Common use of Severance Benefits upon Involuntary Termination in Connection with and after a Change in Control Clause in Contracts

Severance Benefits upon Involuntary Termination in Connection with and after a Change in Control. Notwithstanding the provisions of Section 5 above, in the event of the Involuntary Termination of the Executive within twelve (12) months following a Change in Control (the “CIC Protection Period”), subject to Section 19.9, the Company shall, following receipt of the Release required in Section 13 that has not been revoked, pay to the Executive the following “Post-Change in Control Severance Payment” in the following amounts and manner: 6.1 The total severance payment will be equal to two times (2x) the sum of (i) the Executive’s then current annual base salary plus (ii) the Executive’s then current annual target bonus; provided that if the Executive’s annual base salary or target bonus has been reduced during the sixty (60) day period prior to the Date of Termination, then, for purposes of this severance payment calculation, the higher figure will be used. 6.1.1 The payment will be made as follows: (i) half in a lump sum payable at or within a reasonable period of time after the Date of Termination and subject to receipt of an executed Release that has not been revoked, (ii) the remaining half in six (6) equal consecutive monthly installments starting six (6) months after the Date of Termination with a final installment of all remaining amounts to be paid on March 15 of the calendar year following the year in which the Date of Termination occurred. The final installment will be equal to the total payment reduced by all the amounts previously paid (i.e., the lump sum payment and the sum of all the installment payments previously paid). Notwithstanding the provisions of clause (ii) to the contrary, if the six-month period would cause the installments to begin to be paid after the March 15 date described in the first sentence of this Section 6.1.1, then no installments will be paid, and the second payment will be a lump sum equal to half the total payment and that payment will be paid on or before March 15 of the calendar year following the year in which the Date of Termination occurred. The installment payments (or the second lump sum payment, if applicable) are specifically designated as consideration for execution of the Release required in Section 13 and compliance with Sections 12, 13 and 14 and the terms of the Confidentiality, Non-Competition, Non-Solicitation and Intellectual Property Rights Agreement. All payments will have applicable taxes withheld and any installment payments will be paid at such times during the month as the Company may reasonably determine. 6.2 In addition to the Post-Change in Control Severance Payment, the Executive shall be entitled to receive the following additional benefits:

Severance Benefits upon Involuntary Termination in Connection with and after a Change in Control. Notwithstanding the provisions of Section 5 above, in the event of the Involuntary Termination of the Executive within twelve (12) months following a Change in Control (the “CIC Protection Period”), subject to Section 19.9Control, the Company shall, following receipt of the Release required in Section 13 that has not been revoked, shall pay to the Executive the following “Post-Change in Control Severance Payment” Payment in the following amounts and manner: 6.1 6.1. The total severance payment will be equal to twelve (12) months multiplied by 1.45 times monthly base pay. This is the Total Number of Months (the “Total Number of Months”). Provided, however, if the termination occurs within the first two times (2x2) the sum years of (i) the Executive’s then current annual base salary plus (ii) the Executive’s then current annual target bonus; provided that if the Executive’s annual base salary or target bonus has been reduced during the sixty (60) day period prior to the Date of Termination, then, for purposes of this severance payment calculationinitial employment, the higher figure will Total Number of Months shall not be usedless than eighteen (18) months. 6.1.1 6.2. The payment will be made as follows: (i) half in a lump sum payable at or within a reasonable period of time after the Date of Termination and (ii) subject to receipt of an executed Release that has not been revoked, (ii) the remaining half in six (6) equal consecutive monthly installments starting six (6) months after the Date of Termination with a final installment of all remaining amounts to be paid on March 15 of the calendar year following the year in which the Date of Termination occurred. The amount of each installment payment described in clause (ii) of the preceding sentence will be determined by dividing half of the total payment by 50% of the total Number of Months. The final installment will be equal to the total payment reduced by all the amounts previously paid (i.e., the lump sum payment and the sum of all the installment payments previously paid). Notwithstanding the provisions of clause (ii) to the contrary, if the six-six month period would cause the installments to begin to be paid after the March 15 date described in the first sentence of this Section 6.1.1section 6.2, then no installments will be paid, and the second payment will be a lump sum equal to half the total payment and that payment will be paid on or before March 15 of the calendar year following the year in which the Date of Termination occurred. The installment payments (or the second lump sum payment, if applicable) are specifically designated as consideration for execution of the Release required in Section 13 and compliance with Sections 12, 13 and 14 and the terms of the Confidentiality, Non-Competition, Non-Solicitation and Intellectual Property Rights AgreementExecutive’s covenants outlined in Section 13. All payments will have applicable taxes withheld and any installment payments will be paid at such times during the month same time as the normal Company may reasonably determinepayroll. 6.2 6.3. In addition to the Post-Change in Control Severance Payment, the Executive shall be entitled to receive the following additional benefits:

Severance Benefits upon Involuntary Termination in Connection with and after a Change in Control. Notwithstanding the provisions of Section 5 above, in the event of the Involuntary Termination of the Executive within twelve (12) months following a Change in Control (the “CIC Protection Period”), subject to Section 19.9, the Company shall, following receipt of the Release required in Section 13 that has not been revoked, pay to the Executive the Separation Pay Agreement Page 10 following “Post-Change in Control Severance Payment” in the following amounts and manner: 6.1 The total severance payment will be equal to two times (2x) the sum of (i) the Executive’s then current annual base salary plus (ii) the Executive’s then current annual target bonus; provided that if the Executive’s annual base salary or target bonus has been reduced during the sixty (60) day period prior to the Date of Termination, then, for purposes of this severance payment calculation, the higher figure will be used. 6.1.1 The payment will be made as follows: (i) half in a lump sum payable at or within a reasonable period of time after the Date of Termination and subject to receipt of an executed Release that has not been revoked, (ii) the remaining half in six (6) equal consecutive monthly installments starting six (6) months after the Date of Termination with a final installment of all remaining amounts to be paid on March 15 of the calendar year following the year in which the Date of Termination occurred. The final installment will be equal to the total payment reduced by all the amounts previously paid (i.e., the lump sum payment and the sum of all the installment payments previously paid). Notwithstanding the provisions of clause (ii) to the contrary, if the six-month period would cause the installments to begin to be paid after the March 15 date described in the first sentence of this Section 6.1.1, then no installments will be paid, and the second payment will be a lump sum equal to half the total payment and that payment will be paid on or before March 15 of the calendar year following the year in which the Date of Termination occurred. The installment payments (or the second lump sum payment, if applicable) are specifically designated as consideration for execution of the Release required in Section 13 and compliance with Sections 12, 13 and 14 and the terms of the Confidentiality, Non-Competition, Non-Solicitation and Intellectual Property Rights Agreement. All payments will have applicable taxes withheld and any installment payments will be paid at such times during the month as the Company may reasonably determine. 6.2 In addition to the Post-Change in Control Severance Payment, the Executive shall be entitled to receive the following additional benefits:

Severance Benefits upon Involuntary Termination in Connection with and after a Change in Control. Notwithstanding the provisions of Section 5 above, in the event of the Involuntary Termination of the Executive within twelve (12) months following a Change in Control (the “CIC Protection Period”), subject to Section 19.9, the Company shall, following receipt of the Release required in Section 13 that has not been revoked, pay to the Executive the following “Post-Change in Control Severance Payment” in the following amounts and manner: 6.1 The total severance payment will be equal to two times (2x) the sum of (i) the Executive’s then current annual base salary plus (ii) the Executive’s then current annual target bonus; provided that if the Executive’s annual base salary or target bonus has been reduced during the sixty (60) day period prior to the Date of Termination, then, for purposes of this severance payment calculation, the higher figure will be used. 6.1.1 6.2.1 The payment will be made as follows: (i) half in a lump sum payable at or within a reasonable period of time after the Date of Termination and subject to receipt of an executed Release that has not been revoked, (ii) the remaining half in six (6) equal consecutive monthly installments starting six (6) months after the Date of Termination with a final installment of all remaining amounts to be paid on March 15 of the calendar year following the year in which the Date of Termination occurred. The final installment will be equal to the total payment reduced by all the amounts previously paid (i.e., the lump sum payment and the sum of all the installment payments previously paid). Notwithstanding the provisions of clause (ii) to the contrary, if the six-month period would cause the installments to begin to be paid after the March 15 date described in the first sentence of this Section 6.1.1, then no installments will be paid, and the second payment will be a lump sum equal to half the total payment and that payment will be paid on or before March 15 of the calendar year following the year in which the Date of Termination occurred. The installment payments (or the second lump sum payment, if applicable) are specifically designated as consideration for execution of the Release required in Section 13 and compliance with Sections 12, 13 and 14 and the terms of the Confidentiality, Non-Competition, Non-Solicitation and Intellectual Property Rights Agreement. All payments will have applicable taxes withheld and any installment payments will be paid at such times during the month as the Company may reasonably determine. 6.2 In addition to the Post-Change in Control Severance Payment, the Executive shall be entitled to receive the following additional benefits:

Severance Benefits upon Involuntary Termination in Connection with and after a Change in Control. Notwithstanding the provisions of Section 5 above, in the event of the Involuntary Termination of the Executive within twelve (12) months following a Change in Control Control, (the “CIC Protection Period”), subject to Section 19.9, ) the Company shall, following receipt of the Release required in Section 13 that has not been revoked, shall pay to the Executive the following “Post-Change in Control Severance Payment” Payment in the following amounts and manner: 6.1 1. The total severance payment will be equal to two times (2x) the sum of (i) the Executive’s 's then current annual base salary plus (ii) the Executive’s 's then current annual target bonus; provided that if the Executive’s 's annual base salary or target bonus has been reduced during the sixty (60) day period prior to the Date of Termination, then, then for purposes of this severance payment calculation, calculation the higher figure will be used. 6.1.1 6.1.1. The payment will be made as follows: (i) half in a lump sum payable at or within a reasonable period of time after the Date of Termination and subject to receipt of an executed Release that has not been revoked, (ii) the remaining half in six (6) equal consecutive monthly Xxxxxx Medical Technology, Inc. Separation Pay Agreement CONFIDENTIAL installments starting six (6) months after the Date of Termination with a final installment of all remaining amounts to be paid on March 15 of the calendar year following the year in which the Date of Termination occurred. The final installment will be equal to the total payment reduced by all the amounts previously paid (i.e., the lump sum payment and the sum of all the installment payments previously paid). Notwithstanding the provisions of clause (ii) to the contrary, if the six-six month period would cause the installments to begin to be paid after the March 15 date described in the first sentence of this Section section 6.1.1, then no installments will be paid, and the second payment will be a lump sum equal to half the total payment and that payment will be paid on or before March 15 of the calendar year following the year in which the Date of Termination occurred. The installment payments (or the second lump sum payment, if applicable) are specifically designated as consideration for execution of the Release required in Section 13 12.5 and compliance with Sections Executive's covenants outlined in Section 12, 13 and 14 and the terms of the Confidentiality, Non-Competition, Non-Solicitation and Intellectual Property Rights Agreement. All payments will have applicable taxes withheld and any installment payments will be paid at such times during the month as the Company may reasonably determine. 6.2 In addition to the Post-Change in Control Severance Payment, the Executive shall be entitled to receive the following additional benefits:..

