Common use of Severance in the Event of Termination Without Cause or Resignation for Good Reason Clause in Contracts

Severance in the Event of Termination Without Cause or Resignation for Good Reason. Subject to the terms and conditions of Section 4(d), in the event that Executive’s employment hereunder is terminated by Company without Cause or terminated by Executive for Good Reason, then, in addition to the Accrued Obligations: (i) Company shall pay Executive an amount equal to seventy five percent (75%) of the Executive’s monthly Base Salary for a twelve (12) month period, with such payments to be made in accordance with Company’s normal payroll practices and schedules, less all customary and required taxes and employment-related deductions. (ii) Company shall pay Executive a pro-rata portion of Executive’s at-target Annual Bonus for the calendar year in which the termination occurs based on the period worked by Executive during such calendar year prior to termination, with such payment to be made in on one lump sum in accordance with Company’s normal payroll practices and schedules, less all customary and required taxes and employment-related deductions. (iii) In the event that Executive is eligible for coverage under a Company health insurance plan and Executive has elected to have coverage thereunder and was covered thereunder prior to termination, and in the event that Executive chooses to exercise Executive’s right under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to continue Executive’s participation in such plan, Company shall pay its normal share of the costs for such coverage for a period of up to nine (9) months from termination, to the same extent that such insurance is provided to persons then currently employed by Company. Company shall deduct from each of the installments due under Section 4(b)(i) the portion of the monthly premium due from Executive in accordance with the terms of such coverage. Notwithstanding any other provision of this Agreement, this obligation shall cease on the date Executive becomes eligible to receive health insurance benefits through any other employer, and Executive agrees to provide Company with written notice immediately upon becoming eligible for such benefits. Executive’s acceptance of any payment on Executive’s behalf or coverage provided hereunder shall be an express representation to Company that Executive has no such eligibility. (iv) The acceleration of the vesting provisions applicable to Executive’s outstanding time-based equity awards shall be governed by the Executive’s existing equity award agreements or the terms of the Executive’s offer letter. Subsections (i), (ii), (iii) and (iv) are referred to as the “Standard Severance.” The Standard Severance is expressly subject to the conditions described in Section 4(d) below, and any payment or benefit made as part of such Standard Severance shall be paid less all customary and required taxes and employment-related deductions.

Severance in the Event of Termination Without Cause or Resignation for Good Reason. Subject to the terms and conditions of Section 4(d4(c), in the event that Executive’s employment hereunder is terminated by Company Stoke without Cause or terminated by Executive for Good Reason, then, in addition to the Accrued Obligations: (i) Company Stoke shall continue to pay Executive an amount equal to seventy five percent (75%) of the Executive’s monthly Base Salary for a twelve nine (129) month periodperiod following the termination date of Executive’s employment (the “Separation Date”), with such payments to be made in accordance with CompanyStoke’s normal payroll practices and schedules, less all customary and required taxes and employment-related deductions. (ii) Company shall pay Executive a pro-rata portion of Executive’s at-target Annual Bonus for the calendar year in which the termination occurs based on the period worked by Executive during such calendar year prior to termination, with such payment to be made in on one lump sum in accordance with Company’s normal payroll practices and schedules, less all customary and required taxes and employment-related deductions. (iii) In the event that Executive is eligible for coverage under a Company Stoke health insurance plan and Executive has elected to have coverage thereunder and was covered thereunder prior to termination, and in the event that Executive chooses to exercise Executive’s right under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to continue Executive’s participation in such plan, Company Stoke shall pay its normal share of the costs for such coverage for a period of up to nine (9) months from terminationthe Separation Date, to the same extent that such insurance is provided to persons then currently employed by CompanyStoke. Company Stoke shall deduct from each of the installments due under Section 4(b)(i) the portion of the monthly premium due from Executive in accordance with the terms of such coverage. Notwithstanding any other provision of this Agreement, this obligation shall cease on the date Executive becomes eligible to receive health insurance benefits through any other employer, and Executive agrees to provide Company Stoke with written notice immediately upon becoming eligible for such benefits. Executive’s acceptance of any payment on Executive’s behalf or coverage provided hereunder shall be an express representation to Company Stoke that Executive has no such eligibility. (iv) The acceleration of the vesting provisions applicable to Executive’s outstanding time-based equity awards shall be governed by the Executive’s existing equity award agreements or the terms of the Executive’s offer letter. Subsections (i), (ii), (iii) and (ivii) are referred to as the “Standard SeveranceSeverance Benefit.” The Standard Severance Benefit is expressly subject to the conditions described above and in Section 4(d4(c) below, and any . Any payment or benefit made as part of such Standard Severance Benefit shall be paid less all customary and required taxes and employment-related deductions.

Severance in the Event of Termination Without Cause or Resignation for Good Reason. Subject to the terms and conditions of Section 4(d4(c), in the event that Executive’s employment hereunder is terminated by Company without Cause or terminated by Executive for Good Reason, then, in addition to the Accrued Obligations: (i) If Executive’s employment is terminated pursuant to Section 4(b) on or before the first anniversary of the Commencement Date, the Company shall pay Executive an amount equal to seventy five percent (75%) continuation of the Executive’s monthly Base Salary (but not taking into account any reduction giving rise to a basis for termination for Good Reason) for a six (6) month period, with such payments to be made in accordance with Company’s normal payroll practices and schedules, less all customary and required taxes and employment-related deductions. If Executive’s employment is terminated pursuant to Section 4(b) following the first anniversary of the Commencement Date, the Company shall pay Executive an amount equal to continuation of Executive’s monthly Base Salary (but not taking into account any reduction giving rise to a basis for termination for Good Reason) for a twelve (12) month period, with such payments to be made in accordance with Company’s normal payroll practices and schedules, less all customary and required taxes and employment-related deductions. (ii) Company shall pay Executive a pro-rata portion of Executive’s at-target Annual Bonus for the calendar year in which the termination occurs based on the period worked by Executive during such calendar year prior to termination, with such payment to be made in on one lump sum in accordance with Company’s normal payroll practices and schedules, less all customary and required taxes and employment-related deductions. (iii) In the event that Executive is eligible for coverage under a Company health insurance plan plan, if any, and Executive has elected to have coverage thereunder and was covered thereunder prior to termination, and in the event that Executive chooses to exercise Executive’s right under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to continue Executive’s participation in such plan, Company shall pay its normal share of the costs for such coverage for a period of up to nine twelve (912) months from termination, to the same extent that such insurance is provided to persons then currently employed by Company. Company shall deduct from each of the installments due under Section 4(b)(i) the portion of the monthly premium due from Executive in accordance with the terms of such coverage. Notwithstanding any other provision of this Agreement, this obligation shall cease on the date Executive becomes eligible to receive health insurance benefits through any other employer, and Executive agrees to provide Company with written notice immediately upon becoming eligible for such benefits. Executive’s acceptance of any payment on Executive’s behalf or coverage provided hereunder shall be an express representation to Company that Executive has no such eligibility. (iviii) The acceleration Company shall pay Executive a prorated amount of any Annual Bonus relating to the fiscal year in which Executive’s employment is terminated, based on the number of days Executive was employed during such fiscal year divided by three hundred sixty-five (365), subject to achievement of the vesting provisions performance targets established for the applicable fiscal year and paid at such time as bonuses for the applicable fiscal year are paid to Executive’s outstanding time-based equity awards shall be governed by the Executive’s existing equity award agreements or the terms other senior executives of the Executive’s offer letter. Subsections (i), (ii), (iii) and Company. (iv) Executive shall become vested in the additional number of outstanding Time-Based Shares granted to Executive by Company that would have otherwise vested had Executive remained in employment for an additional three (3) months after the termination date. The payments and benefits described in subsections (i) through (iv) collectively are referred to as the “Standard Severance.” Severance Benefit. The Standard Severance Benefit is expressly subject to the conditions described above and in Section 4(d4(c) below, and any . Any payment or benefit made as part of such Standard Severance Benefit shall be paid less all customary and required taxes and employment-related deductions.

Severance in the Event of Termination Without Cause or Resignation for Good Reason. Subject to the terms and conditions of Section 4(d4(c), in the event that Executive’s 's employment hereunder is terminated by Company Stoke without Cause or terminated by Executive for Good Reason, then, in addition to the Accrued Obligations: (i) Company Stoke shall continue to pay Executive an amount equal to seventy five percent (75%) of the Executive’s monthly 's Base Salary for a twelve nine (129) month periodperiod following the termination date of Executive's employment (the "'Separation Date"), with such payments to be made in accordance with Company’s Stoke's normal payroll practices and schedules, less all customary and required taxes and employment-related deductions. (ii) Company shall pay Executive a pro-rata portion of Executive’s at-target Annual Bonus for the calendar year in which the termination occurs based on the period worked by Executive during such calendar year prior to termination, with such payment to be made in on one lump sum in accordance with Company’s normal payroll practices and schedules, less all customary and required taxes and employment-related deductions. (iii) In the event that Executive is eligible for coverage under a Company Stoke health insurance plan and Executive has elected to have coverage thereunder and was covered thereunder prior to termination, and in the event that Executive chooses to exercise Executive’s 's right under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“'"COBRA”") to continue Executive’s 's participation in such plan, Company Stoke shall pay its normal share of the costs for such coverage for a period of up to nine (9) months from terminationthe Separation Date, to the same extent that such insurance is provided to persons then currently employed by CompanyStoke. Company Stoke shall deduct from each of the installments due under Section 4(b)(i) the portion of the monthly premium due from Executive in accordance with the terms of such coverage. Notwithstanding any other provision of this Agreement, this obligation shall cease on the date Executive becomes eligible to receive health insurance benefits through any other employer, and Executive agrees to provide Company Stoke with written notice immediately upon becoming eligible for such benefits. Executive’s 's acceptance of any payment on Executive’s 's behalf or coverage provided hereunder shall be an express representation to Company Stoke that Executive has no such eligibility. (iv) The acceleration of the vesting provisions applicable to Executive’s outstanding time-based equity awards shall be governed by the Executive’s existing equity award agreements or the terms of the Executive’s offer letter. Subsections (i), (ii), (iii) and (ivii) are referred to as the “Standard Severance"Severance Benefit.” " The Standard Severance Benefit is expressly subject to the conditions described above and in Section 4(d4(c) below, and any . Any payment or benefit made as part of such Standard Severance Benefit shall be paid less all customary and required taxes and employment-related deductions.

Severance in the Event of Termination Without Cause or Resignation for Good Reason. Subject to the terms and conditions of Section 4(d), in the event that Executive’s employment hereunder is terminated by Company without Cause or terminated by Executive for Good Reason, then, in addition to the Accrued Obligations: (i) Company shall pay Executive an amount equal to seventy five percent (75%) continuation of the Executive’s monthly Base Salary for a twelve (12) month period, with such payments to be made in accordance with Company’s normal payroll practices and schedules, less all customary and required taxes and employment-related deductions. (ii) Company shall pay Executive a pro-rata portion of Executive’s at-target Annual Bonus for the calendar year in which the termination occurs based on the period worked by Executive during such calendar year prior to termination, with such payment to be made in on one lump sum in accordance with Company’s normal payroll practices and schedules, less all customary and required taxes and employment-related deductions. (iii) In the event that Executive is eligible for coverage under a Company health insurance plan and Executive has elected to have coverage thereunder and was covered thereunder prior to termination, and in the event that Executive chooses to exercise Executive’s right under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to continue Executive’s participation in such plan, Company shall pay its normal share of the costs for such coverage for a period of up to nine twelve (912) months from termination, to the same extent that such insurance is provided to persons then currently employed by Company. Company shall deduct from each of the installments due under Section 4(b)(i) the portion of the monthly premium due from Executive in accordance with the terms of such coverage. Notwithstanding any other provision of this Agreement, this obligation shall cease on the date Executive becomes eligible to receive health insurance benefits through any other employer, and Executive agrees to provide Company with written notice immediately upon becoming eligible for such benefits. Executive’s acceptance of any payment on Executive’s behalf or coverage provided hereunder shall be an express representation to Company that Executive has no such eligibility. (iv) The acceleration Executive shall become vested in the additional number of the vesting provisions applicable to Executive’s outstanding time-based equity awards shall be governed granted to Executive by Company that would have otherwise vested had Executive remained in employment for an additional twelve (12) months after the Executive’s existing equity award agreements or the terms of the Executive’s offer lettertermination date. Subsections (i), (ii), (iii) and (iv) are referred to as the “Standard Severance.” Severance Benefit. The Standard Severance Benefit is expressly subject to the conditions described above and in Section 4(d) below, and any . Any payment or benefit made as part of such Standard Severance Benefit shall be paid less all customary and required taxes and employment-related deductions.

Severance in the Event of Termination Without Cause or Resignation for Good Reason. Subject to the terms and conditions of Section 4(d4(c), in the event that Executive’s employment hereunder is terminated by Company Stoke without Cause or terminated by Executive for Good Reason, then, in addition to the Accrued Obligations: (i) Company Stoke shall continue to pay Executive an amount equal to seventy five percent (75%) of the Executive’s monthly Base Salary for a twelve nine (129) month periodperiod following the termination date of Executive’s employment (the “Separation Date”), with such payments to be made in accordance with CompanyStoke’s normal payroll practices and schedules, less all customary and required taxes and employment-related deductions. (ii) Company shall pay Executive a pro-rata portion of Executive’s at-target Annual Bonus for the calendar year in which the termination occurs based on the period worked by Executive during such calendar year prior to termination, with such payment to be made in on one lump sum in accordance with Company’s normal payroll practices and schedules, less all customary and required taxes and employment-related deductions. (iii) In the event that Executive is eligible for coverage under a Company Stoke health insurance plan and Executive has elected to have coverage thereunder and was covered thereunder prior to termination, and in the event that Executive chooses to exercise Executive’s right under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to continue Executive’s participation in such plan, Company Stoke shall pay its normal share of the costs for such coverage for a period of up to nine (9) months from terminationthe Separation Date, to the same extent that such insurance is provided to persons then currently employed by CompanyStoke. Company Stoke shall deduct from each of the installments due under Section 4(b)(i) the portion of the monthly premium due from Executive in accordance with the terms of such coverage. Notwithstanding any other provision of this Agreement, this obligation shall cease on the date Executive becomes eligible to receive health insurance benefits through any other employer, and Executive agrees to provide Company Stoke with written notice immediately upon becoming eligible for such benefits. Executive’s acceptance of any payment on Executive’s behalf or coverage provided hereunder shall be an express representation to Company Stoke that Executive has no such eligibility. (iv) The acceleration of the vesting provisions applicable to Executive’s outstanding time-based equity awards shall be governed by the Executive’s existing equity award agreements or the terms of the Executive’s offer letter. Subsections (i), (ii), (iii) and (ivii) are referred to as the “Standard Severance.” Severance Benefit. The Standard Severance Benefit is expressly subject to the conditions described above and in Section 4(d4(c) below, and any . Any payment or benefit made as part of such Standard Severance Benefit shall be paid less all customary and required taxes and employment-related deductions.

Severance in the Event of Termination Without Cause or Resignation for Good Reason. Subject to the terms and conditions of Section 4(d), in the event that Executive’s employment hereunder is terminated by Company without Cause or terminated by Executive for Good Reason, then, in addition to the Accrued Obligations: (i) a. Company shall pay Executive an amount equal to seventy five percent (75%) continuation of the Executive’s monthly Base Salary for a twelve nine (129) month period, with such payments to be made in accordance with Company’s normal payroll practices and schedules, less all customary and required taxes and employment-related deductions. (ii) b. Company shall pay Executive a pro-rata portion of Executive’s at-target Annual Bonus for the calendar year in which the termination occurs based on the period worked by Executive during such calendar year prior to termination, with such payment to be made in on one lump sum in accordance with Companyamount within sixty (60) days following Executive’s normal payroll practices and schedulestermination, less all customary and required taxes and employment-related deductions. (iii) c. In the event that Executive is eligible for coverage under a Company health insurance plan and Executive has elected to have coverage thereunder and was covered thereunder prior to termination, and in the event that Executive chooses to exercise Executive’s right under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to continue Executive’s participation in such plan, Company shall pay its normal the employer and employee share of the costs for such coverage for a period of up to nine (9) months from termination, to the same extent that such insurance is provided to persons then currently employed by Company. Company shall deduct from each of the installments due under Section 4(b)(i) the portion of the monthly premium due from Executive in accordance with the terms of such coverage. Notwithstanding any other provision of this Agreement, this obligation shall cease on the date Executive becomes eligible to receive health insurance benefits through any other employer, and Executive agrees to provide Company with written notice immediately upon becoming eligible for such benefits. Executive’s acceptance of any payment on Executive’s behalf or coverage provided hereunder shall be an express representation to Company that Executive has no such eligibility. (iv) The acceleration d. Executive shall become vested in the additional number of the vesting provisions applicable to Executive’s outstanding time-based equity awards shall be governed granted to Executive by Company that would have otherwise vested had Executive remained in employment for an additional nine (9) months after the Executive’s existing equity award agreements or the terms of the Executive’s offer lettertermination date. Subsections (i), (ii), (iii) The severance payments and (ivbenefits described in this Section 4(b) are referred to as the “Standard Severance.” The Standard Severance is expressly subject to the conditions described above and in Section 4(d) below, and any . Any payment or benefit made as part of such Standard Severance severance payments and benefits shall be paid less all customary and required taxes and employment-related deductions.

Severance in the Event of Termination Without Cause or Resignation for Good Reason. Subject to the terms and conditions of Section 4(d4(c), in the event that Executive’s employment hereunder is terminated by Company Stoke without Cause or terminated by Executive for Good Reason, then, in addition to the Accrued Obligations: (i) Company Stoke shall continue to pay Executive an amount equal to seventy five percent (75%) of the Executive’s monthly Base Salary for a twelve (12) month periodperiod following the termination date of Executive’s employment (the “Separation Date”), with such payments to be made in accordance with CompanyStoke’s normal payroll practices and schedules, less all customary and required taxes and employment-related deductions. (ii) Company shall pay Executive a pro-rata portion of Executive’s at-target Annual Bonus for the calendar year in which the termination occurs based on the period worked by Executive during such calendar year prior to termination, with such payment to be made in on one lump sum in accordance with Company’s normal payroll practices and schedules, less all customary and required taxes and employment-related deductions. (iii) In the event that Executive is eligible for coverage under a Company Stoke health insurance plan and Executive has elected to have coverage thereunder and was covered thereunder prior to termination, and in the event that Executive chooses to exercise Executive’s right under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to continue Executive’s participation in such plan, Company Stoke shall pay its normal share of the costs for such coverage for a period of up to nine twelve (912) months from terminationthe Separation Date, to the same extent that such insurance is provided to persons then currently employed by CompanyStoke. Company Stoke shall deduct from each of the installments due under Section 4(b)(i) the portion of the monthly premium due from Executive in accordance with the terms of such coverage. Notwithstanding any other provision of this Agreement, this obligation shall cease on the date Executive becomes eligible to receive health insurance benefits through any other employer, and Executive agrees to provide Company Stoke with written notice immediately upon becoming eligible for such benefits. Executive’s acceptance of any payment on Executive’s behalf or coverage provided hereunder shall be an express representation to Company Stoke that Executive has no such eligibility. (iv) The acceleration of the vesting provisions applicable to Executive’s outstanding time-based equity awards shall be governed by the Executive’s existing equity award agreements or the terms of the Executive’s offer letter. Subsections (i), (ii), (iii) and (ivii) are referred to as the “Standard SeveranceSeverance Benefit.” The Standard Severance Benefit is expressly subject to the conditions described above and in Section 4(d4(c) below, and any . Any payment or benefit made as part of such Standard Severance Benefit shall be paid less all customary and required taxes and employment-related deductions.

Severance in the Event of Termination Without Cause or Resignation for Good Reason. Subject to the terms and conditions of Section 4(d), in the event that Executive’s employment hereunder is terminated by Company without Cause or terminated by Executive for Good Reason, then, in addition to the Accrued Obligations: (i) Company shall pay Executive an amount equal to seventy five percent (75%) continuation of the Executive’s monthly Base Salary for a twelve six (126) month period, with such payments to be made in accordance with Company’s normal payroll practices and schedules, less all customary and required taxes and employment-related deductions. (ii) Company shall pay Executive a pro-rata portion of Executive’s at-target Annual Bonus for the calendar year in which the termination occurs based on the period worked by Executive during such calendar year prior to termination, with such payment to be made in on one lump sum in accordance with Company’s normal payroll practices and schedules, less all customary and required taxes and employment-related deductions. (iii) In the event that Executive is eligible for coverage under a Company health insurance plan and Executive has elected to have coverage thereunder and was covered thereunder prior to termination, and in the event that Executive chooses to exercise Executive’s right under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to continue Executive’s participation in such plan, Company shall pay its normal share of the costs for such coverage for a period of up to nine six (96) months from termination, to the same extent that such insurance is provided to persons then currently employed by Company. Company shall deduct from each of the installments due under Section 4(b)(i) the portion of the monthly premium due from Executive in accordance with the terms of such coverage. Notwithstanding any other provision of this Agreement, this obligation shall cease on the date Executive becomes eligible to receive health insurance benefits through any other employer, and Executive agrees to provide Company with written notice immediately upon becoming eligible for such benefits. Executive’s acceptance of any payment on Executive’s behalf or coverage provided hereunder shall be an express representation to Company that Executive has no such eligibility. (iv) The acceleration Executive shall become vested in the additional number of the vesting provisions applicable to Executive’s outstanding time-based equity awards shall be governed granted to Executive by Company that would have otherwise vested had Executive remained in employment for an additional six (6) months after the Executive’s existing equity award agreements or the terms of the Executive’s offer lettertermination date. Subsections (i), (ii), (iii) and (iv) are referred to as the “Standard Severance.” Severance Benefit. The Standard Severance Benefit is expressly subject to the conditions described above and in Section 4(d) below, and any . Any payment or benefit made as part of such Standard Severance Benefit shall be paid less all customary and required taxes and employment-related deductions.

Severance in the Event of Termination Without Cause or Resignation for Good Reason. Subject to the terms and conditions of Section 4(d), in the event that Executive’s employment hereunder is terminated by Company without Cause or terminated by Executive for Good Reason, then, in addition to the Accrued Obligations: (i) i. Company shall pay Executive an amount equal to seventy five percent (75%) continuation of the Executive’s monthly Base Salary for a twelve nine (129) month period, with such payments to be made in accordance with Company’s normal payroll practices and schedules, less all customary and required taxes and employment-related deductions. (ii) . Company shall pay Executive a pro-rata portion of Executive’s at-target Annual Bonus for the calendar year in which the termination occurs based on the period worked by Executive during such calendar year prior to termination, with such payment to be made in on one lump sum in accordance with Companyamount within sixty (60) days following Executive’s normal payroll practices and schedulestermination, less all customary and required taxes and employment-related deductions. (iii) . In the event that Executive is eligible for coverage under a Company health insurance plan and Executive has elected to have coverage thereunder and was covered thereunder prior to termination, and in the event that Executive chooses to exercise Executive’s right under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to continue Executive’s participation in such plan, Company shall pay its normal the employer and employee share of the costs for such coverage for a period of up to nine (9) months from termination, to the same extent that such insurance is provided to persons then currently employed by Company. Company shall deduct from each of the installments due under Section 4(b)(i) the portion of the monthly premium due from Executive in accordance with the terms of such coverage. Notwithstanding any other provision of this Agreement, this obligation shall cease on the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination, or Executive becomes eligible to receive health insurance benefits through any other employer, and Executive agrees to provide Company with written notice immediately upon becoming eligible for such benefits. Executive’s acceptance of any payment on Executive’s behalf or coverage provided hereunder shall be an express representation to Company that Executive has no such eligibility. (iv) The acceleration . Executive shall become vested in the additional number of the vesting provisions applicable to Executive’s outstanding time-based equity awards shall be governed granted to Executive by Company that would have otherwise vested had Executive remained in employment for an additional nine (9) months after the Executive’s existing equity award agreements or the terms of the Executive’s offer lettertermination date. Subsections (i), (ii), (iii) The severance payments and (ivbenefits described in this Section 4(b) are referred to as the “Standard Severance.” The Standard Severance is expressly subject to the conditions described above and in Section 4(d) below, and any . Any payment or benefit made as part of such Standard Severance severance payments and benefits shall be paid less all customary and required taxes and employment-related deductions.

Severance in the Event of Termination Without Cause or Resignation for Good Reason. Subject to the terms and conditions of Section 4(d), in the event that Executive’s employment hereunder is terminated by Company without Cause or terminated by Executive for Good Reason, then, in addition to the Accrued Obligations: (i) Company shall pay Executive an amount equal to seventy five percent (75%) continuation of the Executive’s monthly Base Salary for a twelve (12) month period, with such payments to be made in accordance with Company’s normal payroll practices and schedules, less all customary and required taxes and employment-related deductions. (ii) Company shall pay Executive a pro-rata portion of Executive’s at-target Annual Bonus for the calendar year in which the termination occurs based on the period worked by Executive during such calendar year prior to termination, with such payment to be made in on one lump sum in accordance with Company’s normal payroll practices and schedules, less all customary and required taxes and employment-related deductions. (iii) In the event that Executive is eligible for coverage under a Company health insurance plan and Executive has elected to have coverage thereunder and was covered thereunder prior to termination, and in the event that Executive chooses to exercise Executive’s right under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to continue Executive’s participation in such plan, Company shall pay its normal share of the costs for such coverage for a period of up to nine twelve (912) months from termination, to the same extent that such insurance is provided to persons then currently employed by Company. Company shall deduct from each of the installments due under Section 4(b)(i) the portion of the monthly premium due from Executive in accordance with the terms of such coverage. Notwithstanding any other provision of this Agreement, this obligation shall cease on the date Executive becomes eligible to receive health insurance benefits through any other employer, and Executive agrees to provide Company with written notice immediately upon becoming eligible for such benefits. Executive’s acceptance of any payment on Executive’s behalf or coverage provided hereunder shall be an express representation to Company that Executive has no such eligibility. (iv) The acceleration of the vesting provisions applicable to Executive’s outstanding time-based equity awards shall be governed by the Executive’s existing equity award agreements or the terms of the Executive’s offer letter. Subsections (i), (ii), (iii) and (iv) are referred to as the “Standard Severance.” The Standard Severance is expressly subject to the conditions described in Section 4(d) below, and any payment or benefit made as part of such Standard Severance shall be paid less all customary and required taxes and employment-related deductions.

Severance in the Event of Termination Without Cause or Resignation for Good Reason. Subject to the terms and conditions of Section 4(d), in the event that Executive’s employment hereunder is terminated by Company without Cause or terminated by Executive for Good Reason, then, in addition to the Accrued Obligations: (i) i. Company shall pay Executive an amount equal to seventy five percent (75%) continuation of the Executive’s monthly Base Salary for a twelve nine (129) month period, with such payments to be made in accordance with Company’s normal payroll practices and schedules, less all customary and required taxes and employment-related deductions. (ii) . Company shall pay Executive a pro-rata portion of Executive’s at-at- target Annual Bonus for the calendar year in which the termination occurs based on the period worked by Executive during such calendar year prior to termination, with such payment to be made in on one lump sum in accordance with Companyamount within sixty (60) days following Executive’s normal payroll practices and schedulestermination, less all customary and required taxes and employment-related deductions. (iii) . In the event that Executive is eligible for coverage under a Company health insurance plan and Executive has elected to have coverage thereunder and was covered thereunder prior to termination, and in the event that Executive chooses to exercise Executive’s right under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to continue Executive’s participation in such plan, Company shall pay its normal the employer and employee share of the costs for such coverage for a period of up to nine (9) months from termination, to the same extent that such insurance is provided to persons then currently employed by Company. Company shall deduct from each of the installments due under Section 4(b)(i) the portion of the monthly premium due from Executive in accordance with the terms of such coverage. Notwithstanding any other provision of this Agreement, this obligation shall cease on the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination, or Executive becomes eligible to receive health insurance benefits through any other employer, and Executive agrees to provide Company with written notice immediately upon becoming eligible for such benefits. Executive’s acceptance of any payment on Executive’s behalf or coverage provided hereunder shall be an express representation to Company that Executive has no such eligibility. (iv) The acceleration . Executive shall become vested in the additional number of the vesting provisions applicable to Executive’s outstanding time-based equity awards shall be governed granted to Executive by Company that would have otherwise vested had Executive remained in employment for an additional nine (9) months after the Executive’s existing equity award agreements or the terms of the Executive’s offer lettertermination date. Subsections (i), (ii), (iii) The severance payments and (ivbenefits described in this Section 4(b) are referred to as the “Standard Severance.” The Standard Severance is expressly subject to the conditions described above and in Section 4(d) below, and any . Any payment or benefit made as part of such Standard Severance severance payments and benefits shall be paid less all customary and required taxes and employment-related deductions.

Severance in the Event of Termination Without Cause or Resignation for Good Reason. Subject to (a) Separation between Months Three (3) and Six (6) of Employment. If the terms and conditions of Section 4(d), in the event that Executive’s Company terminates your employment hereunder is terminated by Company without Cause or terminated by Executive if you resign your employment for Good Reason, thenin either instance with or without a Change in Control (as defined below), at any time between months three (3) and six (6) of your employment, then in addition to the Accrued Obligationspayment of any obligations previously accrued and owing through the date of your separation from employment, and provided that, within 45 days after the date of your separation, you execute a release of claims in a form acceptable to the Company and such release shall not have been revoked within such time period: (i) Company shall pay Executive an amount equal You will be entitled to seventy five percent receive a total of three (75%3) months of the Executive’s monthly Base Salary for a twelve (12) month period, with such payments to be made in accordance with Company’s normal payroll practices and schedulesyour base salary, less all customary withholdings and deductions required taxes and employmentand/or permitted by law, payable in a lump-related deductions.sum within sixty (60) days after the date of your separation, subject to Section 19; and (ii) Company shall pay Executive a pro-rata portion of Executive’s at-target Annual Bonus for the calendar year in which the termination occurs based on the period worked by Executive during such calendar year prior to termination, with such payment to be made in on one lump sum in accordance with Company’s normal payroll practices and schedules, less all customary and required taxes and employment-related deductions. (iii) In the event that Executive is eligible for coverage under a Company health insurance plan and Executive has elected to have coverage thereunder and was covered thereunder prior to termination, and in the event that Executive chooses to exercise Executive’s right under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) If you elect to continue Executive’s participation in such planany group medical, Company shall pay its normal share dental, vision and/or prescription drug plan benefits to which you and/or your eligible dependents would be entitled under Section 4980B of the costs for such coverage Code (COBRA), then for a period of up to nine three months following your separation from employment (9) months from terminationthe “Welfare Benefits Continuation Period”), to the same extent that such insurance is provided to persons then currently employed by Company. Company shall deduct from each pay the excess of the installments due under Section 4(b)(i(i) the COBRA cost of such coverage over (ii) the amount that you would have had to pay for such coverage if you had remained employed during the Welfare Benefits Continuation Period and paid the active employee rate for such coverage, provided, however, that (A) that if you become eligible to receive group health benefits under a program of a subsequent employer or otherwise (including coverage available to your spouse, if any), the Company’s obligation to pay any portion of the monthly premium due from Executive in accordance cost of health coverage as described herein shall cease, except as otherwise provided by law; and (B) the Welfare Benefits Continuation Period shall run concurrently with the terms of such coverageany period for which you are eligible to elect health coverage under COBRA. Notwithstanding You shall not be entitled to any other provision compensation, bonuses, benefits or other payments upon your separation from employment other than for payment of this Agreement, this obligation shall cease on obligations previously accrued and owing through the date Executive becomes eligible to receive health insurance benefits through any other employer, and Executive agrees to provide Company with written notice immediately upon becoming eligible for such benefits. Executive’s acceptance of any payment on Executive’s behalf or coverage provided hereunder shall be an express representation to Company that Executive has no such eligibilityyour separation. (ivb) The acceleration of the vesting provisions applicable to Executive’s outstanding time-based equity awards shall be governed by the Executive’s existing equity award agreements or the terms of the Executive’s offer letter. Subsections Separation between Months Six (i6), (ii), (iii) and (iv) are referred to as the “Standard Severance.” The Standard Severance is expressly subject to the conditions described in Section 4(d) below, and any payment or benefit made as part of such Standard Severance shall be paid less all customary and required taxes and employment-related deductions.