Common use of Separation Pay and Benefits Clause in Contracts

Separation Pay and Benefits. Specifically in consideration of your signing this Separation Agreement and subject to the limitations, obligations, and other provisions contained in this Separation Agreement, MakeMusic agrees as follows: a. To pay you separation pay in the gross amount of Two Hundred Ninety-Six Thousand Six Hundred Forty and 00/100 Dollars ($296,640) (representing twelve (12) months of pay at the rate of your ending base salary), less applicable deductions and withholding. Such separation pay will be paid to you in substantially equal installments on the Company’s regular payday schedule beginning with the first regularly scheduled payday following expiration of the rescission periods noted below without rescission. b. Provided you timely elect and remain eligible for COBRA coverage, to pay $961.70 of your monthly COBRA premiums for your family’s health, dental and life insurance coverage for the twelve month period of July 2012 through June 2013. You will be responsible for paying the balance of the premiums for such insurance coverage during this period and, by signing this Separation Agreement, you voluntarily authorize MakeMusic to deduct your portion of the premiums from the payments described in Section 2.a. above, unless you notify MakeMusic that you and/or your family no longer need COBRA coverage through MakeMusic. MakeMusic will discontinue payments under this Section 2.b. prior to the expiration of the twelve month period if, and at such time as, you (1) are covered or eligible to be covered under the insurance policy of a new employer with substantially similar benefits, or (2) cease to participate, for whatever reason, in MakeMusic’s group insurance plans. You agree to promptly provide MakeMusic notice if you become covered or eligible to be covered under the health, dental or life insurance policy of a new employer with substantially similar benefits. c. With respect to the option to purchase shares of MakeMusic common stock granted under Section 2.07 of the Employment Agreement (the “Option”), to execute the amendment attached hereto as Exhibit A, in order to: (i) cause the immediate vesting of 2,604 shares of MakeMusic common stock as of the date of execution of this Separation Agreement, and (ii) extend to June 15, 2015 the period during which the vested portion of the Option may be exercised following your separation from service. Following your separation from service, the Option shall be exercisable only to the extent that it is exercisable as of the date of execution of this Separation Agreement (equal to an aggregate of 33,852 shares), but had not previously been exercised. To the extent the Option is not exercisable upon your separation from service, or if you do not exercise the Option on or prior to June 15, 2015, all of your rights under the Option will be forfeited. The parties acknowledge that these amendments will result in the Option being treated as a non-qualified stock option in accordance with applicable rules of the Internal Revenue Code. d. To pay you Sixty Thousand and 00/100 Dollars ($60,000), less applicable deductions and withholding, within ten (10) business days following expiration of the rescission periods noted below without rescission.

Separation Pay and Benefits. Specifically in consideration of your signing this Separation Agreement and subject to the limitations, obligations, and other provisions contained in this Separation Agreement, MakeMusic agrees as follows: a. To pay you separation pay in the gross amount of Two Ninety Three Thousand Eight Hundred Ninety-Six Thousand Six Hundred Forty Sixty Four and 00/100 98/100 Dollars ($296,64093,864.98) (representing twelve (12) months of pay from June 14, 2011 through November 9, 2011 at the rate of your ending base salary), less applicable deductions and withholding. Such separation pay will be paid to you in substantially equal installments on the CompanyMakeMusic’s regular payday normal payroll schedule beginning with on the first regularly scheduled payday following expiration of the rescission periods noted below without rescission.below; b. Provided To pay you timely elect the pro-rated value of any incentive cash compensation earned by you in fiscal year 2011. MakeMusic will calculate such fiscal year 2011 bonus in accordance with the terms of the applicable Executive Incentive Compensation Plan and remain eligible for COBRA coveragepro-rate to your June 13, to pay $961.70 of your monthly COBRA premiums for your family’s health2011 separation date. Your 2011 cash bonus, dental and life insurance coverage for the twelve month period of July 2012 through June 2013. You if earned, will be responsible for paying paid to you on or before March 15, 