Common use of Severance Payments and Other Matters Related to Termination Clause in Contracts

Severance Payments and Other Matters Related to Termination. (a) Termination pursuant to Section 4(b), 4(c), or 4(e). Except as provided in Section 5(c) below, and subject to Section 5(f) and Section 5(g) below, (i) in the event of termination of your employment by the Company other than for Cause pursuant to Section 4(b) of this Agreement, or in the event of termination of your employment by you for Good Reason pursuant to Section 4(c) of this Agreement, (A) the Company will continue to pay you your base salary, at the rate in effect on the date of termination, for the period of 12 months from the date of termination in accordance with the Company’s payroll policy then in effect; (B) all then unvested stock options held by you at such time that were granted on or prior to the Amendment Date shall vest as of the date of termination as to that number of shares that would have otherwise vested over the next nine months following such termination as a result of only the passage of time, notwithstanding any contrary provision in any agreement evidencing such stock options; and (C) if you are participating in the Company’s group health plan and/or dental plan at the time your employment terminates pursuant to Section 4(b) or 4(c) of this Agreement and you exercise your right to continue participation in those plans under the federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis, for the full monthly premium cost of that participation for the 12 months following the date on which your employment with the Company terminates or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental) plan of a new employer; (ii) in the event of your termination of employment as a result of your death or a termination of your employment by the Company due to your disability at any time pursuant to Section 4(e) of this Agreement, all then unvested stock options held by you at such time that were granted on or prior to the Amendment Date, if any, will vest as of the date of termination, which in the case of death shall be the date of death, and, in the event your employment is terminated by the Company due to your disability, to the extent the Company’s benefits do not include disability insurance benefits that will continue your base salary at 100% of the amount of such base salary for the period of one year from the date of termination, for such period the Company shall pay to you, at the time that your base salary would otherwise have been paid, an amount equal to the amount by which 100% of your base salary exceeds the disability insurance benefits, if any, actually paid to you. (b) Termination other than pursuant to Section 4(b), 4(c) or 4(e). In the event of any termination of your employment, other than (i) a termination by the Company other than for Cause pursuant to Section 4(b) of this Agreement, (ii) a termination by you for Good Reason pursuant to Section 4(c) of this Agreement, or (iii) a termination as a result of your death or a termination of your employment by the Company due to your disability pursuant to Section 4(e) of this Agreement, the Company shall pay you the Accrued Compensation as provided in Section 5(e) below. The Company shall have no other obligation to you under this Agreement or otherwise.

Severance Payments and Other Matters Related to Termination. (a) Termination pursuant to Section 4(b), 4(c), or 4(e). Except as provided in Section 5(c) below, and subject to Section 5(f) and Section 5(g) below, (i) in the event of termination of your employment by the Company other than for Cause pursuant to Section 4(b) of this Agreement, or in the event of termination of your employment by you for Good Reason pursuant to Section 4(c) of this Agreement, (A) the Company will continue to pay you your base salary, at the rate in effect on the date of termination, for the period of 12 18 months from the date of termination in accordance with the Company’s payroll policy then in effect; (B) all then unvested stock options held by you at such time that were granted on or prior to the Amendment Date shall vest as of the date of termination as to that number of shares that would have otherwise vested over the next nine 12 months following such termination as a result of only the passage of time, notwithstanding any contrary provision in any agreement evidencing such stock options; and (C) if you are participating in the Company’s group health plan and/or dental plan at the time your employment terminates pursuant to Section 4(b) or 4(c) of this Agreement and you exercise your right to continue participation in those plans under the federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis, for the full monthly premium cost of that participation for the 12 18 months following the date on which your employment with the Company terminates or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental) plan of a new employer; (ii) in the event of your termination of employment as a result of your death or a termination of your employment by the Company due to your disability at any time pursuant to Section 4(e) of this Agreement, all then unvested stock options held by you at such time that were granted on or prior to the Amendment Date, if any, will vest as of the date of termination, which in the case of death shall be the date of death, and, in the event your employment is terminated by the Company due to your disability, to the extent the Company’s benefits do not include disability insurance benefits that will continue your base salary at 100% of the amount of such base salary for the period of one year from the date of termination, for such period the Company shall pay to you, at the time that your base salary would otherwise have been paid, an amount equal to the amount by which 100% of your base salary exceeds the disability insurance benefits, if any, actually paid to you. (b) Termination other than pursuant to Section 4(b), 4(c) or 4(e). In the event of any termination of your employment, other than (i) a termination by the Company other than for Cause pursuant to Section 4(b) of this Agreement, (ii) a termination by you for Good Reason pursuant to Section 4(c) of this Agreement, or (iii) a termination as a result of your death or a termination of your employment by the Company due to your disability pursuant to Section 4(e) of this Agreement, the Company shall pay you the Accrued Compensation as provided in Section 5(e) below. The Company shall have no other obligation to you under this Agreement or otherwise.

