Common use of Severance Benefits upon Involuntary Termination Prior to Change in Control Clause in Contracts

Severance Benefits upon Involuntary Termination Prior to Change in Control. Except as provided in Sections 6 and 17 hereof, in the event of the Involuntary Termination of the Executive prior to a Change in Control, the Company shall pay to the Executive the following Pre-Change in Control Severance Payment in the following amounts and manner: 5.1. The total payment will be equal to the product of twelve (12) months (the “Total Number of Months”) multiplied by 1.45 times monthly base pay. Provided, however, if the termination occurs within the first two (2) years of the Executive’s initial employment, the Total Number of Months shall not be less than eighteen (18) months. 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reasonable period of time after the Date of Termination and (ii) subject to receipt of an executed Release that has not been revoked, the remaining half in installments starting six (6) months after the Date of Termination with a final installment of all remaining amounts to be paid on or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 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 Xxxxxx Medical Technology, Inc. Separation Pay Agreement CONFIDENTIAL Page 7 DO NOT COPY 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 Executive’s covenants outlined in Section 13. All payments will have applicable taxes withheld and any installment payments will be paid at the same time as the normal Company payroll. 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. Except as provided in Sections 6 and 17 hereof, in the event of the Involuntary Termination of the Executive prior to a Change in Control, the Company shall pay to the Executive the following Pre-Change in Control Severance Payment in the following amounts and manner: 5.1. The total payment will be equal to the product of twelve (12) months (the “Total Number of Months”) multiplied by 1.45 times monthly base pay. Provided, however, if the termination occurs within the first two (2) years of the Executive’s initial employment, the Total Number of Months shall not be less than eighteen (18) months. 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 (ii) subject to receipt of an executed Release that has not been revoked, the remaining half in 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 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 Xxxxxx Medical Technology, Inc. Separation Pay Agreement CONFIDENTIAL Page 7 CONFIDENTIAL DO NOT COPY 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 Executive’s covenants outlined in Section 13. All payments will have applicable taxes withheld and any installment payments will be paid at the same time as the normal Company payroll. 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. Except as provided in Sections 6 and 17 hereof, in the event of the Involuntary Termination of the Executive prior to a Change in Control, the Company shall pay to the Executive the following Pre-Change in Control Severance Payment in the following amounts and manner: 5.1. The total payment will be equal to the product of twelve (12) months (the “Total Number of Months”) multiplied by 1.45 1.50 times monthly base pay. Provided, however, if the termination occurs within the first two (2) years of the Executive’s initial employment, the Total Number of Months shall not be less than eighteen (18) months. 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 (ii) subject to receipt of an executed Release that has not been revoked, the remaining half in 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 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 Xxxxxx Medical Technology, Inc. Separation Pay Agreement CONFIDENTIAL Page 7 CONFIDENTIAL DO NOT COPY 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 Executive’s covenants outlined in Section 13. All payments will have applicable taxes withheld and any installment payments will be paid at the same time as the normal Company payroll. 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. Except as provided in Sections 6 9.4 and 17 16 hereof, in the event of the Involuntary Termination of the Executive prior to a Change in Control, the Company shall pay to the Executive the following Pre-Change in Control Severance Payment in the following amounts and manner: 5.19.3.1. The total payment will be equal to the product of twelve twenty-four (1224) months (the “Total Number of Months”) multiplied by 1.45 1.75 times monthly base pay. Provided, however, if the termination occurs within the first two (2) years of the Executive’s initial employment, the Total Number of Months shall not be less than eighteen (18) months. 5.29.3.2. The payment will be made as follows: (i) half in a lump sum payable at or within a reasonable period of time after the Date of Termination and (ii) subject to receipt of an executed Release that has not been revoked, the remaining half in 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 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 Xxxxxx Medical Technology, Inc. Separation Pay Agreement CONFIDENTIAL Page 7 DO NOT COPY 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 5.29.32, 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 and compliance with Executive’s covenants outlined in Section 1312. All payments will have applicable taxes withheld and any installment payments will be paid at the same time as the normal Company payroll. 5.39.3.3. 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. Except as provided in Sections 6 and 17 hereof, in the event of the Involuntary Termination of the Executive prior to a Change in Control, the Company shall pay to the Executive the following Pre-Change in Control Severance Payment in the following amounts and manner: 5.1. The total payment will be equal to the product of twelve (12) months (the “Total Number of Months”) multiplied by 1.45 times monthly base pay. Provided, however, if the termination occurs within the first two (2) years of the Executive’s initial employment, the Total Number of Months shall not be less than eighteen (18) months. 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 (ii) subject to receipt of an executed Release that has not been revoked, the remaining half in 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 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 Xxxxxx Medical Technology, Inc. Separation Pay Agreement CONFIDENTIAL Page 7 DO NOT COPY 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 Executive’s covenants outlined in Section 13. All payments will have applicable taxes withheld and any installment payments will be paid at the same time as the normal Company payroll. 5.3. In addition to the Pre-Change in Control Severance Payment, the Executive shall be entitled to receive the following additional benefits: