Common use of Not in Connection With a Change in Control Clause in Contracts

Not in Connection With a Change in Control. If the Company terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, and Section 4.4.3(ii) below does not apply, the Company shall pay the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company an executed waiver and release of claims (the form of which is attached hereto as Exhibit A) (the “Release”) within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms (the “Release Effective Date”), and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period (as defined below), substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, the Executive shall be entitled to: (a) the equivalent of the Executive’s Base Salary in effect at the time of termination will continue to be paid for a period of twelve (12) months following the date of termination (hereinafter referred to as the “Non Change in Control Severance Period”), less standard deductions and withholdings, to be paid during the Non Change in Control Severance Period according to the Company’s regular payroll practices, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date; and (b) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following the date of termination up until the earlier of either (i) the last day of the Non Change in Control Severance Period or, (ii) the date on which the Executive begins full-time employment with another company or business entity which offers comparable health insurance coverage to the Executive (such period, the “Non Change in Control COBRA Payment Period”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive a taxable cash amount, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage (the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the Non Change in Control COBRA Payment Period.

Not in Connection With a Change in Control. If the Company terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, and Section 4.4.3(ii) below does not apply, the Company shall pay the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company an executed waiver and release of claims (the form of which is attached hereto as Exhibit A) (the “Release”) within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms (the “Release Effective Date”), and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period (as defined below), substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, the Executive shall be entitled to: (a) the equivalent of the Executive’s Base Salary in effect at the time of termination will continue to be paid for a period of twelve (12) months following the date of termination (hereinafter referred to as the “Non Change in Control Severance Period”), less standard deductions and withholdings, to be paid during the Non Change in Control Severance Period according to the Company’s regular payroll practices, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date; and (b) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following the date of termination up until the earlier of either (i) the last day of the Non Change in Control Severance Period or, (ii) the date on which the Executive begins full-time employment with another company or business entity which offers comparable health insurance coverage to the Executive (such period, the “Non Change in Control COBRA Payment Period”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive a taxable cash amount, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage (the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the Non Change in Control COBRA Payment Period.

Not in Connection With a Change in Control. If the Company terminates Qualifying Termination occurs prior to the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, and Section 4.4.3(ii) below does not apply, the Company shall pay the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the effective date of termination. In addition, subject to the limitations stated a Change in this Agreement and upon the Executive’s furnishing to the Company an executed waiver and release of claims (the form of which is attached hereto as Exhibit A) (the “Release”) within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms (the “Release Effective Date”), and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period Control (as defined in the Equity Plan) and the Qualifying Termination is not a “Qualifying Pre-Closing Termination” (as defined in subsection (ii) below), substantially similar to Section 2.3or the Qualifying Termination occurs more than twelve (12) months after a Change in Control (in either case, and continuing to abide by its terms during the Severance Perioda “Standard Qualifying Termination”), the Executive shall be entitled to: (a1) the equivalent continuation of the Executive’s Base Salary in effect (at the time of termination will continue to be paid salary rate then in effect) for a period of twelve nine (129) months following the date of termination (hereinafter referred to as the “Non Change in Control Severance Period”), less standard deductions and withholdings, to be paid during the Non Change in Control Severance Period according to accordance with the Company’s regular payroll practicesschedule, subject to any delay in payment required by Section 4.6 in connection with commencing on the Release Effective Date; and sixtieth (b60th) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during day after the Executive’s employmenteffective date of termination, with the first such installment payment including any amounts unpaid severance payments that Company paid for benefits to would have been made on the qualifying family members of normal payroll dates occurring during the Executive, first sixty (60) days following the date of termination up until termination; (2) an Annual Bonus for the earlier of either (i) the last day of the Non Change year in Control Severance Period or, (ii) the date on which the Executive begins full-time employment with another company Executive’s Qualifying Termination occurs, subject to achievement of any performance targets or business entity which offers comparable health insurance coverage goals applicable to such Annual Bonus and otherwise to the Executive (such period, extent that the “Non Change in Control COBRA Payment Period”). Notwithstanding the foregoing, if the Company determinesCompany, in its sole discretion, awards bonuses to its executives for the year in which the termination occurs, and any such Annual Bonus shall be pro-rated to reflect the Executive’s employment with the Company through the date of termination and shall be payable in a lump sum at the same time as other such annual bonuses are payable to active employees; (3) any Annual Bonus earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date; and (4) provided that the Executive is eligible for and timely elects COBRA continuation coverage under the Company’s group health plan, the Company will reimburse the Executive for the monthly COBRA cost of continued coverage under such plan for the Executive, and, where applicable, his spouse and dependents, less the amount the Executive would have been required to pay for such coverage if the Executive were an active employee of the Company, for the Severance Period, or until the Executive becomes employed by another employer offering any such benefits (whichever is earlier), provided that the Company cannot provide reserves the COBRA premium benefits without potentially incurring financial costs right to restructure the foregoing reimbursement arrangement in any manner necessary or appropriate to avoid fines, penalties under applicable law or negative tax consequences to the Company or any affiliate or the Executive (including, without limitation, Section 2716 to avoid any penalty imposed under the Patient Protection and Affordable Care Act or the guidance issued thereunder), as determined by the Company in its sole and absolute discretion. The Executive agrees to provide the Company with notice of eligibility under another health plan within two (2) weeks of such eligibility. The Executive shall submit appropriate evidence of each such expense within sixty (60) days after his receipt of the Public Health Service Act)invoice or billing statement for such expense, and the Company shall in lieu thereof pay Executive a taxable cash amount, which payment shall be made regardless of whether provide the Executive or his qualifying family members elect COBRA continuation coverage (with the “Health Care Benefit Payment”)requisite reimbursement on the next payroll date thereafter. The Health Care Benefit Payment monthly reimbursements described in this clause (4) shall be paid in monthly or bi-weekly installments normal payroll installments, commencing on the same schedule sixtieth (60th) day after the Executive’s effective date of termination. The first such installment payment shall include any unpaid severance payments that the COBRA premiums would otherwise have been paid to made on the insurernormal payroll dates occurring during the first sixty (60) days following the date of termination. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration health care continuation coverage period under section 4980B of the Non Change in Control COBRA Payment Internal Revenue Code of 1986, as amended (the “Code”) shall run concurrently with the Severance Period.

Not in Connection With a Change in Control. If the Company terminates Qualifying Termination occurs prior to the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, and Section 4.4.3(ii) below does not apply, the Company shall pay the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the effective date of termination. In addition, subject to the limitations stated a Change in this Agreement and upon the Executive’s furnishing to the Company an executed waiver and release of claims (the form of which is attached hereto as Exhibit A) (the “Release”) within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms (the “Release Effective Date”), and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period Control (as defined in the Equity Plan) and the Qualifying Termination is not a “Qualifying Pre-Closing Termination” (as defined in subsection (ii) below), substantially similar to Section 2.3or the Qualifying Termination occurs more than twelve (12) months after a Change in Control (in either case, and continuing to abide by its terms during the Severance Perioda “Standard Qualifying Termination”), the Executive shall be entitled to: (a1) the equivalent continuation of the Executive’s Base Salary in effect (at the time of termination will continue to be paid salary rate then in effect) for a period of twelve (12) months following the Executive’s employment termination date of termination (hereinafter referred to as the “Non Change in Control Severance Period”), less standard deductions and withholdings, to be paid during the Non Change in Control Severance Period according to accordance with the Company’s regular payroll practicesschedule, subject to any delay in payment required by Section 4.6 in connection with commencing on the Release Effective Date; and sixtieth (b60th) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during day after the Executive’s employmenteffective date of termination, with the first such installment payment including any amounts unpaid severance payments that Company paid for benefits to would have been made on the qualifying family members of normal payroll dates occurring during the Executive, first sixty (60) days following the date of termination up until termination; (2) an Annual Bonus for the earlier of either (i) the last day of the Non Change year in Control Severance Period or, (ii) the date on which the Executive begins full-time employment with another company Executive’s Qualifying Termination occurs, subject to achievement of any performance targets or business entity which offers comparable health insurance coverage goals applicable to such Annual Bonus and otherwise to the Executive (such period, extent that the “Non Change in Control COBRA Payment Period”). Notwithstanding the foregoing, if the Company determinesCompany, in its sole discretion, awards bonuses to its executives for the year in which the termination occurs, and any such Annual Bonus shall be pro-rated to reflect the Executive’s employment with the Company through the date of termination and shall be payable in a lump sum at the same time as other such annual bonuses are payable to active employees; (3) any Annual Bonus earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date; and (4) provided that the Executive is eligible for and timely elects COBRA continuation coverage under the Company’s group health plan, the Company will reimburse the Executive for the monthly COBRA cost of continued coverage under such plan for the Executive, and, where applicable, his spouse and dependents, less the amount the Executive would have been required to pay for such coverage if the Executive were an active employee of the Company, for the Severance Period, or until the Executive becomes employed by another employer offering any such benefits (whichever is earlier), provided that the Company cannot provide reserves the COBRA premium benefits without potentially incurring financial costs right to restructure the foregoing reimbursement arrangement in any manner necessary or appropriate to avoid fines, penalties under applicable law or negative tax consequences to the Company or any affiliate or the Executive (including, without limitation, Section 2716 to avoid any penalty imposed under the Patient Protection and Affordable Care Act or the guidance issued thereunder), as determined by the Company in its sole and absolute discretion. The Executive agrees to provide the Company with notice of eligibility under another health plan within two (2) weeks of such eligibility. The Executive shall submit appropriate evidence of each such expense within sixty (60) days after his receipt of the Public Health Service Act)invoice or billing statement for such expense, and the Company shall in lieu thereof pay Executive a taxable cash amount, which payment shall be made regardless of whether provide the Executive or his qualifying family members elect COBRA continuation coverage (with the “Health Care Benefit Payment”)requisite reimbursement on the next payroll date thereafter. The Health Care Benefit Payment monthly reimbursements described in this clause (4) shall be paid in monthly or bi-weekly installments normal payroll installments, commencing on the same schedule sixtieth (60th) day after the Executive’s effective date of termination. The first such installment payment shall include any unpaid severance payments that the COBRA premiums would otherwise have been paid to made on the insurernormal payroll dates occurring during the first sixty (60) days following the date of termination. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration health care continuation coverage period under section 4980B of the Non Change in Control COBRA Payment Internal Revenue Code of 1986, as amended (the “Code”) shall run concurrently with the Severance Period.

Not in Connection With a Change in Control. If the Company terminates the Executive’s employment without Cause or the Executive terminates his her employment for Good Reason, and Section 4.4.3(ii) below does not apply, the Company shall pay the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company an executed waiver and release of claims (the form of which is attached hereto as Exhibit A) (the “Release”) within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms (the “Release Effective Date”), and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period (as defined below), substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, the Executive shall be entitled to: (a) the equivalent of the Executive’s Base Salary in effect at the time of termination will continue to be paid for a period of twelve (12) months following the date of termination (hereinafter referred to as the “Non Change in Control Severance Period”), less standard deductions and withholdings, to be paid during the Non Change in Control Severance Period according to the Company’s regular payroll practices, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date; and (b) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following the date of termination up until the earlier of either (i) the last day of the Non Change in Control Severance Period or, (ii) the date on which the Executive begins full-time employment with another company or business entity which offers comparable health insurance coverage to the Executive (such period, the “Non Change in Control COBRA Payment Period”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive a taxable cash amount, which payment shall be made regardless of whether the Executive or his her qualifying family members elect COBRA continuation coverage (the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the Non Change in Control COBRA Payment Period.

Not in Connection With a Change in Control. If the Company terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, and Section 4.4.3(ii) 4.4.2.2 below does not apply, the Company shall pay the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of terminationtermination or within 72 hours of a resignation, as applicable. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company an executed waiver and release of claims (in a form satisfactory to the Company) (the “Release”, a form of which is attached hereto as Exhibit A) (the “Release”C) within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms (the “Release Effective Date”), and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period (as defined below), substantially similar to Section 2.3, and continuing to abide by its terms during comply with his post-employment obligations to the Severance PeriodCompany, including pursuant to the Proprietary Information and Inventions Agreement, the Executive shall be paid or entitled toto receive, as applicable, the following: (a) the equivalent of nine (9) months of the Executive’s annual Base Salary in effect at the time of termination will continue less standard deductions and withholdings, to be paid for in a period of twelve (12) months lump sum on the first regular payroll date following the date Release Effective Date; (b) the Executive shall be paid a pro-rated portion of termination his target Bonus amount for the year of termination, if any such Bonus has been determined by the Board or the Compensation Committee to have been achieved in the ordinary course when determinations are made for all officers and employees of the Company based upon the metrics associated with such Bonus (hereinafter referred to as the “Non Change in Control Severance PeriodBonus Determination Date”) (pro-rated based upon the portion of the calendar year that the Executive was employed by the Company), less standard deductions and withholdings, to be paid during as a lump sum within ten (10) days after the Non Change in Control Severance Period according to the Company’s regular payroll practicesBonus Determination Date, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date; and (b) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following the date of termination up until the earlier of either (i) the last day of the Non Change in Control Severance Period or, (ii) the date on which the Executive begins full-time employment with another company or business entity which offers comparable health insurance coverage to the Executive (such period, the “Non Change in Control COBRA Payment Period”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive a taxable cash amount, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage (the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the Non Change in Control COBRA Payment Period.

Not in Connection With a Change in Control. If the Company terminates Qualifying Termination occurs prior to the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, and Section 4.4.3(ii) below does not apply, the Company shall pay the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the effective date of termination. In addition, subject to the limitations stated a Change in this Agreement and upon the Executive’s furnishing to the Company an executed waiver and release of claims (the form of which is attached hereto as Exhibit A) (the “Release”) within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms (the “Release Effective Date”), and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period Control (as defined in the Equity Plan) and the Qualifying Termination is not a “Qualifying Pre-Closing Termination” (as defined in subsection (ii) below), substantially similar to Section 2.3or the Qualifying Termination occurs more than twelve (12) months after a Change in Control (in either case, and continuing to abide by its terms during the Severance Perioda “Standard Qualifying Termination”), the Executive shall be entitled to: (a1) the equivalent continuation of the Executive’s Base Salary in effect (at the time of termination will continue to be paid salary rate then in effect) for a period of twelve six (126) months following the date of termination (hereinafter referred to as the “Non Change in Control Severance Period”), less standard deductions and withholdings, to be paid during the Non Change in Control Severance Period according to accordance with the Company’s regular payroll practicesschedule, subject to any delay in payment required by Section 4.6 in connection with commencing on the Release Effective Date; and sixtieth (b60th) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during day after the Executive’s employmenteffective date of termination, with the first such installment payment including any amounts unpaid severance payments that Company paid for benefits to would have been made on the qualifying family members of normal payroll dates occurring during the Executive, first sixty (60) days following the date of termination up until termination; (2) an Annual Bonus for the earlier of either (i) the last day of the Non Change year in Control Severance Period or, (ii) the date on which the Executive begins full-time employment with another company Executive’s Qualifying Termination occurs, subject to achievement of any performance targets or business entity which offers comparable health insurance coverage goals applicable to such Annual Bonus and otherwise to the Executive (such period, extent that the “Non Change in Control COBRA Payment Period”). Notwithstanding the foregoing, if the Company determinesCompany, in its sole discretion, awards bonuses to its executives for the year in which the termination occurs, and any such Annual Bonus shall be pro-rated to reflect the Executive’s employment with the Company through the date of termination and shall be payable in a lump sum at the same time as other such annual bonuses are payable to active employees; (3) any Annual Bonus earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date; and (4) provided that the Executive is eligible for and timely elects COBRA continuation coverage under the Company’s group health plan, the Company will reimburse the Executive for the monthly COBRA cost of continued coverage under such plan for the Executive, and, where applicable, his spouse and dependents, less the amount the Executive would have been required to pay for such coverage if the Executive were an active employee of the Company, for the Severance Period, or until the Executive becomes employed by another employer offering any such benefits (whichever is earlier), provided that the Company cannot provide reserves the COBRA premium benefits without potentially incurring financial costs right to restructure the foregoing reimbursement arrangement in any manner necessary or appropriate to avoid fines, penalties under applicable law or negative tax consequences to the Company or any affiliate or the Executive (including, without limitation, Section 2716 to avoid any penalty imposed under the Patient Protection and Affordable Care Act or the guidance issued thereunder), as determined by the Company in its sole and absolute discretion. The Executive agrees to provide the Company with notice of eligibility under another health plan within two (2) weeks of such eligibility. The Executive shall submit appropriate evidence of each such expense within sixty (60) days after his receipt of the Public Health Service Act)invoice or billing statement for such expense, and the Company shall in lieu thereof pay Executive a taxable cash amount, which payment shall be made regardless of whether provide the Executive or his qualifying family members elect COBRA continuation coverage (with the “Health Care Benefit Payment”)requisite reimbursement on the next payroll date thereafter. The Health Care Benefit Payment monthly reimbursements described in this clause (4) shall be paid in monthly or bi-weekly installments normal payroll installments, commencing on the same schedule sixtieth (60th) day after the Executive’s effective date of termination. The first such installment payment shall include any unpaid severance payments that the COBRA premiums would otherwise have been paid to made on the insurernormal payroll dates occurring during the first sixty (60) days following the date of termination. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration health care continuation coverage period under section 4980B of the Non Change in Control COBRA Payment Internal Revenue Code of 1986, as amended (the “Code”) shall run concurrently with the Severance Period.

Not in Connection With a Change in Control. If the Company terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, and Section 4.4.3(ii) below does not apply, the Company shall pay the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company an executed waiver and release of claims (the form of which is attached hereto as Exhibit A) (the “Release”) within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms (the “Release Effective Date”), and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period (as defined below), substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, the Executive shall be entitled toto the following benefits subject to the following terms and conditions: (a) the equivalent continued payment of the Executive’s Base Salary in effect at the time of termination will continue to be paid for a period of up to twelve (12) months following after the date of termination (hereinafter referred to as the “Non Change in Control Severance Period”), less standard deductions and withholdings, to be paid during the Non Change in Control Severance Period according to accordance with the Company’s regular standard payroll practices, ; subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date; and; (b) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following the date of termination up until the earlier of either (i) the last day of the Non Change in Control Severance Period or, (ii) the date on which the Executive begins full-time employment with another company or business entity which offers comparable health insurance coverage to the Executive (such period, the “Non Change in Control COBRA Payment Period”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive a taxable cash amount, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage (the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the Non Change in Control COBRA Payment Period; and (c) notwithstanding anything to the contrary set forth herein, the Severance Period, and the Company’s provisions of cash severance benefits to Executive under Section 4.4.3(i)(a) shall immediately cease upon the date that Executive begins full-time employment with another company or business entity which offers base compensation to Executive of at least ninety-five percent (95%) of Executive’s Base Salary amount in effect at the time of termination. Executive agrees to immediately notify the Company in writing of any such employment.

Not in Connection With a Change in Control. If the Company terminates Qualifying Termination occurs prior to the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, and Section 4.4.3(ii) below does not apply, the Company shall pay the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the effective date of termination. In addition, subject to the limitations stated a Change in this Agreement and upon the Executive’s furnishing to the Company an executed waiver and release of claims (the form of which is attached hereto as Exhibit A) (the “Release”) within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms (the “Release Effective Date”), and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period Control (as defined in the Equity Plan) and the Qualifying Termination is not a “Qualifying Pre­Closing Termination” (as defined in subsection (ii) below), substantially similar to Section 2.3or the Qualifying Termination occurs more than twelve (12) months after a Change in Control (in either case, and continuing to abide by its terms during the Severance Perioda “Standard Qualifying Termination”), the Executive shall be entitled to: (a1) the equivalent continuation of the Executive’s Base Salary in effect (at the time of termination will continue to be paid salary rate then in effect) for a period of twelve (12) months following the Executive’s employment termination date of termination (hereinafter referred to as the “Non Change in Control Severance Period”), less standard deductions and withholdings, to be paid during the Non Change in Control Severance Period according to accordance with the Company’s regular payroll practicesschedule, subject to any delay in payment required by Section 4.6 in connection with commencing on the Release Effective Date; and sixtieth (b60th) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during day after the Executive’s employmenteffective date of termination, with the first such installment payment including any amounts unpaid severance payments that Company paid for benefits to would have been made on the qualifying family members of normal payroll dates occurring during the Executive, first sixty (60) days following the date of termination up until termination; (2) an Annual Bonus for the earlier of either (i) the last day of the Non Change year in Control Severance Period or, (ii) the date on which the Executive begins full-time employment with another company Executive’s Qualifying Termination occurs, subject to achievement of any performance targets or business entity which offers comparable health insurance coverage goals applicable to such Annual Bonus and otherwise to the Executive (such period, extent that the “Non Change in Control COBRA Payment Period”). Notwithstanding the foregoing, if the Company determinesCompany, in its sole discretion, awards bonuses to its executives for the year in which the termination occurs, and any such Annual Bonus shall be pro­rated to reflect the Executive’s employment with the Company through the date of termination and shall be payable in a lump sum at the same time as other such annual bonuses are payable to active employees; (3) any Annual Bonus earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date; and (4) provided that the Executive is eligible for and timely elects COBRA continuation coverage under the Company’s group health plan, the Company will reimburse the Executive for the monthly COBRA cost of continued coverage under such plan for the Executive, and, where applicable, his spouse and dependents, less the amount the Executive would have been required to pay for such coverage if the Executive were an active employee of the Company, for the Severance Period, or until the Executive becomes employed by another employer offering any such benefits (whichever is earlier), provided that the Company cannot provide reserves the COBRA premium benefits without potentially incurring financial costs right to restructure the foregoing reimbursement arrangement in any manner necessary or appropriate to avoid fines, penalties under applicable law or negative tax consequences to the Company or any affiliate or the Executive (including, without limitation, Section 2716 to avoid any penalty imposed under the Patient Protection and Affordable Care Act or the guidance issued thereunder), as determined by the Company in its sole and absolute discretion. The Executive agrees to provide the Company with notice of eligibility under another health plan within two (2) weeks of such eligibility. The Executive shall submit appropriate evidence of each such expense within sixty (60) days after his receipt of the Public Health Service Act)invoice or billing statement for such expense, and the Company shall in lieu thereof pay Executive a taxable cash amount, which payment shall be made regardless of whether provide the Executive or his qualifying family members elect COBRA continuation coverage (with the “Health Care Benefit Payment”)requisite reimbursement on the next payroll date thereafter. The Health Care Benefit Payment monthly reimbursements described in this clause (4) shall be paid in monthly or bi-weekly installments normal payroll installments, commencing on the same schedule sixtieth (60th) day after the Executive’s effective date of termination. The first such installment payment shall include any unpaid severance payments that the COBRA premiums would otherwise have been paid to made on the insurernormal payroll dates occurring during the first sixty (60) days following the date of termination. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration health care continuation coverage period under section 4980B of the Non Change in Control COBRA Payment Internal Revenue Code of 1986, as amended (the “Code”) shall run concurrently with the Severance Period.

Not in Connection With a Change in Control. If the Company terminates Qualifying Termination occurs prior to the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, and Section 4.4.3(ii) below does not apply, the Company shall pay the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the effective date of termination. In addition, subject to the limitations stated a Change in this Agreement and upon the Executive’s furnishing to the Company an executed waiver and release of claims (the form of which is attached hereto as Exhibit A) (the “Release”) within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms (the “Release Effective Date”), and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period Control (as defined in the Equity Plan) and the Qualifying Termination is not a “Qualifying Pre-Closing Termination” (as defined in subsection (ii) below), substantially similar to Section 2.3or the Qualifying Termination occurs more than twelve (12) months after a Change in Control (in either case, and continuing to abide by its terms during the Severance Perioda “Standard Qualifying Termination”), the Executive shall be entitled to: (a1) the equivalent continuation of the Executive’s Base Salary in effect (at the time of termination will continue to be paid salary rate then in effect) for a period of twelve nine (129) months following the date of termination (hereinafter referred to as the “Non Change in Control Severance Period”), less standard deductions and withholdings, to be paid during the Non Change in Control Severance Period according to accordance with the Company’s regular payroll practicesschedule, subject to any delay in payment required by Section 4.6 in connection with commencing on the Release Effective Date; and sixtieth (b60th) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during day after the Executive’s employmenteffective date of termination, with the first such installment payment including any amounts unpaid severance payments that Company paid for benefits to would have been made on the qualifying family members of normal payroll dates occurring during the Executive, first sixty (60) days following the date of termination up until termination; (2) an Annual Bonus for the earlier of either (i) the last day of the Non Change year in Control Severance Period or, (ii) the date on which the Executive begins full-time employment with another company Executive’s Qualifying Termination occurs, subject to achievement of any performance targets or business entity which offers comparable health insurance coverage goals applicable to such Annual Bonus and otherwise to the Executive (such period, extent that the “Non Change in Control COBRA Payment Period”). Notwithstanding the foregoing, if the Company determinesCompany, in its sole discretion, awards bonuses to its executives for the year in which the termination occurs, and any such Annual Bonus shall be pro-rated to reflect the Executive’s employment with the Company through the date of termination and shall be payable in a lump sum at the same time as other such annual bonuses are payable to active employees; Confidential – Xxxxx X. Xxxxxx (3) any Annual Bonus earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date; and (4) provided that the Executive is eligible for and timely elects COBRA continuation coverage under the Company’s group health plan, the Company will reimburse the Executive for the monthly COBRA cost of continued coverage under such plan for the Executive, and, where applicable, his spouse and dependents, less the amount the Executive would have been required to pay for such coverage if the Executive were an active employee of the Company, for the Severance Period, or until the Executive becomes employed by another employer offering any such benefits (whichever is earlier), provided that the Company cannot provide reserves the COBRA premium benefits without potentially incurring financial costs right to restructure the foregoing reimbursement arrangement in any manner necessary or appropriate to avoid fines, penalties under applicable law or negative tax consequences to the Company or any affiliate or the Executive (including, without limitation, Section 2716 to avoid any penalty imposed under the Patient Protection and Affordable Care Act or the guidance issued thereunder), as determined by the Company in its sole and absolute discretion. The Executive agrees to provide the Company with notice of eligibility under another health plan within two (2) weeks of such eligibility. The Executive shall submit appropriate evidence of each such expense within sixty (60) days after his receipt of the Public Health Service Act)invoice or billing statement for such expense, and the Company shall in lieu thereof pay Executive a taxable cash amount, which payment shall be made regardless of whether provide the Executive or his qualifying family members elect COBRA continuation coverage (with the “Health Care Benefit Payment”)requisite reimbursement on the next payroll date thereafter. The Health Care Benefit Payment monthly reimbursements described in this clause (4) shall be paid in monthly or bi-weekly installments normal payroll installments, commencing on the same schedule sixtieth (60th) day after the Executive’s effective date of termination. The first such installment payment shall include any unpaid severance payments that the COBRA premiums would otherwise have been paid to made on the insurernormal payroll dates occurring during the first sixty (60) days following the date of termination. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration health care continuation coverage period under section 4980B of the Non Change in Control COBRA Payment Internal Revenue Code of 1986, as amended (the “Code”) shall run concurrently with the Severance Period.