Severance Payments and Other Matters Related to Termination. (a) Termination pursuant to Section 4(b), 4(c), or 4(e). Except as provided in Section 5(c) below, and subject to Section 5(f) and Section 5(g) below, (i) in the event of termination of your employment by the Company other than for Cause pursuant to Section 4(b) of this Agreement, or in the event of termination of your employment by you for Good Reason pursuant to Section 4(c) of this Agreement, (A) the Company will continue to pay you your base salary, at the rate in effect on the date of termination, for the period of 12 months from the date of termination in accordance with the Company’s payroll policy then in effect; (B) all then unvested stock options held by you at such time that were granted on or prior to the Amendment Date shall vest as of the date of termination as to that number of shares that would have otherwise vested over the next nine six months following such termination as a result of only the passage of time, notwithstanding any contrary provision in any agreement evidencing such stock options; and (C) if you are participating in the Company’s group health plan and/or dental plan at the time your employment terminates pursuant to Section 4(b) or 4(c) of this Agreement and you exercise your right to continue participation in those plans under the federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis, for the full monthly premium cost of that participation for the 12 months following the date on which your employment with the Company terminates or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental) plan of a new employer; (ii) in the event of your termination of employment as a result of your death or a termination of your employment by the Company due to your disability at any time pursuant to Section 4(e) of this Agreement, all then unvested stock options held by you at such time that were granted on or prior to the Amendment Date, if any, will vest as of the date of termination, which in the case of death shall be the date of death, and, in the event your employment is terminated by the Company due to your disability, to the extent the Company’s benefits do not include disability insurance benefits that will continue your base salary at 100% of the amount of such base salary for the period of one year from the date of termination, for such period the Company shall pay to you, at the time that your base salary would otherwise have been paid, an amount equal to the amount by which 100% of your base salary exceeds the disability insurance benefits, if any, actually paid to you. (b) Termination other than pursuant to Section 4(b), 4(c) or 4(e). In the event of any termination of your employment, other than (i) a termination by the Company other than for Cause pursuant to Section 4(b) of this Agreement, (ii) a termination by you for Good Reason pursuant to Section 4(c) of this Agreement, or (iii) a termination as a result of your death or a termination of your employment by the Company due to your disability pursuant to Section 4(e) of this Agreement, the Company shall pay you the Accrued Compensation as provided in Section 5(e) below. The Company shall have no other obligation to you under this Agreement or otherwise.

Severance Payments and Other Matters Related to Termination. (a) Termination pursuant to Section 4(b), 4(c), or 4(e). Except as provided in Section 5(c) below, and subject to Section 5(f) and Section 5(g) below, (i) in the event of termination of your employment by the Company other than for Cause pursuant to Section 4(b) of this Agreement, or in the event of termination of your employment by you for Good Reason pursuant to Section 4(c) of this Agreement, (A) the Company will continue to pay you your base salary, at the rate in effect on the date of termination, for the period of 12 months from the date of termination in accordance with the Company’s payroll policy then in effect; (B) all then unvested stock options held by you at such time that were granted on or prior to the Amendment Date shall vest as of the date of termination as to that number of shares that would have otherwise vested over the next nine six months following such termination as a result of only the passage of time, notwithstanding any contrary provision in any agreement evidencing such stock options; and (C) if you are participating in the Company’s group health plan and/or dental plan at the time your employment terminates pursuant to Section 4(b) or 4(c) of this Agreement and you exercise your right to continue participation in those plans under the federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis, for the full monthly premium cost of that participation for the 12 months following the date on which your employment with the Company terminates or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental) plan of a new employer;; or (ii) in the event of your termination of employment as a result of your death or a termination of your employment by the Company due to your disability at any time pursuant to Section 4(e) of this Agreement, all then unvested stock options held by you at such time that were granted on or prior to the Amendment Date, if any, will vest as of the date of termination, which in the case of death shall be the date of death, and, in the event your employment is terminated by the Company due to your disability, to the extent the Company’s benefits do not include disability insurance benefits that will continue your base salary at 100% of the amount of such base salary for the period of one year from the date of termination, for such period the Company shall pay to you, at the time that your base salary would otherwise have been paid, an amount equal to the amount by which 100% of your base salary exceeds the disability insurance benefits, if any, actually paid to you. (b) Termination other than pursuant to Section 4(b), 4(c) or 4(e). In the event of any termination of your employment, other than (i) a termination by the Company other than for Cause pursuant to Section 4(b) of this Agreement, (ii) a termination by you for Good Reason pursuant to Section 4(c) of this Agreement, or (iii) a termination as a result of your death or a termination of your employment by the Company due to your disability pursuant to Section 4(e) of this Agreement, the Company shall pay you the Accrued Compensation as provided in Section 5(e) below. The Company shall have no other obligation to you under this Agreement or otherwise.