2012; c. To issue to you the balance of the premiums for such insurance coverage during this period and, by signing this Separation Agreement, you voluntarily authorize MakeMusic to deduct your pro-rated portion of the premiums from the payments described in Section 2.a. above, unless you notify MakeMusic that you and/or your family no longer need COBRA coverage through MakeMusicearned restricted stock award for fiscal year 2011. MakeMusic will discontinue payments calculate such earned restricted stock award in accordance with the terms of the applicable Executive Incentive Compensation Plan and pro-rate to your June 13, 2011 separation date. Your 2011 restricted stock award, if earned, will be issued to you on or before March 15, 2012 and will not be subject to risks of forfeiture; d. The portion of your previously-issued restricted stock award under the 2010 bonus plan that would otherwise be subject to risk of forfeiture as of the date hereof (714 shares) is to be released from restriction as soon as reasonably practicable following the acceptance date of this Section 2.bAgreement. prior The shares issued pursuant to the expiration restricted stock awards referenced in Sections 2(c) and 2(d) of the twelve month period if, and at such time as, you (1) are covered or eligible to this Agreement shall be covered under the insurance policy of a new employer with substantially similar benefits, or (2) cease to participate, for whatever reason, in MakeMusic’s group insurance plans. You agree to promptly provide MakeMusic notice if you become covered or eligible to be covered under the health, dental or life insurance policy of a new employer with substantially similar benefits. c. With respect to the option to purchase released into your Xxxxx Fargo account as unrestricted shares of MakeMusic common stock granted under Section 2.07 of the Employment Agreement (the “Option”), to execute the amendment attached hereto as Exhibit A, in order to: (i) cause the immediate vesting of 2,604 shares of MakeMusic common stock as of the date of execution of this Separation Agreement, and (ii) extend to June 15, 2015 the period during which the vested portion of the Option may be exercised following your separation from service. Following your separation from service, the Option shall be exercisable only to the extent that it is exercisable as of the date of execution of this Separation Agreement (equal to an aggregate of 33,852 shares), but had not previously been exercised. To the extent the Option is not exercisable upon your separation from service, or if you do not exercise the Option on or prior to June 15, 2015, all of your rights under the Option will be forfeited. The parties acknowledge that these amendments will result in the Option being treated as a non-qualified stock option in accordance with applicable rules of the Internal Revenue Codestock. d. To pay you Sixty Thousand and 00/100 Dollars ($60,000), less applicable deductions and withholding, within ten (10) business days following expiration of the rescission periods noted below without rescission.

Separation Pay and Benefits. Specifically in consideration of your signing this Separation Agreement and subject to the limitations, obligations, and other provisions contained in this Separation Agreement, MakeMusic agrees as follows: a. To pay you separation pay in the gross amount of One Hundred Eighty Two Thousand Nine Hundred Ninety-Six Thousand Six Hundred Forty Fifty and 00/100 Dollars ($296,640) (representing twelve (12) months of pay at the rate of your ending base salary182,950), less applicable deductions and withholding. Such separation pay will be paid to as follows: $60,983.33 to be paid in a lump sum on or about July 15, 2009, and the remainder to be paid to you in substantially equal installments on the CompanyMakeMusic’s regular payday normal payroll schedule beginning on or about August 1, 2009 and continuing until the separation pay has been paid in full, with full payment being made no later than January 31, 2010; b. To enter into a Consultant Agreement with you, attached as Exhibit A, for the first regularly scheduled payday following expiration period January 1, 2009 through July 7, 2009, and to pay you a consulting fee of the rescission periods noted below without rescission$50,000 under such Agreement. b. c. Provided you timely elect and remain eligible for COBRA coverage, to pay $961.70 from January 1, 2009 through December 31, 2009, the employer portion of your monthly the COBRA premiums for your family’s health, dental and life current health insurance coverage for the twelve month period of July 2012 through June 2013under MakeMusic’s group health insurance plan. You will continue to be responsible for paying the balance to pay your portion of the premiums for such health insurance coverage during this period and, by signing this Separation Agreement, you voluntarily authorize MakeMusic to deduct your portion of the premiums from the payments described in Section 2.a. above, unless you notify MakeMusic that you and/or your family no longer need COBRA coverage through MakeMusicperiod. MakeMusic will discontinue payments under this Section 2.b2.c. prior to the expiration of the twelve month period before December 31, 2009 if, and at such time as, you (1) are covered or eligible to be covered under the health insurance policy of a new employer with substantially similar benefitsemployer, or (2) cease to participate, for whatever reason, in MakeMusic’s group health insurance plansplan. By your signature below, you acknowledge and agree that MakeMusic may modify or terminate its group health insurance plan at any time and that you shall have the same right to participate in MakeMusic’s group health insurance plan only as is provided on an equivalent basis to the company’s executive employees. You further agree to promptly provide MakeMusic notice if you become covered or eligible to be covered under the health, dental or life health insurance policy of a new employer with substantially similar benefitsemployer. You further agree that you must pay the full amount of the premiums for any continuation coverage to which you may be entitled under any other group insurance plan sponsored by MakeMusic. c. With respect to the option to purchase shares of MakeMusic common stock granted under Section 2.07 of the Employment Agreement (the “Option”), to d. To execute the amendment Amendments to Incentive Stock Option Agreement attached hereto as Exhibit A, in order toB to effect the following revisions: (i) cause the immediate vesting of 2,604 shares of MakeMusic common stock Option Grant Date # Fully Vested Shares as of the date of execution of this Separation Agreement12/31/2008 Expiration Date June 28, 2001 6,000 December 31, 2009 July 7, 2003 195,000 December 31, 2009 as to 105,300 shares and (ii) extend July 6, 2010 as to June 89,700 shares February 15, 2015 2007 37,500 December 31, 2009 Further, MakeMusic agrees to take all such action as is necessary to permit the period during which the vested portion cashless exercise of the Option may be exercised following your separation from service. Following your separation from service, foregoing options through the Option shall be exercisable only cancellation of a sufficient number of option shares to cover the extent that it is exercisable as cost of the date exercise of execution of this Separation Agreement (equal to an aggregate of 33,852 shares), but had not previously been exercised. To the extent the Option is not exercisable upon your separation from service, or if you do not exercise the Option on or prior to June 15, 2015, all of your rights under the Option will be forfeitedremaining option shares including withholding for taxes and other customary payroll deductions. The parties acknowledge that these amendments will result in the Option foregoing options being treated as a non-qualified stock option options in accordance with applicable rules IRS rules. e. To transfer ownership of the Internal Revenue Codefollowing MakeMusic property to you: a computer, computer monitor, related computer accessories (to include a projector, sound systems and an additional computer monitor), a desk, a desk chair, IPhone, and saxophone. If there is any remaining current value to such items, MakeMusic will loan these items to you until such time as there is no remaining taxable value on these items, at which time MakeMusic will give the items to you. MakeMusic requires that you remove all of MakeMusic’s confidential and trade secret information from the computer that will be transferred to you, and that you not use, disclose or keep any copies of such information. d. f. To continue to pay your currently monthly AT&T fees for the IPhone through January 31, 2010. g. To reimburse you Sixty Thousand for up to $15,000 in expenses incurred by you for outplacement services provided by an outplacement firm and/or reasonable domestic travel (coach airfare and 00/100 Dollars ($60,000)accommodations) related to your efforts to secure new employment. All expense reimbursement requests must be submitted in writing, less applicable deductions along with detailed documentation of your expenses, to MakeMusic on or before December 31, 2009. Payment will be made to you within 30 calendar days of MakeMusic’s receipt of your request and withholding, within ten (10) business days following expiration of the rescission periods noted below without rescissiondocumentation. MakeMusic will characterize such expenses as non-taxable expense reimbursements to you.

