Common use of General Severance Benefits Clause in Contracts

General Severance Benefits. You shall be entitled to receive the General Severance Benefits (as defined below), as your sole severance benefits, if your employment is terminated by the Company without Cause (as defined below) and if: (i) such termination of employment is not due to your death or disability; (ii) your termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)); and (iii) within the timing required by the Company, you sign, date and return to the Company a general release of all known and unknown claims (the “Release”) substantially in the form attached hereto as Exhibit A, and such Release becomes effective in accordance with its terms, including through the expiration of any applicable revocation period. For purposes of this Section 10(a), the “General Severance Benefits” shall consist of the following: (i) continued payment of your final base monthly salary for a period of six (6) months following the termination date; (ii) accelerated vesting of any outstanding stock options such that the additional number of shares that would have vested if your employment had continued for six (6) additional months following the termination date will become vested and exercisable effective as of the termination date; and (iii) if you timely elect continued group health insurance coverage pursuant to federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”), the Company will pay your COBRA premiums to continue your group health insurance coverage (including the cost of dependent coverage) through the earliest of (A) six (6) months following the termination date, (B) the date that you become eligible for group health insurance coverage through a new employer, or (C) the date you cease to be eligible for COBRA coverage. Notwithstanding the foregoing, the General Severance Benefits will immediately expire in the event that you obtain new full-time employment (or full-time consulting or similar arrangement) within six (6) months after the termination date, provided, however, that the Company will thereafter continue to pay you, through the six-month severance payment period, the excess, if any, of your Company base salary on the date of termination over the base salary for your new employment relationship. You agree to notify the Company of your acceptance of any employment within the six-month severance payment period. In the event of your death during the six (6) month severance period, the remaining General Severance Benefits shall be paid to your estate. Any severance payments made under this Agreement will be made in the form of salary continuation, and will begin on the next regular Company payday which is at least five (5) business days following the later of the effective date of the Release or the date on which the Release, signed by you, is received by the Company. The first payment, however, will be retroactive to the next business day following the termination date.

General Severance Benefits. You shall be entitled to receive the General Severance Benefits (as defined below), as your sole severance benefits, if your employment is terminated by the Company without Cause (as defined below) and if: (i) such termination of employment is not due to your death or disability; (ii) your termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)); and (iii) within the timing required by the Company, you sign, date and return to the Company a general release of all known and unknown claims (the “Release”) substantially in the form attached hereto as Exhibit A, and such Release becomes effective in accordance with its terms, including through the expiration of any applicable revocation period. For purposes of this Section 10(a8(a), the “General Severance Benefits” shall consist of the following: (i) continued payment of your final base monthly salary for a period of six (6) months following the termination date; (ii) accelerated vesting of any outstanding stock options such that the additional number of shares that would have vested if your employment had continued for six (6) additional months following the termination date will become vested and exercisable effective as of the termination date; and (iii) if you timely elect continued group health insurance coverage pursuant to federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”), the Company will pay your COBRA premiums to continue your group health insurance coverage (including the cost of dependent coverage) through the earliest of (A) six (6) months following the termination date, (B) the date that you become eligible for group health insurance coverage through a new employer, or (C) the date you cease to be eligible for COBRA coverage. Notwithstanding the foregoing, the General Severance Benefits will immediately expire in the event that you obtain new full-time employment (or full-time consulting or similar arrangement) within six (6) months after the termination date, provided, however, that the Company will thereafter continue to pay you, through the six-month severance payment period, the excess, if any, of your Company base salary on the date of termination over the base salary for your new employment relationship. You agree to notify the Company of your acceptance of any employment within the six-month severance payment period. In the event of your death during the six (6) month severance period, the remaining General Severance Benefits shall be paid to your estate. Any severance payments made under this Agreement will be made in the form of salary continuation, and will begin on the next regular Company payday which is at least five (5) business days following the later of the effective date of the Release or the date on which the Release, signed by you, is received by the Company. The first payment, however, will be retroactive to the next business day following the termination date.obtain