Severance Payments and Other Matters Related to Termination. In the event of termination of your employment on or after July 1, 2004, the Company shall have no obligation to you, other than as set forth expressly in this Section 3. (a) Termination In the event of any termination of your employment with the Company, regardless of the reason for such termination, the Company will provide the following Final Payment to you or, in the event of your death, to your named beneficiary or, if none, to your estate: (i) base salary earned but not yet paid, through the date of termination; (ii) pay, at your final base rate of pay, for any vacation time accrued but not used as of the date of termination; and (iii) reimbursement, in accordance with its policies, of any business expenses incurred but not yet reimbursed on the date of termination, provided that such expenses and any required documentation are submitted within sixty (60) days following termination of your employment. (b) In the event of termination of your employment (i) by the Company for Cause or (ii) as a result of your death or disability or (iii) by you prior to obtaining a green card, the Company will have no further obligation to you, other than for the Final Payment. (c) In the event of your termination of your employment pursuant to Section 4(b)2(c) hereof after you have obtained a green card, 4(c)if the Company elects to waive the notice period, or 4(e). Except as provided any portion thereof, the Company will pay you, in Section 5(caddition to the Final Payment, your base salary for any portion of the notice period waived, to a maximum of thirty (30) below, and subject to Section 5(f) and Section 5(g) below,days' pay. (id) in In the event of termination of your employment by the Company other than for Cause pursuant in accordance with Section 2(b) hereof, then, in addition to Section 4(b) of this Agreementthe Final Payment, or in the event of termination of your employment by you for Good Reason pursuant to Section 4(c) of this Agreement, (A) the Company will continue provide you severance pay equal to pay you your twenty-four (24) months of base salary, at the rate in effect on the date of termination, provided that you sign an effective and timely release of claims in the form provided by the Company (the "Employee Release"). All severance payments will be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company for its executives, and will begin at the Company's next regular payroll period following the later of the effective date of the Employee Release or the date the Employee Release, signed by you, is received by the Company. The first severance payment will be retroactive to the day immediately following the date of termination of your employment. Also, subject to your signing an effective and timely Employee Release and subject to any employee contribution applicable to you on the date of termination, the Company shall continue to contribute to the premium cost of your participation in the Company's group health, dental and vision plans for the period of 12 twenty-four (24) months from the date of termination in accordance with or, if less, until you become eligible for coverage under the Company’s payroll policy then in effect; (B) all then unvested stock options held by you at such time health plan of another employer, provided that were granted on or prior to the Amendment Date shall vest as of the date of termination as to that number of shares that would have otherwise vested over the next nine months following such termination as a result of only the passage of time, notwithstanding any contrary provision in any agreement evidencing such stock options; and (C) if you are participating in the Company’s group health eligible for such continued participation under applicable law and plan and/or dental plan at the time your employment terminates pursuant terms. You may be required to Section 4(b) or 4(c) of this Agreement and you exercise your right to continue participation in those plans rights under the federal law known as "COBRA," or other applicable law, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis, in order to be eligible for the full monthly Company's premium cost of that participation for contributions hereunder and coverage under the 12 months following the date on which your employment with the Company terminates orCompany's health, if earlier, until the date you become eligible dental and vision plans may be subject to enroll in the health (and/or, if applicable, dental) plan of a new employer; (ii) in the event of your termination of employment as a result of your death or a termination of your employment by the Company due to your disability at any time pursuant to Section 4(e) of this Agreement, all then unvested stock options held by you at such time that were granted on or prior to the Amendment Date, if any, will vest as of the date of terminationgeographically limited service areas and other limitations, which in the case of death shall be the date of death, and, in the event your employment is terminated by the Company due to your disability, to the extent the Company’s benefits do not include disability insurance benefits that will continue your base salary at 100% of the amount of such base salary for the period of one year from the date of termination, for such period the Company shall pay to you, at the time that your base salary would otherwise have been paid, an amount equal to the amount by which 100% of your base salary exceeds the disability insurance benefits, if any, actually paid applicable to you. (be) Termination other than pursuant Except for any right you may have to continue participation in the Company's group health, dental and vision plans in accordance with Section 4(b)3(d) above or otherwise at your cost under COBRA, 4(c) or 4(e). In benefits shall terminate in accordance with the event terms of any the applicable benefit plans based on the date of termination of your employment, without regard to any continuation of your base salary or other than (i) a termination by payment to you following termination. It is expressly understood and agreed that you will not have any entitlement to receive benefits under any other agreement with the Company other than for Cause pursuant to Section 4(b) or any of this Agreement, (ii) a termination by you for Good Reason pursuant to Section 4(c) of this Agreement, or (iii) a termination its Affiliates as a result of your death or a termination of your employment by employment; nor will you have any entitlement to receive benefits under the Houghton Mifflin Severance Plan or any other plan or arrangement of the Company due or any of its Affiliates providing benefits as a result of termination of employment, regardless of the reason for such termination. (f) Provisions of this Agreement shall survive any termination if so provided in this Agreement or if necessary or desirable to accomplish the purposes of other surviving provisions, including without limitation your disability pursuant to obligations under Section 4(e) 1 of this Agreement, . The obligation of the Company shall pay you the Accrued Compensation as provided in Section 5(e) below. The Company shall have no other obligation to make payments to you or on your behalf under this Agreement or otherwiseSection 3(d) hereof is expressly conditioned upon your continued full performance of obligations under Section 1 hereof.

Severance Payments and Other Matters Related to Termination. (a) Termination pursuant to Section 4(b), 4(c), or 4(e). Except as provided in Section 5(c) below, and subject to Section 5(f) and Section 5(g) below, (i) in the event of termination of your employment by the Company other than for Cause pursuant to Section 4(b) of this Agreement, or in the event of termination of your employment by you for Good Reason pursuant to Section 4(c) of this Agreement, (A) the Company will continue to pay you your base salary, at the rate in effect on the date of termination, for the period of 12 months from the date of termination in accordance with the Company’s payroll policy then in effect; and (B) all then unvested stock options held by you at such time that were granted on or prior to the Amendment Date shall vest as of the date of termination as to that number of shares that would have otherwise vested over the next nine months following such termination as a result of only the passage of time, notwithstanding any contrary provision in any agreement evidencing such stock options; and (C) if you are participating in the Company’s group health plan and/or dental plan at the time your employment terminates pursuant to Section 4(b) or 4(c) of this Agreement and you exercise your right to continue participation in those plans under the federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis, for the full monthly premium cost of that participation for the 12 months following the date on which your employment with the Company terminates or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental) plan of a new employer;; or (ii) in the event of your termination of employment as a result of your death or a termination of your employment is terminated by the Company due to your disability at any time pursuant to Section 4(e) of this Agreement, all then unvested stock options held by you at such time that were granted on or prior to the Amendment Date, if any, will vest as of the date of termination, which in the case of death shall be the date of death, and, in the event your employment is terminated by the Company due to your disability, to the extent the Company’s benefits do not include disability insurance benefits that will continue your base salary at 100% of the amount of such base salary for the period of one year from the date of termination, for such period the Company shall pay to you, at the time that your base salary would otherwise have been paid, an amount equal to the amount by which 100% of your base salary exceeds the disability insurance benefits, if any, actually paid to you. (b) Termination other than pursuant to Section 4(b), 4(c) or 4(e). In the event of any termination of your employment, other than (i) a termination by the Company other than for Cause pursuant to Section 4(b) of this Agreement, (ii) a termination by you for Good Reason pursuant to Section 4(c) of this Agreement, or (iii) a termination as a result of your death or a termination of your employment by the Company due to your disability pursuant to Section 4(e) of this Agreement, the Company shall pay you the Accrued Compensation as provided in Section 5(e) below. The Company shall have no other obligation to you under this Agreement or otherwise.