Separation Pay and Benefits. Specifically in consideration of your signing this Separation Agreement and subject to the limitations, obligations, and other provisions contained in this Separation Agreement, MakeMusic agrees as follows: a. To Delcath agrees to pay you separation pay in the gross amount of Two Hundred Ninety-Six Thousand Six Hundred Forty and 00/100 Dollars ($296,640) (representing twelve (12) months months’ severance, in the total gross amount of pay at the rate of your ending base salaryThree Hundred Thirty Thousand One Hundred Fifty Four and 35/100 Dollars ($330,154.35), less applicable deductions and withholding. Such The separation pay described in this Section 2.a. will be divided into approximately equal installments and paid at regular payroll intervals, but in no event less frequently than monthly, during the 12-month period immediately following the Separation Date. Payments will commence on the first payroll cycle coinciding with or immediately following the 60th calendar day after the Separation Date, provided within such 60- day period (i) you have signed and returned this Agreement to Delcath, and (ii) the rescission period set forth in Section 5 has expired without rescission. Any payments pursuant to this Section 2.a. that, but for the immediately preceding sentence, would otherwise have been payable by Delcath during such 60-day period will be paid to you by Delcath in substantially a lump sum on the first payroll cycle after the expiration of such period, and the balance of such severance will be paid in approximately equal installments on over the Company’s regular payday schedule beginning with remainder of such 12-month period according to the first regularly scheduled payday following expiration of the rescission periods noted below without rescissionoriginal payment schedule. b. If you have not already earned your cash retention bonus pursuant to the Delcath Systems, Inc. Executive Retention Bonus Plan adopted by the Compensation Committee on November 14, 2013, Delcath agrees to pay you such cash retention bonus, to be paid on April 15, 2015. c. Provided you timely elect and remain eligible for pursuant to COBRA coverageto continue to participate in Delcath’s group health and/or dental plans, Delcath agrees to pay $961.70 of your monthly the COBRA premiums for your family’s healthhealth and/or dental coverage under the plans through March 9, dental and life insurance coverage for 2016 (the twelve month period of July 2012 through June 2013“COBRA Payment Period”). You will be responsible for paying the balance of the premiums for such insurance coverage during this period and, by signing this Separation Agreement, you voluntarily authorize MakeMusic to deduct your portion of the premiums from the payments described in Section 2.a. above, unless you notify MakeMusic that you and/or your family no longer need COBRA coverage through MakeMusic. MakeMusic Delcath will discontinue payments under this Section 2.b2.c. prior to the expiration of the twelve month period ifbefore March 9, 2016 if and at such time as, as you (1i) are covered or eligible to be covered under the insurance policy health and/or dental plan of a new employer with substantially similar benefitsemployer, or (2ii) cease to participate, for whatever reason, in MakeMusicDelcath’s group insurance health and/or dental plans. You , and you agree to promptly provide MakeMusic Delcath notice if you become covered or eligible to be covered under the health, health and/or dental or life insurance policy plan of a new employer with substantially employer. If Delcath determines, in its sole discretion, that payment of the COBRA premiums under this Section 2.c. would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code or any statute or regulation of similar benefits. c. With respect effect (including but not limited to the option 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying the COBRA premiums, Delcath may instead elect to purchase shares pay you on the first day of MakeMusic common stock granted under Section 2.07 of each month, a fully taxable cash payment equal to the Employment Agreement COBRA premiums for that month, subject to applicable tax withholdings (the “OptionSpecial Severance Payment”), for each remaining month during which you are entitled to execute receive payment of the amendment attached hereto COBRA premiums under this Section 2.c. You may, but are not obligated to, use the Special Severance Payment toward the cost of COBRA premiums. Delcath has the right to modify or terminate its group health and dental plans at any time and you will have the same right to participate in Delcath’s group health and/or dental plans only as Exhibit Ais provided on an equivalent basis to Delcath’s employees. d. Provided you timely elect COBRA to continue coverage in the Empire Blue Cross Blue Shield health plan sponsored by Delcath, you and your eligible dependents will continue to participate in, and Delcath will continue to fund your benefit in, the Delcath Systems, Inc. Health Reimbursement Arrangement (the “HRA Plan”) during the COBRA Payment Period on the same terms and conditions as Delcath’s active employees as set forth in order to: the HRA