Common use of Severance Benefits upon Involuntary Termination Prior to Change in Control or After the CIC Protection Period Expires Clause in Contracts

Severance Benefits upon Involuntary Termination Prior to Change in Control or After the CIC Protection Period Expires. In the event of the Involuntary Termination of the Executive’s employment prior to a Change in Control or after the expiration of the CIC Protection Period (as defined in Section 6), subject to Section 19.9, the Company shall, following receipt of the Release required in Section 13 that has not been revoked, pay to the Executive the following “Pre-Change in Control Severance Payment” in the following amounts and manner: 5.1 The total severance payment will be equal to the sum of: (i) the Executive’s then current annual base salary, plus (ii) an amount equal to 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 severance payment calculation the higher figure will be used; and provided, further that the use of the term “annual target bonus” as used in this Section 5.1 is intended merely as a method to computing the amount of the severance payment herein and is not intended to pay the Executive an annual target bonus for the fiscal year that includes the Date of Termination, which will be paid to the Executive, if earned on a pro rata basis, pursuant to Section 5.3.2. 5.2 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a reasonable period of time after the Date of Termination and subject to receipt of an executed Release that has not been revoked, and (ii) the remaining half in six (6) equal consecutive monthly installments starting six (6) months after the Date of Termination with a final installment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 or before 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 5.2, 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 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. 5.3 In addition to the Pre-Change in Control Severance Payment, the Executive shall be entitled to receive the following additional benefits:

Severance Benefits upon Involuntary Termination Prior to Change in Control or After the CIC Protection Period Expires. In the event of the Involuntary Termination of the Executive’s employment with the Company prior to a Change in Control or after the expiration of the CIC Protection Period (as defined in Section 613.4), subject to Section 19.924.9, the Company shall, following receipt of the Release required in Section 13 18 that has not been revoked, pay to the Executive the following “PreNon-Change in Control Severance Payment” in the following amounts and manner: 5.1 13.3.1 The total severance payment will be equal to two and one-half (2 1⁄2) times the sum of: (i) the Executive’s then current annual base salaryBase Salary, plus (ii) an amount equal to the Executive’s then current annual target bonusIncentive Bonus; provided that if the Executive’s annual base salary Base Salary or annual target bonus Incentive Bonus has been reduced during the sixty (60) day period prior to the Date of Termination, then for purposes of severance payment calculation the higher figure or figures will be used; and provided, further that the use of the term “annual target bonusIncentive Bonus” as used in this Section 5.1 13.3.1 is intended merely as a method to computing compute the amount of the severance payment provided for herein and is not intended to pay the Executive an annual target bonus Incentive Bonus for the fiscal year that includes the Date of Termination, which will be paid to the Executive, if earned on a pro rata basis, pursuant to Section 5.3.213.3.3.2 will not be paid. 5.2 13.3.2 The payment will be made as follows: (i) half in a lump sum payable at or within a reasonable period of time after sum, less all applicable taxes withheld, on the sixtieth (60th) day following the Date of Termination and subject to receipt of an executed Release that has not been revoked, and (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 or before March 15 of the calendar year following the year in which the Date of Termination occurredTermination. The final installment will be equal to the total payment reduced by all the amounts previously paid (i.e., the lump sum payment of severance is specifically conditioned on 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 5.2, 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 18 and compliance with Sections 12, 13 1 and 14 and the terms 3 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. 5.3 13.3.3 In addition to the PreNon-Change in Control Severance Payment, the Executive shall be entitled to receive the following additional benefits:

Severance Benefits upon Involuntary Termination Prior to Change in Control or After the CIC Protection Period Expires. In the event of the Involuntary Termination of the Executive’s employment prior to a Change in Control or after the expiration of the CIC Protection Period (as defined in Section 6), subject to Section 19.9, the Company shall, following receipt of the Release Xxxxxx Medical Group, Inc. Separation Pay Agreement required in Section 13 that has not been revoked, pay to the Executive the following “Pre-Change in Control Severance Payment” in the following amounts and manner: 5.1 The total severance payment will be equal to the sum of: (i) the Executive’s then current annual base salary, plus (ii) an amount equal to 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 severance payment calculation the higher figure will be used; and provided, further that the use of the term “annual target bonus” as used in this Section 5.1 is intended merely as a method to computing the amount of the severance payment herein and is not intended to pay the Executive an annual target bonus for the fiscal year that includes the Date of Termination, which will be paid to the Executive, if earned on a pro rata basis, pursuant to Section 5.3.2. 5.2 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 subject to receipt of an executed Release that has not been revoked, and (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 or before 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 5.2, 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 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. 5.3 In addition to the Pre-Change in Control Severance Payment, the Executive shall be entitled to receive the following additional benefits:

Severance Benefits upon Involuntary Termination Prior to Change in Control or After the CIC Protection Period Expires. In the event of the Involuntary Termination of the Executive’s employment prior to a Change in Control or after the expiration of the CIC Protection Period (as defined in Section 6), 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 “Pre-Change in Control Severance Payment” in the following amounts and manner: 5.1 The total severance payment will be equal to the sum of: (i) the Executive’s then current annual base salary, plus (ii) an amount equal to 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 severance payment calculation the higher figure will be used; and provided, further that the use of the term “annual target bonus” as used in this Section 5.1 is intended merely as a method to computing the amount of the severance payment herein and is not intended to pay the Executive an annual target bonus for the fiscal year that includes the Date of Termination, which will be paid to the Executive, if earned on a pro rata basis, pursuant to Section 5.3.2. 5.2 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 subject to receipt of an executed Release that has not been revoked, and (ii) the remaining half in six (6) equal consecutive monthly installments starting six (6) months after the Date of Termination with a final Xxxxxx Medical Group, Inc. Separation Pay Agreement Page 8 installment of all remaining amounts to be paid on or before 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 5.2, 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 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. 5.3 In addition to the Pre-Change in Control Severance Payment, the Executive shall be entitled to receive the following additional benefits: