notwithstanding the terms or conditions of the Equity Plan or any stock option or other award agreement between the Company and the Executive, all such granted and outstanding stock options or and other awards stock-based awards, including but not limited to the Restricted Stock Units, shall become fully vested and and, to the extent applicable, exercisable as of the Date of Termination and Termination, and, to the extent exercisable, shall remain exercisable until the earlier to occur of (A) the expiration of such stock option or other award pursuant to its terms or (B) the expiration of 90 days following the Date of Termination.

Entitlement to Severance Payments. If Subject to Section 6(b), if the Executive’s employment shall terminate terminates pursuant to a termination without Cause (pursuant to Section 5(a)(iv)) or the Executive’s resignation for Good Reason (pursuant to Section 5(a)(v)), then provided that the Company shall:Executive’s termination of employment constitutes a “separation from service” as defined under Treas. Reg. Section 1.409A-1(h): (i) Pay the Company shall pay/distribute the following severance payment (“Severance Payment”) to the Executive, an amount equal to his then the Annual Base Salary for the longer of one year or the remainder of the Initial Term six (6) months (the “Severance Period”), with payable over the total of such amount being referred to herein as Severance Period at the “Severance Compensation” ; provided, however, that same time and in the event the Severance Compensation is considered “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, same manner as amended (the “Code”), then the Company shall at its option either (a) pay the Executive in a lump sum the Severance Compensation, or (b) commence payments of his Severance Compensation on the six- month anniversary of the Date of Termination, in which case the Company shall pay the Executive in a lump sum one-half of his such Annual Base Salary on would have been paid if the date Executive had remained in active employment until the end of termination, with the remainder of any Severance Compensation being paid Period in accordance with the Company’s regular normal payroll practice for practices as in effect on the Severance Period.date of termination of the Executive’s employment; and (ii) Executive shall be entitled to continue coverage under the Company’s group health plan as required by Section 4980B of the Code (“COBRA”) and the Company’s group life plan for the one year period commencing on the Date of Termination). The Company shall pay Executive’s premium’s (and her eligible dependents’) premiums under COBRA until the earlier of (A) one year six months following the Date of Termination or (B) the date the Executive becomes eligible for coverage under another group health plan. plan (iii) the “COBRA Payment Period”). Notwithstanding the terms or conditions foregoing, if at any time the Company determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section 6(a)(ii), the Company shall pay the Executive on the last day of each remaining month of the Equity Plan COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Executive’s payment of COBRA premiums. Notwithstanding the foregoing, if the Executive’s employment terminates pursuant to a termination without Cause (pursuant to Section 5(a)(iv)) or resignation for Good Reason (pursuant to Section 5(a)(v)), (x) during any stock option or other award agreement between period when the Company and is party to a binding agreement obligating the ExecutiveCompany to enter into a transaction or series of transactions that, all such stock options when consummated, will constitute a Change in Control or other awards (y) on or within two years following the date of a Change in Control, then the Severance Payment shall become fully vested and exercisable as be an amount equal to twelve months of Annual Base Salary, which amount shall be paid in a single installment on the sixtieth (60th) day following the Date of Termination to the extent such payment does not result in the imposition of an excise tax under Section 409A of the Code and the COBRA Payment Period shall remain exercisable until be the earlier to occur of (A) the expiration of such stock option or other award pursuant to its terms or (B) the expiration of 90 days twelve months following the Date of TerminationTermination or the date the Executive becomes eligible for coverage under another group health plan.