Severance Benefits upon Involuntary Termination in Connection with and after a Change in Control. Notwithstanding the provisions of Section 5 above, in the event of the Involuntary Termination of the Executive within twelve (12) months following a Change in Control Control, Xxxxxx Medical Technology, Inc. Separation Pay Agreement CONFIDENTIAL (the “CIC Protection Period”), subject to Section 19.9, ) the Company shall, following receipt of the Release required in Section 13 that has not been revoked, shall pay to the Executive the following “Post-Change in Control Severance Payment” Payment in the following amounts and manner: 6.1 1. The total severance payment will be equal to two times (2x) the sum of (i) the Executive’s then current annual base salary plus (ii) the Executive’s then current annual target bonus; provided that if the Executive’s annual base salary or target bonus has been reduced during the sixty (60) day period prior to the Date of Termination, then, then for purposes of this severance payment calculation, calculation the higher figure will be used. 6.1.1 6.1.1. The payment will be made as follows: (i) half in a lump sum payable at or within a reasonable period of time after the Date of Termination and subject to receipt of an executed Release that has not been revoked, (ii) the remaining half in six (6) equal consecutive monthly installments starting six (6) months after the Date of Termination with a final installment of all remaining amounts to be paid on March 15 of the calendar year following the year in which the Date of Termination occurred. The final installment will be equal to the total payment reduced by all the amounts previously paid (i.e., the lump sum payment and the sum of all the installment payments previously paid). Notwithstanding the provisions of clause (ii) to the contrary, if the six-six month period would cause the installments to begin to be paid after the March 15 date described in the first sentence of this Section section 6.1.1, then no installments will be paid, and the second payment will be a lump sum equal to half the total payment and that payment will be paid on or before March 15 of the calendar year following the year in which the Date of Termination occurred. The installment payments (or the second lump sum payment, if applicable) are specifically designated as consideration for execution of the Release required in Section 13 12.5 and compliance with Sections Executive’s covenants outlined in Section 12, 13 and 14 and the terms of the Confidentiality, Non-Competition, Non-Solicitation and Intellectual Property Rights Agreement. All payments will have applicable taxes withheld and any installment payments will be paid at such times during the month as the Company may reasonably determine. 6.2 In addition to the Post-Change in Control Severance Payment, the Executive shall be entitled to receive the following additional benefits:..

Severance Benefits upon Involuntary Termination in Connection with and after a Change in Control. Notwithstanding the provisions of Section 5 above, in the event of the Involuntary Termination of the Executive within twelve (12) months following a Change in Control (the “CIC Protection Period”), subject to Section 19.9Control, the Company shall, following receipt of the Release required in Section 13 that has not been revoked, shall pay to the Executive the following “Post-Change in Control Severance Payment” Payment in the following amounts and manner: 6.1 6.1. The total severance payment will be equal to () months multiplied by times monthly base pay. This is the Total Number of Months (the “Total Number of Months”). Provided, however, if the termination occurs within the first two times (2x2) the sum years of (i) the Executive’s then current annual base salary plus (ii) the Executive’s then current annual target bonus; provided that if the Executive’s annual base salary or target bonus has been reduced during the sixty (60) day period prior to the Date of Termination, then, for purposes of this severance payment calculationinitial employment, the higher figure will Total Number of Months shall not be usedless than eighteen (18) months. 6.1.1 6.2. The payment will be made as follows: (i) half in a lump sum payable at or within a reasonable period of time after the Date of Termination and (ii) subject to receipt of an executed Release that has not been revoked, (ii) the remaining half in six (6) equal consecutive monthly installments starting six (6) months after the Date of Termination with a final installment of all remaining amounts to be paid on March 15 of the calendar year following the year in which the Date of Termination occurred. The amount of each installment payment described in clause (ii) of the preceding sentence will be determined by dividing half of the total payment by 50% of the total Number of Months. The final installment will be equal to the total payment reduced by all the amounts previously paid (i.e., the lump sum payment and the sum of all the installment payments previously paid). Notwithstanding the provisions of clause (ii) to the contrary, if the six-six month period would cause the installments to begin to be paid after the March 15 date described in the first sentence of this Section 6.1.1section 6.2, then no installments will be paid, and the second payment will be a lump sum equal to half the total payment and that payment will be paid on or before March 15 of the calendar year following the year in which the Date of Termination occurred. The installment payments (or the second lump sum payment, if applicable) are specifically designated as consideration for execution of the Release required in Section 13 and compliance with Sections 12, 13 and 14 and the terms of the Confidentiality, Non-Competition, Non-Solicitation and Intellectual Property Rights AgreementExecutive’s covenants outlined in Section 13. All payments will have applicable taxes withheld and any installment payments will be paid at such times during the month same time as the normal Company may reasonably determinepayroll. 6.2 6.3. In addition to the Post-Change in Control Severance Payment, the Executive shall be entitled to receive the following additional benefits: