Common use of Severance Pay and Benefits Clause in Contracts

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason Outside of the Sale Event Period. (a) If the Executive’s employment is terminated by the Company without Cause or the Executive terminates employment for Good Reason (either such termination, a “Qualifying Termination”), in either case outside of the Sale Event Period (as defined below), subject to (i) the Executive signing a separation agreement and release in a form and manner satisfactory to the Company, which agreement shall include, without limitation, a general release of claims against the Company and all related persons and entities, a twelve (12)-month post-employment noncompetition obligation that is equal in scope to the twelve (12)-month post-employment noncompetition obligation contained within this Agreement, a reaffirmation (which reaffirmation shall not be drafted or construed to impose new obligations) of all of the Executive’s other confidentiality and restrictive covenant obligations to the Company, and a seven (7) business day revocation period, and shall provide that if the Executive breaches any of the Executive’s restrictive covenant obligations the Executive is obligated to comply with, all payments of the Severance Amount (as defined below) shall immediately cease (the “Release”), and (ii) the Release becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Release) ((i) and (ii) collectively, the “Release Requirement”) (for purposes of clarity, the Release will not waive claims for vested benefits and vested equity or the Executive’s rights to indemnification as provided in this Agreement), the Company shall: (i) pay the Executive the Severance Amount (defined below), provided, in the event the Executive is entitled to any Non-Compete Payments (as defined below), the Severance Amount received in any calendar year will be reduced by the Non-Compete Payments the Executive is paid in the same such calendar year (the “Restrictive Covenants Agreement Setoff”); (ii) pay the Executive any annual bonus for the year in which the Date of Termination occurs, subject in all respects to applicable bonus terms, conditions and achievement as determined by the Board, prorated based on when in the year the Date of Termination occurs, and paid when annual bonuses for such year are paid to senior executives generally; (iii) pay the Executive any earned but unpaid incentive compensation (subject to Section 2(b) (“Incentive Compensation”) of this Agreement) for the year prior to the year in which the Date of Termination occurs; and (iv) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider (and, to the extent permitted by COBRA, the group dental and vision plan providers), the COBRA provider or the Executive a monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) nine (9) months from the Date of Termination; (B) the Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s continuation rights under COBRA; provided, however, if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above (collectively, the “COBRA Payments”). The COBRA Payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason Outside of the Sale Event Change in Control Period. (a) If . During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3, or the Executive terminates the Executive’s employment for Good Reason (either such termination, a “Qualifying Termination”as provided in Section 3(e), in either case outside of the Sale Event Period (as defined below)Change in Control Period, then the Company shall pay the Executive the Accrued Benefits. In addition, subject to (i) the Executive (or his authorized representative or estate, if the termination is due to the circumstances described in Section 3(a) or 3(b)) signing a separation agreement and release in a form and manner satisfactory to the Company, which agreement shall include, without limitation, a general release of claims against the Company and all related persons and entities, a twelve (12)-month post-employment noncompetition obligation that is equal in scope to the twelve (12)-month post-employment noncompetition obligation contained within this Agreement, a reaffirmation (which reaffirmation shall not be drafted or construed to impose new obligations) of all of the Executive’s other confidentiality and restrictive covenant obligations to the CompanyContinuing Obligations (as defined below), and a seven (7) business day revocation period, and shall provide that if the Executive breaches any of the Executive’s restrictive covenant obligations the Executive is obligated to comply with, all payments of the Severance Amount (as defined below) shall immediately cease : (the “Separation Agreement and Release”), and (ii) the Separation Agreement and Release becoming irrevocable, all within 60 days after the Termination Date of Termination (or such shorter period as set forth in the Separation Agreement and Release), which shall include: (a) the Company shall pay the Executive an amount equal to nine ((i9) and (ii) collectively, the “Release Requirement”) (for purposes months of clarity, the Release will not waive claims for vested benefits and vested equity or the Executive’s rights to indemnification Base Salary as provided in this Agreement), of the Company shall: (i) pay the Executive the Severance Amount (defined below), provided, in the event the Executive is entitled to any Non-Compete Payments (as defined below), the Severance Amount received in any calendar year will be reduced by the Non-Compete Payments the Executive is paid in the same such calendar year Termination Date (the “Restrictive Covenants Agreement SetoffSeverance Amount”); (ii) pay the Executive any annual bonus for the year in which the Date of Termination occurs, subject in all respects to applicable bonus terms, conditions and achievement as determined by the Board, prorated based on when in the year the Date of Termination occurs, and paid when annual bonuses for such year are paid to senior executives generally; (iii) pay the Executive any earned but unpaid incentive compensation (subject to Section 2(b) (“Incentive Compensation”) of this Agreement) for the year prior to the year in which the Date of Termination occurs; and (ivb) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider (and, to the extent permitted by COBRA, the group dental and vision plan providers), the COBRA provider or the Executive a monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the nine (9) months from month anniversary of the Date of TerminationTermination Date; (B) the Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s continuation rights under COBRA; provided, however, if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall will convert such payments to payroll payments directly to the Executive for the time period specified above (collectively, the “COBRA Payments”)above. The COBRA Payments Such payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and (c) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, if the Executive’s employment is terminated pursuant to Section 3(a) or 3(b) all time-based stock options and other stock-based awards subject to time-based vesting held by the Executive (the “Time-Based Equity Awards”) shall immediately accelerate and become fully exercisable or nonforfeitable as of the later of (i) the Termination Date or (ii) the Effective Date of the Separation Agreement and Release (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Termination Date in the absence of this Agreement will be delayed until the Effective Date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release becoming fully effective within the time period set forth therein. Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Termination Date and the Accelerated Vesting Date. The amounts payable under Section 5(a) and (b), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine (9) months commencing within 60 days after the Termination Date; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount, to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Termination Date. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason Outside of the Sale Event Change in Control Period. (a) . If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates employment for Good Reason as provided in Section 3(e)(ii) or (either such termination, a “Qualifying Termination”iii), in either each case outside of the Sale Event Period (as defined below)Change in Control Period, then, in addition to the Accrued Obligations, and subject to (i) the Executive signing a separation agreement and release in a form and manner satisfactory to the Company, which agreement shall include, without limitation, a general release of claims against the Company and all related persons and entities, a twelve (12)-month post-employment noncompetition obligation entities that is equal in scope to shall not release the twelve (12)-month post-employment noncompetition obligation contained within Executive’s rights under this Agreement, a reaffirmation (which reaffirmation shall not be drafted or construed to impose new obligations) of all of the Executive’s other confidentiality and restrictive covenant obligations to Continuing Obligations (as defined below), and, in the Company’s sole discretion, and a seven (7) business day revocation periodone-year post-employment noncompetition agreement, and shall provide that if the Executive breaches any of the Executive’s restrictive covenant obligations the Executive is obligated to comply withContinuing Obligations, all payments of the Severance Amount (as defined below) shall immediately cease (the “ReleaseSeparation Agreement”), and (ii) the Release Separation Agreement becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the ReleaseSeparation Agreement), which shall include a seven (7) business day revocation period: (a) the Company shall pay the Executive an amount equal to nine (i9) and (ii) collectively, the “Release Requirement”) (for purposes months of clarity, the Release will not waive claims for vested benefits and vested equity or the Executive’s rights to indemnification as Base Salary (the “Severance Amount”); provided in this Agreement), the Company shall: (i) pay the Executive the Severance Amount (defined below), provided, that in the event the Executive is entitled to any Non-Compete Payments Garden Leave Pay (as defined belowin the Restrictive Covenants Agreement), the Severance Amount received in any calendar year will be reduced by the Non-Compete Payments amount of Garden Leave Pay the Executive is paid in the same such calendar year (the “Restrictive Covenants Agreement Garden Leave Pay Setoff”); (ii) pay the Executive any annual bonus for the year in which the Date of Termination occurs, subject in all respects to applicable bonus terms, conditions and achievement as determined by the Board, prorated based on when in the year the Date of Termination occurs, and paid when annual bonuses for such year are paid to senior executives generally; (iii) pay the Executive any earned but unpaid incentive compensation (subject to Section 2(b) (“Incentive Compensation”) of this Agreement) for the year prior to the year in which the Date of Termination occurs; and (ivb) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider (and, to the extent permitted by COBRA, the group dental and vision plan providers), or the COBRA provider or the Executive a monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (Ai) nine (the 9) months from -month anniversary of the Date of Termination; (Bii) the Executive’s eligibility date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (Ciii) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above (collectively, above. Such payments to the “COBRA Payments”). The COBRA Payments Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under Section 5, to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over 9 months commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments, to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason Outside of the Sale Event Change in Control Period. (a) . If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates employment for Good Reason as provided in Section 3(e)(ii) or (either such termination, a “Qualifying Termination”iii), in either each case outside of the Sale Event Period (as defined below)Change in Control Period, then, in addition to the Accrued Obligations, and subject to (i) the Executive signing a separation agreement and release in a form and manner satisfactory to the Company, which agreement shall include, without limitation, a general release of claims against the Company and all related persons and entities, a twelve (12)-month post-employment noncompetition obligation entities that is equal in scope to shall not release the twelve (12)-month post-employment noncompetition obligation contained within Executive’s rights under this Agreement, a reaffirmation (which reaffirmation shall not be drafted or construed to impose new obligations) of all of the Executive’s other confidentiality and restrictive covenant obligations to Continuing Obligations (as defined below), and, in the Company’s sole discretion, and a seven (7) business day revocation periodone-year post-employment noncompetition agreement, and shall provide that if the Executive breaches any of the Executive’s restrictive covenant obligations the Executive is obligated to comply withContinuing Obligations, all payments of the Severance Amount (as defined below) shall immediately cease (the “ReleaseSeparation Agreement”), and (ii) the Release Separation Agreement becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the ReleaseSeparation Agreement), which shall include a seven (7) business day revocation period: (a) the Company shall pay the Executive an amount equal to nine (i9) and (ii) collectively, the “Release Requirement”) (for purposes months of clarity, the Release will not waive claims for vested benefits and vested equity or the Executive’s rights to indemnification as Base Salary (the “Severance Amount”); provided in this Agreement), the Company shall: (i) pay the Executive the Severance Amount (defined below), provided, that in the event the Executive is entitled to any Non-Compete Payments Garden Leave Pay (as defined belowin the Confidentiality and Proprietary Rights Agreement, Section 9), the Severance Amount received in any calendar year will be reduced by the Non-Compete Payments amount of Garden Leave Pay the Executive is paid in the same such calendar year (the “Restrictive Covenants Agreement Garden Leave Pay Setoff”); (ii) pay the Executive any annual bonus for the year in which the Date of Termination occurs, subject in all respects to applicable bonus terms, conditions and achievement as determined by the Board, prorated based on when in the year the Date of Termination occurs, and paid when annual bonuses for such year are paid to senior executives generally; (iii) pay the Executive any earned but unpaid incentive compensation (subject to Section 2(b) (“Incentive Compensation”) of this Agreement) for the year prior to the year in which the Date of Termination occurs; and (ivb) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider (and, to the extent permitted by COBRA, the group dental and vision plan providers), or the COBRA provider or the Executive a monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (Ai) nine (the 9) months from -month anniversary of the Date of Termination; (Bii) the Executive’s eligibility date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (Ciii) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above (collectively, above. Such payments to the “COBRA Payments”). The COBRA Payments Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under Section 5, to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over 9 months commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments, to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

Severance Pay and Benefits. Upon Termination Provided that (i) the Effective Date has occurred within thirty (30) days following the Transition Date; (ii) Employee has not revoked Employee’s assent to this Agreement; (iii) Employee has returned all Company property (including without limitation any and all confidential and proprietary information) issued to Employee in connection with Employee’s employment with the Company as required by Section 6.9 of the Transition Agreement; and (iv) Executive has not breached any of the Restrictive Covenants: 2.1 Company shall pay Employee the gross amount of [$AMOUNT], which represents [APPLICABLE TIME PERIOD] ( ) months (the “Severance Period”) of Employee’s current Base Salary under the Transition Agreement, less normal, customary, and required withholdings for federal and state income tax, FICA, and other taxes (the “Severance Pay”). Unless terminated earlier pursuant to the Transition Agreement or this Agreement, the Severance Pay shall be paid in over the Severance Period in accordance with the Company’s Payroll Policies. The first installment of the Severance Pay shall be made on the First Payment Date. 2.2 Company shall pay Employee the following: eighteen (18) months of the Company’s portion of post-employment company sponsored health insurance premiums under COBRA (at the same levels and costs in effect on the Transition Date (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars)) (“Severance Benefits”), to the extent permissible under the Company’s health insurance plans, including, if permitted and still maintained by the Company without Cause or by the Executive for Good Reason Outside of the Sale Event Periodand/or Benicomp (subject to applicable taxes and withholdings). (a) If The Company will make the Executive’s employment is terminated by the Company without Cause or the Executive terminates employment for Good Reason (either such termination, a “Qualifying Termination”), in either case outside of the Sale Event Period (first monthly Severance Benefits payment to Employee as defined below), subject to soon as administratively possible following (i) the Executive signing a separation agreement and release in a form and manner satisfactory to the Company, which agreement shall include, without limitation, a general release of claims against the Company and all related persons and entities, a twelve (12)-month post-employment noncompetition obligation that is equal in scope to the twelve (12)-month post-employment noncompetition obligation contained within this Agreement, a reaffirmation (which reaffirmation shall not be drafted or construed to impose new obligations) of all of the Executive’s other confidentiality and restrictive covenant obligations to the Company, and a seven (7) business day revocation period, and shall provide that if the Executive breaches any of the Executive’s restrictive covenant obligations the Executive is obligated to comply with, all payments of the Severance Amount (as defined below) shall immediately cease (the “Release”)Effective Date, and (ii) receipt by Company of notification that Employee has made the Release becoming irrevocable, all within 60 days after necessary election of benefits continuation under COBRA. Unless terminated earlier pursuant to the Date Transition Agreement or at the election of Termination (or such shorter period as set forth in the Release) ((i) and (ii) collectively, the “Release Requirement”) (for purposes of clarity, the Release will not waive claims for vested benefits and vested equity or the Executive’s rights to indemnification as provided in this Agreement)Employee, the Company shall:will continue to pay Employee the monthly installment of the Severance Benefits for the Severance Period, so long as the Company receives notification that the Employee is continuing to pay the necessary premiums to the carrier or COBRA administrator. (ib) pay Employee will be responsible for paying the Executive full amount of the Severance Amount (defined below)premium, providedplus applicable administrative fees, in to the event the Executive is carrier or COBRA administrator. 2.3 Employee shall be entitled to any Non-Compete Payments the Equity Acceleration Benefit (as defined below), the Severance Amount received in any calendar year will be reduced by the Non-Compete Payments the Executive is paid in the same such calendar year (the “Restrictive Covenants Agreement Setoff”); (ii) pay the Executive any annual bonus for the year in which the Date of Termination occurs, subject in all respects to applicable bonus terms, conditions and achievement as determined by the Board, prorated based on when in the year the Date of Termination occurs, and paid when annual bonuses for such year are paid to senior executives generally; (iii) pay the Executive any earned but unpaid incentive compensation (subject to Section 2(b) (“Incentive Compensation”) of this Transition Agreement) for the year prior to the year in which the Date of Termination occurs; and (iv) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider (and, to the extent permitted by COBRA, the group dental and vision plan providers), the COBRA provider or the Executive a monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) nine (9) months from the Date of Termination; (B) the Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s continuation rights under COBRA; provided, however, if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above (collectively, the “COBRA Payments”). The COBRA Payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll datesEffective Date.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason Outside of within the Sale Event Change in Control Period. (a) If . During the Term, if the Executive’s employment is terminated by the Company without Cause at any time as provided in Section 3(d), or the Executive terminates her employment for Good Reason (either such terminationas provided in Section 3(e) within the Change in Control Period, a “Qualifying Termination”), in either case outside of then the Sale Event Period (as defined below)Company shall pay the Executive the Accrued Obligations. In addition, subject to (i) the Executive signing a separation agreement and release in a form and manner satisfactory to the Company, which agreement shall include, without limitation, a general release of claims against the Company and all related persons and entities, a twelve (12)-month post-employment noncompetition obligation that is equal in scope to the twelve (12)-month post-employment noncompetition obligation contained within this Agreement, a reaffirmation (which reaffirmation shall not be drafted or construed to impose new obligations) of all of the Executive’s other confidentiality and restrictive covenant obligations to Continuing Obligations (as defined below), and, in the Company’s sole discretion, and a seven (7) business day revocation periodone-year post-employment noncompetition agreement, and shall provide that if the Executive breaches any of the Executive’s restrictive covenant obligations the Executive is obligated to comply withContinuing Obligations, all payments of the Severance Amount (as defined below) shall immediately cease (the “Separation Agreement and Release”), and (ii) the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement and Release), which shall include a seven (7) business day revocation period: ((ia) and (ii) collectively, the “Release Requirement”) (for purposes Company shall pay the Executive an amount equal to 9 months of clarity, the Release will not waive claims for vested benefits and vested equity or the Executive’s rights to indemnification as Base Salary (the “Severance Amount”); provided in this Agreement), the Company shall: (i) pay the Executive the Severance Amount (defined below), provided, in the event the Executive is entitled to any Non-Compete Payments (as defined below)payments pursuant to the Restrictive Covenants Agreement, the Severance Amount received in any calendar year will be reduced by the Non-Compete Payments amount the Executive is paid in the same such calendar year pursuant to the Restrictive Covenants Agreement (the “Restrictive Covenants Agreement Setoff”);; and (iib) pay notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, and only to the extent such termination of employment occurs within 12 months after the occurrence of the first event constituting a Change in Control, all time-based stock options and other stock-based awards subject to time-based vesting held by the Executive any annual bonus for (the year in which “Time-Based Equity Awards”) shall immediately accelerate and become fully exercisable or nonforfeitable as of the later of (i) the Date of Termination occurs, subject in all respects to applicable bonus terms, conditions or (ii) the effective date of the Separation Agreement and achievement as determined by Release (the Board, prorated based “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on when in the year the Date of Termination occurs, and paid when annual bonuses for such year are paid to senior executives generally; (iii) pay in the Executive any earned but unpaid incentive compensation (subject to Section 2(b) (“Incentive Compensation”) absence of this Agreement) for Agreement will be delayed until the year prior effective date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the year in which absence of the Separation Agreement and Release becoming fully effective within the time period set forth therein. Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination occursand the Accelerated Vesting Date; and (ivc) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Executive will pay either the Company or its third-party COBRA administrator the full amount of COBRA premium each month while the Executive is receiving health insurance through COBRA. The Company shall pay to the group health plan provider (and, to the extent permitted by COBRA, the group dental and vision plan providers), the COBRA provider or the Executive a monthly payment equal to the amount of the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) nine (9) months from the 9 month anniversary of the Date of Termination; (B) the Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s continuation rights under COBRA; provided, however, if . Such payments shall be deemed a type of “severance pay” under the Company determines that it cannot pay such amounts to meaning assigned in the group health plan provider or the COBRA provider (if applicableYumanity Therapeutics 401(k) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above (collectively, the “COBRA Payments”). The COBRA Payments Plan and shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under Section 5(a) and (c), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over 9 months commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount, to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

Severance Pay and Benefits. Upon Termination by Provided that (i) the Effective Date has occurred; (ii) Employee has not revoked Employee’s assent to this Agreement; and (iii) Employee has returned all Company property (including without Cause or by limitation any and all confidential and proprietary information) issued to Employee in connection with Employee’s employment with the Executive for Good Reason Outside of the Sale Event Period.Company: (a) If Company shall pay Employee the Executivegross amount of $2,200,000, which represents twenty-four (24) months (the “Severance Period”) of Employee’s current Base Salary under the Employment Agreement, less normal, customary, and required withholdings for federal and state income tax, FICA, and other taxes (“the Severance Pay”). Unless terminated earlier pursuant to the Employment Agreement, the Severance Pay shall be paid in pro rata amounts over the Severance Period in accordance with the Company’s payroll practices. The first installment of the Severance Pay shall be made as soon as administratively possible following the Effective Date. (b) Company shall pay Employee the pro rata bonus in accordance with Section 6.3(c) of the Employment Agreement and shall cause the additional vesting provided for in Section 6.3(d) of the Employment Agreement. (c) Company shall pay Employee the following: twenty-four (24) months of the Company’s portion of post-employment is terminated by company-sponsored health insurance premiums under COBRA (at the Company without Cause or same levels and costs in effect on the Executive terminates employment date of termination (excluding, for Good Reason purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars)) (either such termination, a “Qualifying TerminationSeverance Benefits”), in either case outside to the extent permissible under the Company’s health insurance plans including, if permitted and still maintained by the Company, Benicomp (subject to applicable taxes and withholdings). (i) The Company will make the first monthly Severance Benefits payment to Employee as soon as administratively possible following (i) the Effective Date, and (ii) receipt by Company of notification that Employee has made the necessary election of benefits continuation under COBRA. Unless terminated earlier pursuant to the Employment Agreement or at the election of Employee, the Company will continue to pay Employee the monthly installment of the Sale Event Period Severance Benefits for the Severance Period, so long as the Company receives notification that the Employee is continuing to pay the necessary premiums to the carrier or COBRA administrator. (ii) Employee will be responsible for paying the full amount of the premium, plus applicable administrative fees, to the carrier or COBRA administrator. (d) Each outstanding Company equity award held by Employee as defined below), of the Termination Date shall become vested with respect to an additional number of Company shares subject thereto equal to (i) the Executive signing number of Company shares subject to each such equity award scheduled to vest on the next applicable vesting date following the Termination Date, multiplied by (ii) a separation agreement fraction, the numerator of which is the number of days worked in the vesting period for such equity award through the Termination Date and release the denominator of which is the total number of days in the vesting period ending with the next applicable vesting date for such equity award. To the extent Company equity awards that are subject solely to time-based vesting become vested pursuant to this Section 2(d), they shall vest immediately effective as the Termination Date. To the extent PSUs and any other Company equity awards that are subject to performance-based vesting become vested pursuant to this Section 2(d), they shall vest on the next applicable vesting date for each such equity award, provided that such PSUs and other equity awards subject to performance-based vesting shall only vest to the extent of actual performance. Exhibit A hereto sets forth (i) each Company equity award held by Employee as of the Termination Date, (ii) with respect to each such time-based Company equity award, the number of Company shares with respect to which such Company equity award will become vested as of the Termination Date pursuant to this Section 2(d) and (iii) with respect to each such Company equity award that is a form PSU or otherwise subject to performance-based vesting, the number of Company shares with respect to which such equity award may become vested following application of this Section 2(d) assuming attainment of the applicable performance targets under each such award as of their applicable vesting date(s). (e) Any of the payments set forth in Section 2 and manner satisfactory its subsections paid by the Company that are considered taxable income will be reported on a Form W-2 issued to Employee for the applicable year. (f) In the event the Company, which agreement shall includeafter reasonable investigation, without limitation, a general release of claims against the Company and all related persons and entities, a twelve determines that Employee has breached Employee’s obligations under (12)-month post-employment noncompetition obligation that is equal in scope to the twelve (12)-month post-employment noncompetition obligation contained within i) this Agreement, a reaffirmation (which reaffirmation shall not be drafted or construed to impose new obligations) of all of the Executive’s other confidentiality and restrictive covenant obligations to the Company, and a seven (7) business day revocation period, and shall provide that if the Executive breaches any of the Executive’s restrictive covenant obligations the Executive is obligated to comply with, all payments of the Severance Amount (as defined below) shall immediately cease (the “Release”), and (ii) the Release becoming irrevocableany Confidentiality, all within 60 days after the Date of Termination (or such shorter period as set forth in the Release) ((i) Non-Solicitation and/or Non-Competition Agreement to which Employee and (ii) collectively, the “Release Requirement”) (for purposes of clarity, the Release will not waive claims for vested benefits and vested equity or the Executive’s rights to indemnification as provided in this Agreement), the Company shall: (i) pay the Executive the Severance Amount (defined below)are parties, provided, in the event the Executive is entitled to any Non-Compete Payments (as defined below), the Severance Amount received in any calendar year will be reduced by the Non-Compete Payments the Executive is paid in the same such calendar year (the “Restrictive Covenants Agreement Setoff”); (ii) pay the Executive any annual bonus for the year in which the Date of Termination occurs, subject in all respects to applicable bonus terms, conditions and achievement as determined by the Board, prorated based on when in the year the Date of Termination occurs, and paid when annual bonuses for such year are paid to senior executives generally; (iii) pay the Executive any earned but unpaid incentive compensation (subject to Section 2(bother restrictive covenant agreement(s) (“Incentive Compensation”) of this Agreement) for the year prior to the year in which the Date of Termination occurs; and (iv) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate entered into by and between Employee and the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act Company or any of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider (and, to the extent permitted by COBRA, the group dental and vision plan providers), the COBRA provider or the Executive a monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) nine (9) months from the Date of Termination; (B) the Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s continuation rights under COBRA; provided, however, if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law its affiliates (including, without limitation, Section 2716 of the Public Health Service Act)any restrictive covenant agreement or confidentiality, then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above (property protection, non-competition and/or non-solicitation agreement executed by Employee, collectively, the “COBRA PaymentsRestrictive Covenant(s)”), (iv) the confidentiality or non-disparagement obligations contained in the Employment Agreement, or (v) the Eighth Amended and Restated Agreement of Limited Partnership of Karman Topco L.P. as amended, supplemented, or otherwise modified from time to time, the (“LP Agreement”), if applicable, Employee’s eligibility for the Severance Pay and Severance Benefits shall cease immediately. The COBRA Payments Moreover, from the date of the breach, the Company shall be subject entitled to tax-related deductions recover payments in excess of one thousand dollars ($1,000.00) made to the Employee for Severance Pay under this Agreement. Except as provided in this Section 2(f), the amount of any severance payment or benefit shall not be reduced or offset by reason of any compensation earned by the Employee from a subsequent employer, and withholdings the Employee will not be under any obligation to seek other employment or to take any other actions to mitigate any severance payments or benefits amounts payable to the Employee. (g) Employee acknowledges that the Severance Pay and paid on Severance Benefits exceeds any earned wages or anything else of value otherwise owed to Employee by the Company’s regular payroll dates.

Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive You for Good Reason Outside of the Sale Event Change in Control Period. (a) . If the Executive’s your employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates you terminate employment for Good Reason (either such termination, a “Qualifying Termination”as provided in Section 3(e), in either case each outside of the Sale Event Change in Control Period (as defined below), then, in addition to the Accrued Obligations, and subject to (i) the Executive your signing a separation agreement and release in a form and manner reasonably satisfactory to the Company, which agreement shall include, without limitation, a general release of claims against the Company and all related persons and entities, a twelve (12)-month post-employment noncompetition obligation that is equal in scope to the twelve (12)-month post-employment noncompetition obligation contained within this Agreement, a reaffirmation (which reaffirmation shall not be drafted or construed to impose new obligations) of all of the Executive’s other confidentiality and restrictive covenant obligations to the Company, and a seven your Continuing Obligations (7) business day revocation periodas defined below), and shall provide that if the Executive breaches you materially breach any of the Executive’s restrictive covenant obligations the Executive Continuing Obligations, and if such breach is obligated to comply withcurable, which has continued for more than 30 days following written notice of such breach, all payments of the Severance Amount (as defined below) shall immediately cease (the “Separation Agreement and Release”), and (ii) the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement and Release) ((i) and (ii) collectively, the “Release Requirement”) (for purposes of clarity, the Release will not waive claims for vested benefits and vested equity or the Executive’s rights to indemnification as provided in this Agreement), the Company shallwhich shall include a seven (7) business day revocation period: (ia) the Company shall pay you an amount equal to nine (9) months of your Base Salary (the Executive the “Severance Amount (defined belowAmount”), provided, ; provided in the event the Executive is you are entitled to any Non-Compete Payments (payments pursuant to the Restrictive Covenants Agreement, as defined below), a condition of such receipt of the Severance Amount, you shall acknowledge and agree in the Separation Agreement and Release that such Severance Amount received in any calendar year will be reduced by in lieu of any garden leave pay under the Non-Compete Payments the Executive is paid in the same such calendar year (the “Restrictive Covenants Agreement Setoff”)Agreement; (iib) the Company will pay the Executive you, if applicable, a lump sum payment of any annual bonus for the year in which the Date of Termination occursearned, subject in all respects to applicable bonus terms, conditions and achievement but unpaid Bonus (as determined by the Board, prorated based on when Board in the year the Date of Termination occurs, and paid when annual bonuses for such year are paid to senior executives generally; (iii) pay the Executive any earned but unpaid incentive compensation (subject to Section 2(b) (“Incentive Compensation”) of this Agreementits discretion) for the fiscal year prior to the fiscal year of your Date of Termination, to be paid (if at all) at the same time as the Company pays bonuses to similarly situated executives, but in no event later than the end of the taxable year in which the Date of Termination occurs; and (ivc) subject to the Executive’s your copayment of premium amounts at the applicable active employees’ rate and the Executive’s your proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider (and, to the extent permitted by COBRA, the group dental and vision plan providers)provider, the COBRA provider or the Executive you a monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive you if the Executive you had remained employed by the Company until the earliest of (A) the nine (9) months from month anniversary of the Date of Termination; (B) the Executive’s your eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s your continuation rights under COBRA; provided, however, if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive you for the time period specified above (collectively, the “COBRA Payments”)above. The COBRA Payments Such payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under Sections 5(a) and (c), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine (9) months commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount, to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A- 2(b)(2).