General Severance Benefits. You shall be entitled to receive the General Severance Benefits (as defined below), as your sole severance benefits, if your employment is terminated by the Company without Cause (as defined below) and if: (i) such termination of employment is not due to your death or disability; (ii) your termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)); and (iii) within the timing required by the Company, you sign, date and return to the Company a general release of all known and unknown claims (the “Release”) substantially in the form attached hereto as Exhibit A, and such Release becomes effective in accordance with its terms, including through the expiration of any applicable revocation period. For purposes of this Section 10(a7(a), the “General Severance Benefits” shall consist of the following: (i) continued payment of your final base monthly salary for a period of six (6) months following the termination date; (ii) accelerated vesting of any outstanding stock options such that the additional number of shares that would have vested if your employment had continued for six (6) additional months following the termination date will become vested and exercisable effective as of the termination date; and (iii) if you timely elect continued group health insurance coverage pursuant to federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”), the Company will pay your COBRA premiums to continue your group health insurance coverage (including the cost of dependent coverage) through the earliest of (A) six (6) months following the termination date, (B) the date that you become eligible for group health insurance coverage through a new employer, or (C) the date you cease to be eligible for COBRA coverage. Notwithstanding the foregoing, the General Severance Benefits Benefit set forth in (i), above (continued base salary payment) will immediately expire in the event that you obtain new full-time employment (or full-time consulting or similar arrangement) within six (6) months after the termination date, provided, however, that the Company will thereafter continue to pay you, through the six-month severance payment period, the excess, if any, of your Company base salary on the date of termination over the base salary for your new employment relationship. You agree to notify the Company of your acceptance of any employment within the six-month severance payment period. In the event of your death during the six (6) month severance period, the remaining General Severance Benefits shall be paid to your estate. Any severance payments made under this Agreement will be made in the form of salary continuation, and will begin on the next regular Company payday which is at least five (5) business days following the later of the effective date of the Release or the date on which the Release, signed by you, is received by the Company. The first payment, however, will be retroactive to the next business day following the termination date.

General Severance Benefits. You shall be entitled to receive If, at any time, (i) the General Severance Benefits Company terminates your employment without Cause or you terminate your employment for Good Reason (as defined belowin Section 9(c)), as your sole severance benefits, if (ii) the termination of your employment is terminated by the Company without Cause (other than as defined below) and if: (i) such termination a result of employment is not due to your death or disability; , (iiiii) your such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), a “Separation from Service”); , and (iiiiv) on or within twenty-one (21) days following the timing required by the Company, Separation from Service you sign, date date, and return to the Company a general release of all known and unknown claims in the form satisfactory to the Company (the “Release”) substantially in and you subsequently do not revoke the form attached hereto as Exhibit ARelease, and such Release becomes effective in accordance with its terms, including through then you shall be entitled to receive the expiration of any applicable revocation period. For purposes of this Section 10(a), following severance benefits (the “General Severance Benefits” ”): (1) The Company shall consist pay you severance in the form of the following: (i) continued payment continuation of your final base monthly salary for a period of six the first twelve (612) months following after the termination datedate of your Separation from Service; and (ii2) accelerated vesting of any outstanding stock options such that If you are enrolled in the additional number of shares that would have vested if your employment had continued for six (6) additional months following the termination date will become vested and exercisable effective Company’s group health insurance plan as of your Separation from Service and, in accordance with the termination date; and (iii) if terms of the group health plan, you timely elect continued group health insurance coverage pursuant to under federal COBRA law or, if applicable, or comparable state insurance laws (collectively, “COBRA”), then the Company will shall pay your the COBRA premiums (the “COBRA Payments”) necessary to continue your group health medical insurance coverage in effect for yourself and your covered dependents for the first twelve (including the cost of dependent coverage) through the earliest of (A) six (612) months of coverage following the termination dateSeparation from Service (the “COBRA Payment Period”), (B) provided, Xxxxxx Xxxxxxxxx December 28, 2010 however, that the date COBRA Payments shall cease earlier in the event that you lose eligibility for COBRA coverage or you become eligible for group health insurance coverage through a new another employer, or (C) the date you cease to be eligible for COBRA coverage. Notwithstanding the foregoing, if the General Severance Benefits will immediately expire Company determines, in its sole discretion, that it cannot pay the event COBRA Payments without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall provide you with taxable monthly payments in an amount equal to the amount of the monthly COBRA premium that you obtain new full-time employment (or full-time consulting or similar arrangement) within six (6) months after the termination date, provided, however, that the Company will thereafter continue would be required to pay youto continue coverage (including covered dependents), which amount shall be based on the premium amount for the first month of your COBRA coverage, and such monthly payments shall be made through the six-month severance payment period, earlier of: (i) the excess, if any, of your Company base salary on the entire COBRA Payment Period; or (ii) such date of termination over the base salary as you become eligible for your new employment relationshipgroup health insurance coverage through another employer. You agree shall provide prompt written notice to notify the Company of your acceptance of any employment within the six-month severance payment period. In the event of your death Board if you become eligible for group health insurance coverage through another employer during the six (6) month severance period, the remaining General Severance Benefits shall be paid to your estate. Any severance payments made under this Agreement will be made in the form of salary continuation, and will begin on the next regular Company payday which is at least five (5) business days following the later of the effective date of the Release or the date on which the Release, signed by you, is received by the Company. The first payment, however, will be retroactive to the next business day following the termination dateCOBRA Payment Period.

General Severance Benefits. You shall be entitled to receive If, at any time, (i) the General Severance Benefits Company terminates your employment without Cause or you terminate your employment for Good Reason (as defined belowin Section 9(c), as your sole severance benefits, if (ii) the termination of your employment is terminated by the Company without Cause (Xxxx Xxxxx October 21, 2011 other than as defined below) and if: (i) such termination a result of employment is not due to your death or disability; , (iiiii) your such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), a “Separation from Service”); , and (iiiiv) on or within twenty-one (21) days following the timing required by the Company, Separation from Service you sign, date date, and return to the Company a general release of all known and unknown claims in a customary form satisfactory to the Company (the “Release”) substantially in and you subsequently do not revoke the form attached hereto as Exhibit ARelease, and such Release becomes effective in accordance with its terms, including through then you shall be entitled to receive the expiration of any applicable revocation period. For purposes of this Section 10(a), following severance benefits (the “General Severance Benefits” ”): (1) The Company shall consist pay you severance in the form of the following: (i) continued payment continuation of your final base monthly salary for a period of the first six (6) months following after the termination datedate of your Separation from Service; and (ii2) accelerated vesting of any outstanding stock options such that If you are enrolled in the additional number of shares that would have vested if your employment had continued for six (6) additional months following the termination date will become vested and exercisable effective Company’s group health insurance plan as of your Separation from Service and, in accordance with the termination date; and (iii) if terms of the group health plan, you timely elect continued group health insurance coverage pursuant to under federal COBRA law or, if applicable, or comparable state insurance laws (collectively, “COBRA”), then the Company will shall pay your the COBRA premiums (the “COBRA Payments”) necessary to continue your group health medical insurance coverage (including in effect for yourself and your covered dependents for the cost of dependent coverage) through the earliest of (A) first six (6) months of coverage following the termination dateSeparation from Service (the “COBRA Payment Period”), (B) provided, however, that the date COBRA Payments shall cease earlier in the event that you lose eligibility for COBRA coverage or you become eligible for group health insurance coverage through a new another employer, or (C) the date you cease to be eligible for COBRA coverage. Notwithstanding the foregoing, if the General Severance Benefits will immediately expire Company determines, in its sole discretion, that it cannot pay the event COBRA Payments without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall provide you with taxable monthly payments in an amount equal to the amount of the monthly COBRA premium that you obtain new full-time employment (or full-time consulting or similar arrangement) within six (6) months after the termination date, provided, however, that the Company will thereafter continue would be required to pay youto continue coverage (including covered dependents), which amount shall be based on the premium amount for the first month of your COBRA coverage, and such monthly payments shall be made through the six-month severance payment period, earlier of: (i) the excess, if any, of your Company base salary on the entire COBRA Payment Period; or (ii) such date of termination over the base salary as you become eligible for your new employment relationshipgroup health insurance coverage through another employer. You agree shall provide prompt written notice to notify the Company of your acceptance of any employment within the six-month severance payment period. In the event of your death Board if you become eligible for group health insurance coverage through another employer during the six (6) month severance period, the remaining General Severance Benefits shall be paid to your estate. Any severance payments made under this Agreement will be made in the form of salary continuation, and will begin on the next regular Company payday which is at least five (5) business days following the later of the effective date of the Release or the date on which the Release, signed by you, is received by the Company. The first payment, however, will be retroactive to the next business day following the termination dateCOBRA Payment Period.

General Severance Benefits. You shall be entitled to receive If, at any time, (i) the General Severance Benefits Company terminates your employment without Cause or you terminate your employment for Good Reason (as defined belowin Section 9(c), as your sole severance benefits, if (ii) the termination of your employment is terminated by the Company without Cause (Xxxx Xxxxx October 21, 2011 other than as defined below) and if: (i) such termination a result of employment is not due to your death or disability; , (iiiii) your such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), a “Separation from Service”); , and (iiiiv) on or within twenty-one (21) days following the timing required by the Company, Separation from Service you sign, date date, and return to the Company a general release of all known and unknown claims in a customary form satisfactory to the Company (the “Release”) substantially in and you subsequently do not revoke the form attached hereto as Exhibit ARelease, and such Release becomes effective in accordance with its terms, including through then you shall be entitled to receive the expiration of any applicable revocation period. For purposes of this Section 10(a), following severance benefits (the “General Severance Benefits” ”): (1) The Company shall consist pay you severance in the form of the following: (i) continued payment continuation of your final base monthly salary for a period of the first six (6) months following after the termination datedate of your Separation from Service; and (ii2) accelerated vesting of any outstanding stock options such that If you are enrolled in the additional number of shares that would have vested if your employment had continued for six (6) additional months following the termination date will become vested and exercisable effective Company’s group health insurance plan as of your Separation from Service and, in accordance with the termination date; and (iii) if terms of the group health plan, you timely elect continued group health insurance coverage pursuant to under federal COBRA law or, if applicable, or comparable state insurance laws (collectively, “COBRA”), then the Company will shall pay your the COBRA premiums (the “COBRA Payments”) necessary to continue your group health medical insurance coverage (including in effect for yourself and your covered dependents for the cost of dependent coverage) through the earliest of (A) first six (6) months of coverage following the termination dateSeparation from Service (the “COBRA Payment Period”), (B) provided, however, that the date COBRA Payments shall cease earlier in the event that you lose eligibility for COBRA coverage or you become eligible for group health insurance coverage through a new another employer, or (C) the date you cease to be eligible for COBRA coverage. Notwithstanding the foregoing, if the General Severance Benefits will immediately expire Company determines, in its sole discretion, that it cannot pay the event COBRA Payments without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall provide you with taxable monthly payments in an amount equal to the amount of the monthly COBRA premium that you obtain new full-time employment (or full-time consulting or similar arrangement) within six (6) months after the termination date, provided, however, that the Company will thereafter continue would be required to pay youto continue coverage (including covered dependents), which amount shall be based on the premium amount for the first month of your COBRA coverage, and such monthly payments shall be made through the six-month severance payment period, earlier of: (i) the excess, if any, of your Company base salary on the entire COBRA Payment Period; or (ii) such date of termination over the base salary as you become eligible for your new employment relationshipgroup health insurance coverage through another employer. You agree shall provide prompt written notice to notify the Company of your acceptance of any employment within the six-month severance payment period. In the event of your death Board if you become eligible for group health insurance coverage through another employer during the six (6) month severance period, the remaining General Severance Benefits shall be paid to your estate. Any severance payments made under this Agreement will be made in the form of salary continuation, and will begin on the next regular Company payday which is at least five (5) business days following the later of the effective date of the Release or the date on which the Release, signed by you, is received by the Company. The first payment, however, will be retroactive to the next business day following the termination date.COBRA Payment Period