Not in Connection With a Change in Control. If the Company terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, and Section 4.4.3(ii) below does not apply, the Company shall pay the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company an executed waiver and release of claims (the form of which is attached hereto as Exhibit A) (the “Release”) within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms (the “Release Effective Date”), and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period (as defined below), substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, the Executive shall be entitled toto the following benefits subject to the following terms and conditions: (a) the equivalent of the Executive’s Base Salary in effect at the time of termination will continue to be paid for a period of up to twelve (12) months following the date of termination (hereinafter referred to as the “Non Change in Control Severance Period”), less standard deductions and withholdings, to be paid during the Non Change in Control Severance Period according to the Company’s regular payroll practices, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date; and; (b) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following the date of termination up until the earlier of either (i) the last day of the Non Change in Control Severance Period or, (ii) the date on which the Executive begins full-time employment with another company or business entity which offers comparable health insurance coverage to the Executive (such period, the “Non Change in Control COBRA Payment Period”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive a taxable cash amount, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage (the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the Non Change in Control COBRA Payment Period; and (c) notwithstanding anything to the contrary set forth herein, the Non Change in Control Severance Period, and the Company’s provisions of cash severance benefits to Executive under Section 4.4.3(i)(a) shall immediately cease upon the date that Executive begins full-time employment with another company or business entity which offers base compensation to Executive of at least ninety-five percent (95%) of Executive’s Base Salary amount in effect at the time of termination. Executive agrees to immediately notify the Company in writing of any such employment.

Not in Connection With a Change in Control. If the Company terminates the Executive’s employment without Cause or the Executive terminates his employment for Good ReasonReason or due to a Qualifying Resignation, and Section 4.4.3(ii) 4.4.2.2 below does not apply, the Company shall pay the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty fifteen (3015) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company an executed waiver and release of claims (in substantially the form of which is release attached hereto as Exhibit AC) (the “Release”) within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms (the “Release Effective Date”), and subject to Executive entering into no later than continuing to comply with his obligations pursuant to the Release Effective Date Proprietary Information and Inventions Agreement (a non-competition agreement to be effective during the Severance Period (copy of which is attached as defined belowExhibit A), substantially similar and subject to Section 2.3, and the Executive continuing to abide by its terms during satisfy the Severance PeriodLitigation Cooperation Requirement, the Executive shall be paid or entitled toto receive, as applicable, the following: (a) the equivalent of one and a half (1.5) times the Executive’s annual Base Salary in effect at the time of termination will continue to be paid for a period of twelve (12) months following the date of termination (hereinafter referred to as the “Non Change in Control Severance Period”), less standard deductions and withholdings, to be paid in a lump sum on the first regular payroll date following the Release Effective Date subject to any delay in payment required by Section 4.6; (b) any Accrued and Unpaid Bonus for the prior year, if applicable, to be paid in a lump sum on the first regular payroll date following the Release Effective Date subject to any delay in payment required by Section 4.6; (c) the Executive shall also receive a pro-rated portion of his target Bonus amount for the year of termination, as applicable, if any such Initial Bonus or Bonus has been determined by the Board or the Compensation Committee to have been achieved, based on the actually achieved level of performance, in the ordinary course when determinations are made for all officers and employees of the Company based upon the metrics associated with such Bonus (the “Bonus Determination Date”) (pro-rated based upon the portion of the calendar year that the Executive was employed by the Company), less standard deductions and withholdings. If earned, the Pro-Rata Bonus which will be paid to Executive during the Non Change calendar year immediately following the year of termination less standard deductions and withholdings in Control Severance Period according to a single a lump sum and within ten (10) days after the Company’s regular payroll practicesBonus Determination Date, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date; and4.6; (bd) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employmentpremium, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following the date of termination up until the earlier of either (i) the last day end of the Non Change in Control Severance Period eighteen (18) months following his termination date or, (ii) the date on which the Executive begins full-time employment with another company or business entity which offers comparable health insurance coverage to the Executive (such period, the “Non Change in Control COBRA Payment Period”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive a taxable cash amount, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage (the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the Non Change in Control COBRA Payment Period. Additionally, if the Company ceases to sponsor and/or provide a Comparable Plan during the COBRA Payment Period, then in lieu of or in addition to providing the COBRA premium benefits, the Company shall pay Executive a taxable cash payment in a single lump sum such amount so that Executive shall retain on a net after-tax withholding basis a sufficient amount for Executive to purchase a policy providing coverage and benefits substantially similar to ta Comparable Plan for Executive and his qualifying family members for the remainder of the COBRA Payment Period; and (e) Executive may also be entitled to, subject to the terms and conditions of Sections 3.5 and/or 3.6, the Supplemental Retention Bonus and the Deal-Based Bonus.

Not in Connection With a Change in Control. If the Company terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, and Section 4.4.3(ii) below does not apply, the Company shall pay the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company an executed waiver and release of claims (the form of which is attached hereto as Exhibit A) (the “Release”) within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms (the “Release Effective Date”), and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period (as defined below), substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, the Executive shall be entitled to: (a) the equivalent of the Executive’s Base Salary in effect at the time of termination will continue to be paid for a period of twelve (12) months following the date of termination (hereinafter referred to as the “Non Change in Control Severance Period”), less standard deductions and withholdings, to be paid during the Non Change in Control Severance Period according to the Company’s regular payroll practices, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date; and (b) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following the date of termination up until the earlier of either (i) the last day of the Non Change in Control Severance Period or, (ii) the date on which the Executive begins full-time employment with another company or business entity which offers comparable health insurance coverage to the Executive (such period, the “Non Change in Control COBRA Payment Period”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive a taxable cash amount, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage (the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the Non Change in Control COBRA Payment Period.

Not in Connection With a Change in Control. If the Company terminates the Executive’s employment without Cause or the Executive terminates his employment for Good ReasonReason or due to a Qualifying Resignation or Scheduled Resignation, and Section 4.4.3(ii) 4.4.2.2 below does not apply, the Company shall pay the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company an executed waiver and release of claims (in substantially the form of which is release attached hereto as Exhibit AB to the Chief Executive Officer’s Amended and Restated Employment Agreement with the Company dated May 11, 2023) (the “Release”) within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms (the “Release Effective Date”), and subject to Executive entering into no later than continuing to comply with his obligations pursuant to the Release Effective Date Proprietary Information and Inventions Agreement (a non-competition agreement to be effective during the Severance Period (copy of which is attached as defined belowExhibit A), substantially similar and subject to Section 2.3, and the Executive continuing to abide by its terms during satisfy the Severance PeriodLitigation Cooperation Requirement, the Executive shall be paid or entitled to: to receive, as applicable, the following: (a) the equivalent of one (1) times the Executive’s annual Base Salary in effect at the time of termination will continue to be paid for a period of twelve (12) months following the date of termination (hereinafter referred to as the “Non Change in Control Severance Period”), less standard deductions and withholdings, to be paid during in a lump sum on the Non Change in Control Severance Period according to the Company’s first regular payroll practices, date following the Release Effective Date subject to any delay in payment required by Section 4.6 4.6; (b) any Accrued and Unpaid Bonus for the prior year, if applicable, to be paid in connection with a lump sum on the first regular payroll date following the Release Effective DateDate subject to any delay in payment required by Section 4.6; and (bc) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same shall also receive a pro-rated portion of Executive’s COBRA health insurance premium his target Bonus amount for the year of termination, as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following the date of termination up until the earlier of either (i) the last day of the Non Change in Control Severance Period or, (ii) the date on which the Executive begins full-time employment with another company or business entity which offers comparable health insurance coverage to the Executive (such period, the “Non Change in Control COBRA Payment Period”). Notwithstanding the foregoingapplicable, if any such Initial Bonus or Bonus has been determined by the Company determines, in its sole discretion, that Board or the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive a taxable cash amount, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage (the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise Compensation Committee to have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated achieved, based on the premium actually achieved level of performance, in the ordinary course when determinations are made for the first month of coverage), all officers and shall be paid until the expiration employees of the Non Change in Control COBRA Payment Period.Company based upon the metrics associated with such Bonus (the

Not in Connection With a Change in Control. If the Company terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, and Section 4.4.3(ii) below does not apply, the Company shall pay the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company an executed waiver and release of claims (the form of which is attached hereto as Exhibit A) (the “Release”) within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms (the “Release Release 1. Effective Date”), and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period (as defined below), substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, the Executive shall be entitled to: (a) the equivalent of the Executive’s Base Salary in effect at the time of termination will continue to be paid for a period of twelve (12) months following the date of termination (hereinafter referred to as the “Non Change in Control Severance Period”), less standard deductions and withholdings, to be paid during the Non Change in Control Severance Period according to the Company’s regular payroll practices, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date; and (b) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following the date of termination up until the earlier of either (i) the last day of the Non Change in Control Severance Period or, (ii) the date on which the Executive begins full-time employment with another company or business entity which offers comparable health insurance coverage to the Executive (such period, the “Non Change in Control COBRA Payment Period”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive a taxable cash amount, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage (the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the Non Change in Control COBRA Payment Period.

Not in Connection With a Change in Control. If In the event that Employee’s employment with the Company terminates is involuntarily terminated by the Executive’s employment without Cause Board for any reason other than Cause, death or Disability or in the Executive terminates event Employee resigns his employment for Good ReasonReason pursuant to Section 10 and the Company’s right to cure (as set forth in Section 10) has expired (an “Involuntary Termination”), and in either such case Section 4.4.3(ii9(b) below does not apply, Employee shall be entitled to the Company payments and benefits described below, provided that Employee timely executes and does not revoke the Release (as defined in Section 13) and the Release becomes effective: (i) Employee shall pay the Accrued Amounts subject receive a cash payment equal to standard deductions and withholdingsone (1) times Employee’s Annual Base Salary, such amount to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company an executed waiver and release of claims (the form of which is attached hereto as Exhibit A) (the “Release”) within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective regular installments in accordance with its terms (the “Release Effective Date”), and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period (as defined below), substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, the Executive shall be entitled to: (a) the equivalent of the ExecutiveCompany’s Base Salary in effect at the time of termination will continue to be paid for normal payroll practices over a period of twelve (12) months following the date of termination (hereinafter referred to as the “Non Change in Control Severance Period”)Employee’s Termination Date, less standard deductions and withholdingsprovided, to that no such installments shall be paid during the Non Change in Control Severance Period according prior to the Company’s regular payroll practices, subject later to any delay in payment required by Section 4.6 in connection with the Release Effective Date; and occur of (b) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following the date of termination up until the earlier of either (iA) the last day of the Non Change in Control Severance Period or, (ii) first regular Company payroll date occurring on or after the date on which the Executive begins full-time employment with another company or business entity Release becoming effective and irrevocable and (B) solely if the period during which offers comparable health insurance coverage to Employee may consider and revoke the Executive Release spans two calendar years, the first regular Company payroll date occurring in the latter such calendar year (such periodin either case, the “Non Change in Control COBRA Payment PeriodFirst Payroll Date”). Notwithstanding , with any installments otherwise payable prior to the foregoing, if First Payroll Date instead paid on the Company determines, in its sole discretion, that First Payroll Date (without interest thereon). (ii) Employee shall receive a cash payment equal to one (1) times the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 amount of the Public Health Service Act)Employee’s target annual bonus for the performance year in which the Employee’s Termination Date occurs, the Company shall payable in lieu thereof pay Executive a taxable cash amount, which lump sum payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage (the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that First Payroll Date. (iii) The Company shall, for a period of eighteen (18) months following the COBRA premiums would otherwise have been paid to Employee’s Termination Date, pay the insurer. The Health Care Benefit Payment shall be Employee each month an amount equal to the amount monthly COBRA medical insurance cost under the Company’s group medical plan for Employee and, where applicable, Employee’s spouse and eligible dependents; provided that Employee, and, where applicable, Employee’s spouse and dependents, are eligible for and timely elect to receive COBRA healthcare continuation coverage and provided further that the Company otherwise would have paid payments specified under this Section 9(a)(iii) shall cease if the Company’s statutory obligation to provide such COBRA healthcare continuation coverage terminates for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until any reason before the expiration of the Non Change eighteen (18)-month period. All Company payments under this Section 9(b)(iii) to the Employee can be used for any purpose and will be reported as taxable payments. (iv) The portion of any outstanding Equity Awards that were subject to vesting solely upon continuous service with the Company and would have vested had Employee remained employed by the Company during the twelve (12) month period following Employee’s Termination Date shall automatically become fully vested and exercisable, as applicable, as of the date on which the Release becomes effective and irrevocable (and for clarity, shall remain outstanding and eligible to vest on such date). Such Equity Awards shall continue to be governed by and exercised, settled or paid in Control COBRA Payment Periodaccordance with the terms of the applicable award agreement. (v) With respect to any outstanding Equity Award that was subject to vesting in whole or in part based on achievement of performance objective(s), to the extent that the applicable performance period has expired on or before Employee’s Termination Date, the performance objective(s) has/have been satisfied and the only condition to vesting that remains is continuous service until one or more future dates, the portion of such Equity Award that would have vested had Employee remained employed by the Company during the twelve (12) month period following Employee’s Termination Date shall become fully vested and exercisable as of the date on which the Release becomes effective and irrevocable (and for clarity, shall remain outstanding and eligible to vest on such date). Such Equity Award shall continue to be governed by and exercised, settled or paid in accordance with the terms of the applicable award agreement. (vi) Employee shall receive any amounts earned, accrued and owing but not yet paid to Employee as of Employee’s Termination Date and any benefits accrued and earned in accordance with the terms of any applicable benefit plans and programs of the Company. The payment of amounts described in this Section 9(a)(vi) are not conditioned upon the Release becoming effective unless the applicable benefit plan or program provides otherwise.

Not in Connection With a Change in Control. If the Company terminates Qualifying Termination occurs prior to the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, and Section 4.4.3(ii) below does not apply, the Company shall pay the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the effective date of termination. In addition, subject to the limitations stated a Change in this Agreement and upon the Executive’s furnishing to the Company an executed waiver and release of claims (the form of which is attached hereto as Exhibit A) (the “Release”) within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms (the “Release Effective Date”), and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period Control (as defined in the Equity Plan) and the Qualifying Termination is not a “Qualifying Pre-Closing Termination” (as defined in subsection (ii) below), substantially similar to Section 2.3or the Qualifying Termination occurs more than twelve (12) months after a Change in Control (in either case, and continuing to abide by its terms during the Severance Perioda “Standard Qualifying Termination”), the Executive shall be entitled to: (a1) the equivalent continuation of the Executive’s Base Salary in effect (at the time of termination will continue to be paid salary rate then in effect) for a period of twelve (12) months following the date of termination (hereinafter referred to as the “Non Change in Control Severance Period”), less standard deductions and withholdings, to be paid during the Non Change in Control Severance Period according to accordance with the Company’s regular payroll practicesschedule, subject to any delay in payment required by Section 4.6 in connection with commencing on the Release Effective Date; and sixtieth (b60th) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during day after the Executive’s employmenteffective date of termination, with the first such installment payment including any amounts unpaid severance payments that Company paid for benefits to would have been made on the qualifying family members of normal payroll dates occurring during the Executive, first sixty (60) days following the date of termination up until termination; (2) an Annual Bonus for the earlier of either (i) the last day of the Non Change year in Control Severance Period or, (ii) the date on which the Executive begins full-time employment with another company Executive’s Qualifying Termination occurs, subject to achievement of any performance targets or business entity which offers comparable health insurance coverage goals applicable to such Annual Bonus and otherwise to the Executive (such period, extent that the “Non Change in Control COBRA Payment Period”). Notwithstanding the foregoing, if the Company determinesCompany, in its sole discretion, awards bonuses to its executives for the year in which the termination occurs, and any such Annual Bonus shall be pro-rated to reflect the Executive’s employment with the Company through the date of termination and shall be payable in a lump sum at the same time as other such annual bonuses are payable to active employees; (3) any Annual Bonus earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date; and (4) provided that the Executive is eligible for and timely elects COBRA continuation coverage under the Company’s group health plan, the Company will reimburse the Executive for the monthly COBRA cost of continued coverage under such plan for the Executive, and, where applicable, her spouse and dependents, less the amount the Executive would have been required to pay for such coverage if the Executive were an active employee of the Company, for the Severance Period, or until the Executive becomes employed by another employer offering any such benefits (whichever is earlier), provided that the Company cannot provide reserves the COBRA premium benefits without potentially incurring financial costs right to restructure the foregoing reimbursement arrangement in any manner necessary or appropriate to avoid fines, penalties under applicable law or negative tax consequences to the Company or any affiliate or the Executive (including, without limitation, Section 2716 to avoid any penalty imposed under the Patient Protection and Affordable Care Act or the guidance issued thereunder), as determined by the Company in its sole and absolute discretion. The Executive agrees to provide the Company with notice of eligibility under another health plan within two (2) weeks of such eligibility. The Executive shall submit appropriate evidence of each such expense within sixty (60) days after her receipt of the Public Health Service Act)invoice or billing statement for such expense, and the Company shall in lieu thereof pay Executive a taxable cash amount, which payment shall be made regardless of whether provide the Executive or his qualifying family members elect COBRA continuation coverage (with the “Health Care Benefit Payment”)requisite reimbursement on the next payroll date thereafter. The Health Care Benefit Payment monthly reimbursements described in this clause (4) shall be paid in monthly or bi-weekly installments normal payroll installments, commencing on the same schedule sixtieth (60th) day after the Executive’s effective date of termination. The first such installment payment shall include any unpaid severance payments that the COBRA premiums would otherwise have been paid to made on the insurernormal payroll dates occurring during the first sixty (60) days following the date of termination. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration health care continuation coverage period under section 4980B of the Non Change in Control COBRA Payment Internal Revenue Code of 1986, as amended (the “Code”) shall run concurrently with the Severance Period.

Not in Connection With a Change in Control. If the Company terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, and Section 4.4.3(ii) below does not apply, the Company shall pay the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company an executed waiver and release of claims (in a form acceptable to the form of which is attached hereto as Exhibit A) Company (the “Release”) within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms (the “Release Effective Date”), and subject to Executive entering into no later than the Release Effective Date a non-competition and non-solicitation agreement to be effective during the Severance Period (as defined below), substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, the Executive shall be entitled to: (a) the equivalent of the Executive’s Base Salary in effect at the time of termination will continue to be paid for a period of twelve (12) months following the date of termination (hereinafter referred to as the “Non Change in Control Severance Period”), less standard deductions and withholdings, to be paid during the Non Change in Control Severance Period according to the Company’s regular payroll practices, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date; and (b) in the event the Executive timely elects continued coverage under COBRAcoverage, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following the date of termination up until the earlier of either (i) the last day of the Non Change in Control Severance Period or, (ii) the date on which the Executive begins full-time employment with another company or business entity which offers comparable health insurance coverage to the Executive (such period, the “Non Change in Control COBRA Health Care Payment Period”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA health care premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service ActAct or the local law equivalent), the Company shall in lieu thereof pay Executive a taxable cash amount, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA health care continuation coverage (the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA health care premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA health care insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the Non Change in Control COBRA Health Care Payment Period.

Not in Connection With a Change in Control. If the Company terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, and Section 4.4.3(ii) below does not apply, the Company shall pay the Accrued Amounts (defined above) subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company an executed waiver and release of claims (the form of which is attached hereto as Exhibit A) (the “Release”) within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms (the “Release Effective Date”), and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period (as defined below), substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, the Executive shall be entitled to: (a) the equivalent of the Executive’s Base Salary in effect at the time of termination will continue to be paid for a period of twelve (12) months following the date of termination (hereinafter referred to as the “Non Change in Control Severance Period”), less standard deductions and withholdings, to be paid during the Non Change in Control Severance Period according to the Company’s regular payroll practices, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date; and (b) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following the date of termination up until the earlier of either (i) the last day of the Non Change in Control Severance Period or, (ii) the date on which the Executive begins full-time employment with another company or business entity which offers comparable health insurance coverage to the Executive (such period, the “Non Change in Control COBRA Payment Period”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive a taxable cash amount, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage (the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the Non Change in Control COBRA Payment PeriodPeriod .

Not in Connection With a Change in Control. If the Company terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, and Section 4.4.3(ii) below does not apply, the Company shall pay the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company an executed waiver and release of claims (the form of which is attached hereto as Exhibit A) (the “Release”) within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms (the “Release Effective Date”), and subject to the Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period (as defined below), substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, the Executive shall be entitled to: (a) the equivalent of the Executive’s Base Salary in effect at the time of termination will continue to be paid for a period of twelve (12) months following the date of termination (hereinafter referred to as the “Non Change in Control Severance Period”), less standard deductions and withholdings, to be paid during the Non Change in Control Severance Period according to the Company’s regular payroll practices, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date; and; (b) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of the Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that the Company paid for benefits to the qualifying family members of the Executive, following the date of termination up until the earlier of either (i) the last day of the Non Change in Control Severance Period or, (ii) the date on which the Executive begins full-time employment with another company or business entity which offers comparable health insurance coverage to the Executive (such period, the “Non Change in Control COBRA Payment Period”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive a taxable cash amount, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage (the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the Non Change in Control COBRA Payment Period; and (c) notwithstanding anything to the contrary set forth herein, the Severance Period, and the Company’s provisions of cash severance benefits to the Executive under Section 4.4.3(i)(a) shall immediately cease upon the date that the Executive begins full-time employment with another company or business entity which offers base compensation to the Executive of at least ninety-five percent (95%) of the Executive’s Base Salary amount in effect at the time of termination. The Executive agrees to immediately notify the Company in writing of any such employment.

Not in Connection With a Change in Control. If the Company terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, and Section 4.4.3(ii) below does not apply, the Company shall pay the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company an executed waiver and release of claims (the form of which is attached hereto as Exhibit A) (the “Release”) within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms (the “Release Effective Date”), and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Non Change in Control Severance Period (as defined below), substantially similar to Section 2.3, and continuing to abide by its terms during the Non Change in Control Severance Period, the Executive shall be entitled to: (a) the equivalent of the Executive’s Base Salary in effect at the time of termination will continue to be paid for a period of twelve (12) months following the date of termination (hereinafter referred to as the “Non Change in Control Severance Period”), less standard deductions and withholdings, to be paid during the Non Change in Control Severance Period according to the Company’s regular payroll practices, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date; (b) Executive’s target Bonus in effect at the time of termination, or if none, the last target Bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum no later than ten (10) days after the Release Effective Date; and (bc) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following the date of termination up until the earlier of either (i) the last day of the Non Change in Control Severance Period or, (ii) the date on which the Executive begins full-time employment with another company or business entity which offers comparable health insurance coverage to the Executive (such period, the “Non Change in Control COBRA Payment Period”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive a taxable cash amount, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage (the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the Non Change in Control COBRA Payment Period.

Not in Connection With a Change in Control. If the Company terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, and Section 4.4.3(ii) 4.4.2.2 below does not apply, the Company shall pay the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company an executed waiver and release of claims (in a form satisfactory to the form of which is attached hereto as Exhibit ACompany) (the “Release”) within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms (the “Release Effective Date”), and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period (as defined below), substantially similar to Section 2.3, and continuing to abide by its terms during comply with his obligations pursuant to the Severance Period, Proprietary Information and Inventions Agreement (a copy of which is attached as Exhibit A) the Executive shall be paid or entitled toto receive, as applicable, the following: (a) the equivalent of one (1) times the Executive’s annual Base Salary in effect at the time of termination will continue less standard deductions and withholdings, to be paid for in a period of twelve (12) months lump sum on the first regular payroll date following the date Release Effective Date; (b) the Executive shall be paid a pro-rated portion of termination his target Bonus amount for the year of termination, if any such Bonus has been determined by the Board or the Compensation Committee to have been achieved in the ordinary course when determinations are made for all officers and employees of the Company based upon the metrics associated with such Bonus (hereinafter referred to as the “Non Change in Control Severance PeriodBonus Determination Date”) (pro-rated based upon the portion of the calendar year that the Executive was employed by the Company), less standard deductions and withholdings, to be paid during as a lump sum within ten (10) days after the Non Change in Control Severance Period according to the Company’s regular payroll practicesBonus Determination Date, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date; and (bc) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employmentpremium, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following the date of termination up until the earlier of either (i) the last day end of the Non Change in Control Severance Period twelve (12) months following his termination date or, (ii) the date on which the Executive begins full-time employment with another company or business entity which offers comparable health insurance coverage to the Executive (such period, the “Non Change in Control COBRA Payment Period”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive a taxable cash amount, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage (the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the Non Change in Control COBRA Payment Period.

Not in Connection With a Change in Control. If the Company terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, and Section 4.4.3(ii) below does not apply, the Company shall pay the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company an executed waiver and release of claims (the form of which is attached hereto as Exhibit A) (the “Release”) within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms (the “Release Effective Date”), and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period (as defined below), substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, the Executive shall be entitled to: (a) the equivalent of the Executive’s Base Salary in effect at the time of termination will continue to be paid for a period of twelve (12) months following the date of termination (hereinafter referred to as the “Non Change in Control Severance Period”), less standard deductions and withholdings, to be paid during the Non Change in Control Severance Period according to the Company’s regular payroll practices, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date; and (b) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following the date of termination up until the earlier of either (i) the last day of the Non Change in Control Severance Period or, (ii) the date on which the Executive begins full-time employment with another company or business entity which offers comparable health insurance coverage to the Executive (such period, the “Non Change in Control COBRA Payment Period”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive a taxable cash amount, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage (the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the Non Change in Control COBRA Payment Period.Change

Not in Connection With a Change in Control. If the Company terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, and Section 4.4.3(ii) 4.4.2.2 below does not apply, the Company shall pay the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Letter Agreement and upon the Executive’s furnishing to the Company an executed waiver and release of claims (in a form satisfactory to the form of which is attached hereto as Exhibit ACompany) (the “Release”) within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms (the “Release Effective Date”), and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period (as defined below), substantially similar to Section 2.3, and continuing to abide by its terms during comply with his obligations pursuant to the Severance Period, the Executive shall be entitled to:Proprietary Information and Inventions Agreement (a copy of which is attached as Exhibit A): (a) the equivalent of the Executive’s Base Salary in effect at the time of termination will continue to be paid for a period of twelve one (121) months month following the date of termination (hereinafter referred to as the “Non Change in Control Severance Period”), less standard deductions and withholdings, to be paid in equal installments during the Non Change in Control Severance Period according to the Company’s regular payroll practices, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date; and (b) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employmentpremium, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following the date of termination up until the earlier of either (i) the last day of the Non Change in Control Severance Period or, (ii) the date on which the Executive begins full-time employment with another company or business entity which offers comparable health insurance coverage to the Executive (such period, the “Non Change in Control COBRA Payment Period”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive a taxable cash amount, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage (the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the Non Change in Control COBRA Payment Period.

Not in Connection With a Change in Control. If the Company terminates Qualifying Termination occurs prior to the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, and Section 4.4.3(ii) below does not apply, the Company shall pay the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the effective date of termination. In addition, subject to the limitations stated a Change in this Agreement and upon the Executive’s furnishing to the Company an executed waiver and release of claims (the form of which is attached hereto as Exhibit A) (the “Release”) within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms (the “Release Effective Date”), and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period Control (as defined in the Equity Plan) and the Qualifying Termination is not a “Qualifying Pre-Closing Termination” (as defined in subsection (ii) below), substantially similar to Section 2.3or the Qualifying Termination occurs more than twelve (12) months after a Change in Control (in either case, and continuing to abide by its terms during the Severance Perioda “Standard Qualifying Termination”), the Executive shall be entitled to: (a1) the equivalent continuation of the Executive’s Base Salary in effect (at the time of termination will continue to be paid salary rate then in effect) for a period of twelve either six (126) months following if terminated within six months from the date of termination Effective Date , OR nine (hereinafter referred to as 9) months if terminated after six months from the Effective Date (in each case, the “Non Change in Control Severance Period”), less standard deductions and withholdings, to be paid during the Non Change in Control Severance Period according to accordance with the Company’s regular payroll practicesschedule, subject to any delay in payment required by Section 4.6 in connection with commencing on the Release Effective Date; and sixtieth (b60th) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during day after the Executive’s employmenteffective date of termination, with the first such installment payment including any amounts unpaid severance payments that Company paid for benefits to would have been made on the qualifying family members of normal payroll dates occurring during the Executive, first sixty (60) days following the date of termination up until termination; (2) an Annual Bonus for the earlier of either (i) the last day of the Non Change year in Control Severance Period or, (ii) the date on which the Executive begins full-time employment with another company Executive’s Qualifying Termination occurs, subject to achievement of any performance targets or business entity which offers comparable health insurance coverage goals applicable to such Annual Bonus and otherwise to the Executive (such period, extent that the “Non Change in Control COBRA Payment Period”). Notwithstanding the foregoing, if the Company determinesCompany, in its sole discretion, awards bonuses to its executives for the year in which the termination occurs, and any such Annual Bonus shall be pro-rated to reflect the Executive’s employment with the Company through the date of termination and shall be payable in a lump sum at the same time as other such annual bonuses are payable to active employees; (3) any Annual Bonus earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date; and (4) provided that the Executive is eligible for and timely elects COBRA continuation coverage under the Company’s group health plan, the Company will reimburse the Executive for the monthly COBRA cost of continued coverage under such plan for the Executive, and, where applicable, his spouse and dependents, less the amount the Executive would have been required to pay for such coverage if the Executive were an active employee of the Company, for the Severance Period, or until the Executive becomes employed by another employer offering any such benefits (whichever is earlier), provided that the Company cannot provide reserves the COBRA premium benefits without potentially incurring financial costs right to restructure the foregoing reimbursement arrangement in any manner necessary or appropriate to avoid fines, penalties under applicable law or negative tax consequences to the Company or any affiliate or the Executive (including, without limitation, Section 2716 to avoid any penalty imposed under the Patient Protection and Affordable Care Act or the guidance issued thereunder), as determined by the Company in its sole and absolute discretion. The Executive agrees to provide the Company with notice of eligibility under another health plan within two (2) weeks of such eligibility. The Executive shall submit appropriate evidence of each such expense within sixty (60) days after his receipt of the Public Health Service Act)invoice or billing statement for such expense, and the Company shall in lieu thereof pay Executive a taxable cash amount, which payment shall be made regardless of whether provide the Executive or his qualifying family members elect COBRA continuation coverage (with the “Health Care Benefit Payment”)requisite reimbursement on the next payroll date thereafter. The Health Care Benefit Payment monthly reimbursements described in this clause (4) shall be paid in monthly or bi-weekly installments normal payroll installments, commencing on the same schedule sixtieth (60th) day after the Executive’s effective date of termination. The first such installment payment shall include any unpaid severance payments that the COBRA premiums would otherwise have been paid to made on the insurernormal payroll dates occurring during the first sixty (60) days following the date of termination. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration health care continuation coverage period under section 4980B of the Non Change in Control COBRA Payment Internal Revenue Code of 1986, as amended (the “Code”) shall run concurrently with the Severance Period.

Not in Connection With a Change in Control. If the Company terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, and Section 4.4.3(ii) below does not apply, the Company shall pay the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company an executed waiver and release of claims (the form of which is attached hereto as Exhibit A) (the “Release”) within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms (the “Release Effective Date”), and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period (as defined below), substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, the Executive shall be entitled to: (a) the equivalent of the Executive’s Base Salary in effect at the time of termination will continue to be paid for a period of twelve nine (129) months following the date of termination (hereinafter referred to as the “Non Change in Control Severance Period”), less standard deductions and withholdings, to be paid during the Non Change in Control Severance Period according to the Company’s regular payroll practices, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date; and (b) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following the date of termination up until the earlier of either (i) the last day of the Non Change in Control Severance Period or, (ii) the date on which the Executive begins full-time employment with another company or business entity which offers comparable health insurance coverage to the Executive (such period, the “Non Change in Control COBRA Payment Period”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive a taxable cash amount, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage (the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the Non Change in Control COBRA Payment Period.

Not in Connection With a Change in Control. If the Company terminates Qualifying Termination occurs prior to the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, and Section 4.4.3(ii) below does not apply, the Company shall pay the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the effective date of termination. In addition, subject to the limitations stated a Change in this Agreement and upon the Executive’s furnishing to the Company an executed waiver and release of claims (the form of which is attached hereto as Exhibit A) (the “Release”) within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms (the “Release Effective Date”), and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period Control (as defined in the Equity Plan) and the Qualifying Termination is not a “Qualifying Pre­Closing Termination” (as defined in subsection (ii) below), substantially similar to Section 2.3or the Qualifying Termination occurs more than twelve (12) months after a Change in Control (in either case, and continuing to abide by its terms during the Severance Perioda “Standard Qualifying Termination”), the Executive shall be entitled to: (a1) the equivalent continuation of the Executive’s Base Salary in effect (at the time of termination will continue to be paid salary rate then in effect) for a period of twelve (12) months following the Executive’s employment termination date of termination (hereinafter referred to as the “Non Change in Control Severance Period”), less standard deductions and withholdings, to be paid during the Non Change in Control Severance Period according to accordance with the Company’s regular payroll practicesschedule, subject to any delay in payment required by Section 4.6 in connection with commencing on the Release Effective Date; and sixtieth (b60th) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during day after the Executive’s employmenteffective date of termination, with the first such installment payment including any amounts unpaid severance payments that Company paid for benefits to would have been made on the qualifying family members of normal payroll dates occurring during the Executive, first sixty (2)(60) days following the date of termination up until termination; (3) an Annual Bonus for the earlier of either (i) the last day of the Non Change year in Control Severance Period or, (ii) the date on which the Executive begins full-time employment with another company Executive’s Qualifying Termination occurs, subject to achievement of any (4) performance targets or business entity which offers comparable health insurance coverage goals applicable to such Annual Bonus and otherwise to the Executive (such period, extent that the “Non Change in Control COBRA Payment Period”). Notwithstanding the foregoing, if the Company determinesCompany, in its sole discretion, awards bonuses to its executives for the year in which the termination occurs, and any such Annual Bonus shall be pro­rated to reflect the Executive’s employment with the Company through the date of termination and shall be payable in a lump sum at the same time as other such annual bonuses are payable to active employees; (5) any Annual Bonus earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date; and (6) provided that the Executive is eligible for and timely elects COBRA continuation coverage under the Company’s group health plan, the Company will reimburse the Executive for the monthly COBRA cost of continued coverage under such plan for the Executive, and, where applicable, his spouse and dependents, less the amount the Executive would have been required to pay for such coverage if the Executive were an active employee of the Company, for the Severance Period, or until the Executive becomes employed by another employer offering any such benefits (whichever is earlier), provided that the Company cannot provide reserves the COBRA premium benefits without potentially incurring financial costs right to restructure the foregoing reimbursement arrangement in any manner necessary or appropriate to avoid fines, penalties under applicable law or negative tax consequences to the Company or any affiliate or the Executive (including, without limitation, Section 2716 to avoid any penalty imposed under the Patient Protection and Affordable Care Act or the guidance issued thereunder), as determined by the Company in its sole and absolute discretion. The Executive agrees to provide the Company with notice of eligibility under another health plan within two (2) weeks of such eligibility. The Executive shall submit appropriate evidence of each such expense within sixty (60) days after his receipt of the Public Health Service Act)invoice or billing statement for such expense, and the Company shall in lieu thereof pay Executive a taxable cash amount, which payment shall be made regardless of whether provide the Executive or his qualifying family members elect COBRA continuation coverage (with the “Health Care Benefit Payment”)requisite reimbursement on the next payroll date thereafter. The Health Care Benefit Payment monthly reimbursements described in this clause (4) shall be paid in monthly or bi-weekly installments normal payroll installments, commencing on the same schedule sixtieth (60th) day after the Executive’s effective date of termination. The first such installment payment shall include any unpaid severance payments that the COBRA premiums would otherwise have been paid to made on the insurernormal payroll dates occurring during the first sixty (60) days following the date of termination. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration health care continuation coverage period under section 4980B of the Non Change in Control COBRA Payment Internal Revenue Code of 1986, as amended (the “Code”) shall run concurrently with the Severance Period.

Not in Connection With a Change in Control. If the Company terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, and Section 4.4.3(ii) 4.4.2.2 below does not apply, the Company shall pay the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company an executed waiver and release of claims (in substantially the form of which is Exhibit B attached hereto as Exhibit Ahereto) (the “Release”) within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms (the “Release Effective Date”), and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period (as defined below), substantially similar to Section 2.3, and continuing to abide by its terms during comply with his obligations pursuant to the Severance Period, the Executive shall be entitled to:Proprietary Information and Inventions Agreement (a copy of which is attached as Exhibit A): (a) the equivalent of the Executive’s Base Salary in effect at the time of termination will continue to be paid for a period of twelve eighteen (1218) months following the date of termination (hereinafter referred to as the “Non Change in Control Severance Period”), less standard deductions and withholdings, to be paid in equal installments during the Non Change in Control Severance Period according to the Company’s regular payroll practices, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date; and4.6; (b) the Executive shall also receive a pro-rated portion of his target Initial Bonus or Bonus amount for the year of termination, as applicable, if any such Initial Bonus or Bonus has been determined by the Board or the Compensation Committee to have been achieved, based on the actually achieved level of performance, in the ordinary course when determinations are made for all officers and employees of the Company based upon the metrics associated with such Initial Bonus or Bonus (the “Bonus Determination Date”) (pro-rated based upon the portion of the calendar year that the Executive was employed by the Company), less standard deductions and withholdings, to be paid as a lump sum within ten (10) days after the Bonus Determination Date, subject to any delay in payment required by Section 4.6; (c) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employmentpremium, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following the date of termination up until the earlier of either (i) the last day of the Non Change in Control Severance Period or, (ii) the date on which the Executive begins full-time employment with another company or business entity which offers comparable health insurance coverage to the Executive (such period, the “Non Change in Control COBRA Payment Period”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive a taxable cash amount, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage (the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the Non Change in Control COBRA Payment Period; (d) the Executive’s Time-Based Equity Awards shall be fully accelerated such that on the effective date of such termination one hundred percent (100%) of any Time-Based Vesting Equity Awards granted to the Executive prior to such termination shall be fully vested and immediately exercisable, if applicable, by the Executive. Treatment of any performance based vesting equity awards will be governed solely by the terms of the agreements under which such awards were granted and will not be eligible to accelerate vesting pursuant to the foregoing provision; and (e) any remaining unpaid supplemental compensation under Section 3.11 that would have been paid to the Executive had the Executive continued his employment with the Company through January 1, 2025 shall be paid in accordance with the defined schedule set forth under Section 3.11. (f) the Executive shall also receive a pro-rated portion of his Revenue Bonus, if any, for the fiscal year in which the Executive employment terminates, based on the number of days that Executive was employed by the Company during such fiscal year and the applicable level of achievement of the Revenue Goal for the year of termination as determined by the Board in accordance with Section 3.5 (and for the avoidance of doubt, contingent upon achievement of the applicable threshold goal for such fiscal year), less standard deductions and withholdings, which will be paid at the same time as provided in Section 3.5 as if Executive had remained employed through the applicable payment date, subject to any delay in payment required by Section 4.6. (g) if the Share Price Goal was achieved on or prior to the date of Executive’s termination of employment, but the Share Price Bonus has not yet been paid, then the Share Price Bonus shall be paid to Executive, less standard deductions and withholdings, on the later of (i) March 15, 2024 or (ii) the Release Effective Date, subject to any delay in payment required by Section 4.6.

Not in Connection With a Change in Control. If the Company terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, and Section 4.4.3(ii) 4.4.2.2 below does not apply, the Company shall pay the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company an executed waiver and release of claims (in a form satisfactory to the form of which is attached hereto as Exhibit ACompany) (the “Release”) within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms (the “Release Effective Date”), and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period (as defined below), substantially similar to Section 2.3, and continuing to abide by its terms during comply with his obligations pursuant to the Severance Period, the Proprietary Information and Inventions Agreement (a copy of which is attached as Exhibit A) Executive shall be paid or entitled toto receive, as applicable, the following: (a) the equivalent of one (1) times the Executive’s annual Base Salary in effect at the time of termination will continue termination, less standard deductions and withholdings to be paid for in a period of twelve (12) months lump sum on the first regular payroll date following the date Release Effective Date; (b) the Executive shall also be paid a pro-rated portion of termination his target Bonus amount for the year of termination, if any such Bonus has been determined by the Board or the Compensation Committee to have been achieved in the ordinary course when determinations are made for all officers and employees of the Company based upon the metrics associated with such Bonus (hereinafter referred to as the “Non Change in Control Severance PeriodBonus Determination Date”) (pro-rated based upon the portion of the calendar year that the Executive was employed by the Company), less standard deductions and withholdings, to be paid during as a lump sum within ten (10) days after the Non Change in Control Severance Period according to the Company’s regular payroll practicesBonus Determination Date, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date; and (bc) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employmentpremium, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following the date of termination up until the earlier of either (i) the last day end of twelve (12) months following the Non Change in Control Severance Period termination date or, (ii) the date on which the Executive begins full-time employment with another company or business entity which offers comparable health insurance coverage to the Executive (such period, the “Non Change in Control COBRA Payment Period”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive a taxable cash amount, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage (the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the Non Change in Control COBRA Payment Period.

Not in Connection With a Change in Control. If the Company terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, and Section 4.4.3(ii) below does not apply, the Company shall pay the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company an executed waiver and release of claims (the form of which is attached hereto as Exhibit A) (the “Release”) within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms (the “Release Effective Date”), and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Non Change in Control Severance Period (as defined below), substantially similar to Section 2.3, and continuing to abide by its terms during the Non Change in Control Severance Period, the Executive shall be entitled to: (a) the equivalent of the Executive’s Base Salary in effect at the time of termination will continue to be paid for a period of twelve twenty-four (1224) months following the date of termination (hereinafter referred to as the “Non Change in Control Severance Period”), less standard deductions and withholdings, to be paid during the Non Change in Control Severance Period according to the Company’s regular payroll practices, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date; (b) two (2) times Executive’s target Bonus in effect at the time of termination, or if none, two (2) times the last target Bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum no later than ten (10) days after the Release Effective Date; and (bc) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following the date of termination up until the earlier of either (i) the last day of the Non Change in Control Severance Period or, (ii) the date on which the Executive begins full-time employment with another company or business entity which offers comparable health insurance coverage to the Executive (such period, the “Non Change in Control COBRA Payment Period”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay Executive a taxable cash amount, which payment shall be made regardless of whether the Executive or his qualifying family members elect COBRA continuation coverage (the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly or bi-weekly installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the Non Change in Control COBRA Payment Period.