Entitlement to Severance Payments. If Subject to Section 6(b), if the Executive’s employment shall terminate terminates due to Executive’s death (pursuant to Section 5(a)(i)), pursuant to a termination without Cause (pursuant to Section 5(a)(iv)), due to Disability (pursuant to Section 5(a)(ii)) or resignation for Good Reason (pursuant to Section 5(a)(v)), then provided that the Company shall:Executive’s termination of employment constitutes a “separation from service” as defined under Treas. Reg. Section 1.409A-1(h): (i) Pay The Company shall pay/distribute the following severance payment (“Severance Payment”) to the Executive, or in the event of Executive’s death to Executive’s widower, if surviving, otherwise to her estate or legal representative: (a) an amount equal to his her then Annual Base Salary for the longer of one year or the remainder of the Initial Term or one year, whichever is greater (the “Severance Period”), with payable over the total of such amount being referred to herein as Severance Period at the “Severance Compensation” ; provided, however, that same time and in the event the Severance Compensation is considered “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, same manner as amended (the “Code”), then the Company shall at its option either (a) pay the Executive in a lump sum the Severance Compensation, or (b) commence payments of his Severance Compensation on the six- month anniversary of the Date of Termination, in which case the Company shall pay the Executive in a lump sum one-half of his such Annual Base Salary on would have been paid if the date Executive had remained in active employment until the end of termination, with the remainder of any Severance Compensation being paid Period in accordance with the Company’s regular normal payroll practice for practices as in effect on the date of termination of the Executive’s employment and (b) an amount equal to the highest Annual Bonus paid to Executive during the preceding three (3) year period, or $1,250,000.00, whichever is greater, payable in a single installment within sixty (60) days of the Date of Termination. Notwithstanding the foregoing, if the Executive’s employment termination occurs (x) during any period when the Company is party to a binding agreement obligating the Company to enter into a transaction or series of transactions that, when consummated, will constitute a Change in Control or (y) on or within two years following the date of a Change in Control, then the Severance PeriodPayment shall be the greater of the amount of the Severance Payment determined in accordance with the immediately preceding sentence or an amount equal to the sum of (A) two (2) times the Base Rate of Pay as in effect immediately prior to the Date of Termination (disregarding any decrease in the Base Rate of Pay that provides a basis for Executive’s resignation for Good Reason) and (B) two (2) times the highest Annual Bonus paid to Executive during the preceding three (3) year period, which amount shall be paid in a single installment on the sixtieth (60th) day following the Date of Termination to the extent such payment does not result in the imposition of an excise tax under Section 409A of the Code and shall otherwise be paid as provided in this first sentence of this Section 6(a)(i). (ii) Executive shall be entitled to continue coverage under the Company’s group health plan as required by Section 4980B of the Code (“COBRA”) and the Company’s group life plan for the one year eighteen month period commencing on the Date of Termination. The Company shall pay Executive’s premium’s (and her eligible dependents) premiums under COBRA (except to the extent it results in a duplication of payments made to Executive under Section 6(a)(i) of this Agreement) until the earlier of (A) one year eighteen months following the Date of Termination or (B) the date the Executive becomes eligible for coverage under another group health planplan (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section 6(a)(ii), the Company shall pay the Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Executive’s payment of COBRA premiums. Nothing in this Agreement shall deprive the Executive of her rights under COBRA or ERISA for benefits under plans and policies arising under her employment by the Company. (iii) Notwithstanding the terms or conditions of the Equity Plan or any stock option or other award agreement between the Company and the Executive, all such granted and outstanding stock options or and other awards stock-based awards, including but not limited to the Restricted Stock Units, shall become fully vested and and, to the extent applicable, exercisable as of the Date of Termination and Termination, and, to the extent exercisable, shall remain exercisable until the earlier to occur of (A) the expiration of such stock option or other award pursuant to its terms or (B) the expiration of 90 days following the Date of Termination.

Entitlement to Severance Payments. If Subject to Section 6(b), if the Executive’s employment shall terminate terminates due to Executive’s death (pursuant to Section 5(a)(i)), pursuant to a termination without Cause (pursuant to Section 5(a)(iv)), due to Disability (pursuant to Section 5(a)(ii)) or resignation for Good Reason (pursuant to Section 5(a)(v)), then provided that the Executive’s termination of employment constitutes a “separation from service” as defined under Treas. Reg. Section 1.409A-1(h): i. The Company shall: shall pay/distribute the following severance payment (i“Severance Payment”) Pay to the Executive, or in the event of Executive’s death to Executive’s widow, if surviving, otherwise to his estate or legal representative: (a) an amount equal to his then Annual Base Salary for the longer of one year or the remainder of the Initial Term or one year, whichever is greater (the “Severance Period”), with payable over the total of such amount being referred to herein as Severance Period at the “Severance Compensation” ; provided, however, that same time and in the event the Severance Compensation is considered “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, same manner as amended (the “Code”), then the Company shall at its option either (a) pay the Executive in a lump sum the Severance Compensation, or (b) commence payments of his Severance Compensation on the six- month anniversary of the Date of Termination, in which case the Company shall pay the Executive in a lump sum one-half of his such Annual Base Salary on would have been paid if the date Executive had remained in active employment until the end of termination, with the remainder of any Severance Compensation being paid Period in accordance with the Company’s regular normal payroll practice for practices as in effect on the date of termination of the Executive’s employment and (b) an amount equal to the highest Annual Bonus paid to Executive during the preceding three (3) year period, or $600,000.00, whichever is greater, payable in a single installment within sixty (60) days of the Date of Termination. Notwithstanding the foregoing, if the Executive’s employment termination occurs (x) during any period when the Company is party to a binding agreement obligating the Company to enter into a transaction or series of transactions that, when consummated, will constitute a Change in Control or (y) on or within two years following the date of a Change in Control, then the Severance PeriodPayment shall be the greater of the amount of the Severance Payment determined in accordance with the immediately preceding sentence or an amount equal to the sum of (A) $1,200,000 and (B) two (2) times the highest Annual Bonus paid to Executive during the preceding three (3) year period, which amount shall be paid in a single installment on the sixtieth (60th) day following the Date of Termination to the extent such payment does not result in the imposition of an excise tax under Section 409A of the Code and shall otherwise be paid as provided in this first sentence of this Section 6(a)(i). (ii) . Executive shall be entitled to continue coverage under the Company’s group health plan as required by Section 4980B of the Code (“COBRA”) and the Company’s group life plan for the one year eighteen month period commencing on the Date of Termination. The Company shall pay Executive’s premium’s (and his eligible dependents) premiums under COBRA (except to the extent it results in a duplication of payments made to Executive under Section 6(a)(i) of this Agreement) until the earlier of (A) one year eighteen months following the Date of Termination or (B) the date the Executive becomes eligible for coverage under another group health planplan (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section 6(a)(ii), the Company shall pay the Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Executive’s payment of COBRA premiums. Nothing in this Agreement shall deprive the Executive of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. (iii) . Notwithstanding the terms or conditions of the Equity Plan or any stock option or other award agreement between the Company and the Executive, all such granted and outstanding stock options or and other awards stock-based awards, shall become fully vested and and, to the extent applicable, exercisable as of the Date of Termination and Termination, and, to the extent exercisable, shall remain exercisable until the earlier to occur of (A) the expiration of such stock option or other award pursuant to its terms or (B) the expiration of 90 days following the Date of Termination.

Entitlement to Severance Payments. If the Executive’s employment shall terminate without Cause (pursuant to Section 5(a)(iv)) or for Good Reason (pursuant to Section 5(a)(v)), the Company shall: (i) Pay to the Executive, an amount equal to his her then Annual Base Salary for the longer of one year or the remainder of the Initial Term (the “Severance Period”), with the total of such amount being referred to herein as the “Severance Compensation” ; provided, however, that in the event the Severance Compensation is considered “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), then the Company shall at its option either (a) pay the Executive in a lump sum the Severance Compensation, or (b) commence payments of his her Severance Compensation on the six- month anniversary of the Date of Termination, in which case the Company shall pay the Executive in a lump sum one-half of his her Annual Base Salary on the date of termination, with the remainder of any Severance Compensation being paid in accordance with the Company’s regular payroll practice for the Severance Period. (ii) Executive shall be entitled to continue coverage under the Company’s group health plan as required by Section 4980B of the Code (“COBRA”) and the Company’s group life plan for the one year period commencing on the Date of Termination. The Company shall pay Executive’s premium’s under COBRA until the earlier of (A) one year following the Date of Termination or (B) the date the Executive becomes eligible for coverage under another group health plan. (iii) Notwithstanding the terms or conditions of the Equity Plan or any stock option or other award agreement between the Company and the Executive, all such stock options or other awards shall become fully vested and exercisable as of the Date of Termination and shall remain exercisable until the earlier to occur of (A) the expiration of such stock option or other award pursuant to its terms or (B) the expiration of 90 days following the Date of Termination.