Plan. Delcath has the right to modify or terminate the HRA Plan at any time and you will have the same right to participate in the HRA Plan only as is provided on an equivalent basis to Delcath’s employees. e. To transfer to you all right, title, and interest in the following devices owned by Delcath and assigned to you during your employment (i) cause the immediate vesting of 2,604 shares of MakeMusic common stock as of iPhone6 (including any rights to the date of execution of this Separation Agreementtelephone number associated with the iPhone6), and (ii) extend the Lenovo X220 computer (serial number R56DFS)) (individually and collectively the “Devices”). On or before the date you execute this Agreement, you will return to Delcath the Devices and all other electronic devices or storage media in your possession or control containing Delcath’s confidential or proprietary information. Delcath will remove all Delcath’s confidential or proprietary information and then promptly return to you the Devices and all other devices and storage media provided by you. Delcath’s promise to convey the Devices to you is expressly conditioned on your performance of your duty to return and delete all Delcath’s information. You agree that, if you retain the telephone number currently associated with the iPhone6, you will direct anyone who contacts you at that number regarding Delcath’s business to contact Delcath. Delcath further agrees to continue to pay, through June 1530, 2015 2015, for a domestic service plan (voice and data) for the period during iPhone6. Delcath will not pay, and you will be solely responsible for, any other service or charges, including but not limited to international service and charges. The transfer of the Devices and payment of the service plan will be subject to required payroll taxes, deductions, and withholdings, which will be deducted from the vested separation pay described in Section 2.a. f. Notwithstanding the foregoing provisions of this Agreement, if you breach your obligations under this Agreement, the Confidentiality Agreement (as defined below), or any other agreement between you and Delcath containing confidentiality, trade secret, noncompetition, nonsolicitation, inventions, cooperation, and/or similar provisions, from and after the date of such breach and not in any way in limitation of any right or remedy otherwise available to Delcath, you will no longer be entitled to, and Delcath will no longer be obligated to pay, any remaining unpaid portion of the Option may be exercised following your separation from service. Following your separation from servicepay or benefits described in this Section 2; provided that, the Option shall be exercisable only to the extent that it is exercisable as of the date of execution of this Separation Agreement (equal to an aggregate of 33,852 shares), but had not previously been exercised. To the extent the Option is not exercisable upon your separation from service, or if you do sign and have not exercise rescinded this Agreement, in no event will you be entitled to a severance payment of less than $5,000.00, which amount the Option on or prior to June 15parties agree is good and adequate consideration, 2015standing alone, all of for your rights under the Option will be forfeited. The parties acknowledge that these amendments will result release in the Option being treated as a non-qualified stock option in accordance with applicable rules of the Internal Revenue CodeSection 3. d. To pay you Sixty Thousand and 00/100 Dollars ($60,000), less applicable deductions and withholding, within ten (10) business days following expiration of the rescission periods noted below without rescission.

Separation Pay and Benefits. Specifically Specifically, in consideration of your signing this Separation Agreement and subject to the limitations, obligations, and other provisions contained in this Separation Agreement, MakeMusic agrees as follows: a. To Delcath agrees to pay you separation pay months’ severance, in the total gross amount of Two Hundred Ninety-Six Thousand Six Hundred Forty and 00/100 /100 Dollars ($296,640) (representing twelve (12) months of pay at the rate of your ending base salary$ ), less applicable deductions and withholding. Such FOR TERMINATIONS OCCURRING OUTSIDE OF THE 24-MONTH PERIOD FOLLOWING A CHANGE OF CONTROL, INSERT: [The separation pay described in this Section 2.a. will be divided into approximately equal installments and paid at regular payroll intervals, but in no event less frequently than monthly, during the 12-month period immediately following the Separation Date. Payments will commence on the first payroll cycle coinciding with or immediately following the 60th calendar day after the Separation Date, provided within such 60-day period (i) you have signed and returned this Agreement to Delcath, and (ii) the rescission period set forth in Section 5 has expired without rescission. Any payments pursuant to this Section 2.a. that, but for the immediately preceding sentence, would otherwise have been payable by Delcath during such 60-day period will be paid by Delcath in a lump sum on the first payroll cycle after the expiration of such period, and the balance of such severance will be paid in approximately equal installments over the remainder of such 12-month period according to the original payment schedule.] FOR TERMINATIONS OCCURRING WITHIN 24 MONTHS OF A CHANGE OF CONTROL, INSERT: [The separation pay described in this Section 2.a. will be paid to you in substantially equal installments a lump sum on the Company’s regular payday schedule beginning with sixtieth (60th) calendar day following the first regularly scheduled payday following expiration of Separation Date, provided within such 60-day period (i) you have signed and returned this Agreement to Delcath and (ii) the rescission periods noted below period set forth in Section 5 has expired without rescission.] b. Provided you timely elect and remain eligible for pursuant to COBRA coverageto continue to participate in Delcath’s group health and/or dental plans, Delcath agrees to pay $961.70 of your monthly the COBRA premiums for your family’s healthhealth and/or dental coverage under the plans through , dental and life insurance coverage for 20 (the twelve month period of July 2012 through June 2013“COBRA Payment Period”). You will be responsible for paying the balance of the premiums for such insurance coverage during this period and, by signing this Separation Agreement, you voluntarily authorize MakeMusic to deduct your portion of the premiums from the payments described in Section 2.a. above, unless you notify MakeMusic that you and/or your family no longer need COBRA coverage through MakeMusic. MakeMusic Delcath will discontinue payments under this Section 2.b. prior to the expiration of the twelve month period ifbefore , 20 if and at such time as, as you (1i) are covered or eligible to be covered under the insurance policy health and/or dental plan of a new employer with substantially similar benefitsemployer, or (2ii) cease to participate, for whatever reason, in MakeMusicDelcath’s group insurance health and/or dental plans. You , and you agree to promptly provide MakeMusic Delcath notice if you become covered or eligible to be covered under the health, health and/or dental or life insurance policy plan of a new employer with substantially similar benefits. c. With respect to the option to purchase shares of MakeMusic common stock granted under Section 2.07 employer. If Delcath determines, in its sole discretion, that payment of the Employment Agreement (the “Option”), to execute the amendment attached hereto as Exhibit A, COBRA premiums under this Section 2.b. would result in order to: (i) cause the immediate vesting of 2,604 shares of MakeMusic common stock as a violation of the date nondiscrimination rules of execution of this Separation Agreement, and (iiSection 105(h)(2) extend to June 15, 2015 the period during which the vested portion of the Option may be exercised following your separation from service. Following your separation from service, the Option shall be exercisable only to the extent that it is exercisable as of the date of execution of this Separation Agreement (equal to an aggregate of 33,852 shares), but had not previously been exercised. To the extent the Option is not exercisable upon your separation from service, or if you do not exercise the Option on or prior to June 15, 2015, all of your rights under the Option will be forfeited. The parties acknowledge that these amendments will result in the Option being treated as a non-qualified stock option in accordance with applicable rules of the Internal Revenue CodeCode or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying the COBRA premiums, Delcath may instead elect to pay you on the first day of each month, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (the “Special Severance Payment”), for each remaining month during which you are entitled to receive payment of the COBRA premiums under this Section 2.b. You may, but are not obligated to, use the Special Severance Payment toward the cost of COBRA premiums. Delcath has the right to modify or terminate its group health and dental plans at any time and you will have the same right to participate in Delcath’s group health and/or dental plans only as is provided on an equivalent basis to Delcath’s employees. d. To pay c. Notwithstanding the foregoing provisions of this Agreement, if you Sixty Thousand breach your obligations under this Agreement, the Confidentiality Agreement, or any other agreement between Executive and 00/100 Dollars ($60,000)the Company containing confidentiality, less applicable deductions trade secret, noncompetition, nonsolicitation, inventions, cooperation, and/or similar provisions, from and withholdingafter the date of such breach and not in any way in limitation of any right or remedy otherwise available to Delcath, within ten (10) business days following expiration you will no longer be entitled to, and Delcath will no longer be obligated to pay, any remaining unpaid portion of the rescission periods noted below without rescissionpay or benefits described in this Section 2; provided that, if you sign and have not rescinded this Agreement, in no event will you be entitled to a severance payment of less than $5,000.00, which amount the parties agree is good and adequate consideration, standing alone, for your release in Section 3.