Severance Payments and Other Matters Related to Termination. (a) Termination pursuant to Section 4(b), 4(c), or 4(e). Except as provided in Section 5(c) below, and subject to Section 5(f) and Section 5(g) below, (i) in the event of termination of your employment by the Company other than for Cause pursuant to Section 4(b) of this Agreement, or in the event of termination of your employment by you for Good Reason pursuant to Section 4(c) of this Agreement, (A) the Company will continue to pay you your base salary, at the rate in effect on the date of termination, for the period of 12 months from the date of termination in accordance with the Company’s payroll policy then in effect; and (B) all then unvested stock options held by you at such time that were granted on or prior to the Amendment Date shall vest as of the date of termination as to that number of shares that would have otherwise vested over the next nine months following such termination as a result of only the passage of time, notwithstanding any contrary provision in any agreement evidencing such stock options; and (C) if you are participating in the Company’s group health plan and/or dental plan at the time your employment terminates pursuant to Section 4(b) or 4(c) of this Agreement and you exercise your right to continue participation in those plans under the federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis, for the full monthly premium cost of that participation for the 12 months following the date on which your employment with the Company terminates or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental) plan of a new employer;; or (ii) in the event of your termination of employment as a result of your death or a termination of your employment is terminated by the Company due to your disability at any time pursuant to Section 4(e) of this Agreement, all then unvested stock options held by you at such time that were granted on or prior to the Amendment Date, if any, will vest as of the date of termination, which in the case of death shall be the date of death, and, in the event your employment is terminated by the Company due to your disability, to the extent the Company’s benefits do not include disability insurance benefits that will continue your base salary at 100% of the amount of such base salary for the period of one year from the date of termination, for such period the Company shall pay to you, at the time that your base salary would otherwise have been paid, an amount equal to the amount by which 100% of your base salary exceeds the disability insurance benefits, if any, actually paid to you. (b) Termination other than pursuant to Section 4(b), 4(c) or 4(e). In the event of any termination of your employment, other than (i) a termination by the Company other than for Cause pursuant to Section 4(b) of this Agreement, (ii) a termination by you for Good Xxxxxx X. Xxxxxx, MD June 29, 2018 Reason pursuant to Section 4(c) of this Agreement, or (iii) a termination as a result of your death or a termination of your employment by the Company due to your disability pursuant to Section 4(e) of this Agreement, the Company shall pay you the Accrued Compensation as provided in Section 5(e) below. The Company shall have no other obligation to you under this Agreement or otherwise.

Severance Payments and Other Matters Related to Termination. (a) Termination pursuant to Section 4(b), 4(c), ) or 4(e). Except as provided in Section 5(c) below, and subject to Section 5(f) and Section 5(g) below, (i) in the event of termination of your employment following the Effective Date by the Company other than for Cause pursuant to Section 4(b4(a) of this Agreement, or in the event of termination of your employment following the Effective Date by you for Good Reason pursuant to Section 4(c) of this Agreement, the Employment Option shall vest as of the date of termination (Anotwithstanding anything to the contrary in Section 2(c) of this Agreement) with respect to an additional one year of vesting and the Company will continue to pay you your base salary, at the rate in effect on the date of termination, for the period of 12 six (6) months from the date of termination; or (ii) in the event of your termination in accordance with of employment as a result of your death or disability at any time pursuant to Section 4(e) of this Agreement, the Company’s payroll policy then in effect; (B) all then unvested stock options held by you at such time that were granted on or prior to the Amendment Date Employment Option shall vest as of the date of termination termination, which in the case of death shall be the date of death (notwithstanding anything to the contrary in Section 2(c) of this Agreement) with respect to an additional one year of vesting, and, to the extent the Company's benefits do not include disability insurance benefits that will continue your base salary at 100% of the amount of such base salary for the period of six months from the date of termination, the Company shall pay such amount at the time that your base salary would be otherwise paid as shall equal the amount by which 100% of your base salary exceeds the disability insurance benefits, if any, actually paid to that number of shares that would have otherwise vested over the next nine months following such termination as a result of only the passage of time, notwithstanding any contrary provision in any agreement evidencing such stock options; and (C) if you. If you are participating in the Company’s 's group health plan and/or dental plan at the time your employment terminates pursuant to Section 4(b(whether such termination is as described in (i) or 4(c(ii) of this Agreement above, and you exercise your right to continue participation in those plans under the federal law known as COBRA, or any successor law (“COBRA”)law, the Company will pay or, at its option, reimburse you, on a monthly basis, for the full monthly premium cost of that participation for the 12 six months following the date on which your employment with the Company terminates or, if earlier, until the date you become eligible to enroll in the health (and/oror, if applicable, dental) plan of a new employer; (ii) in . The Company will also pay you on the event date of your termination any base salary earned but not paid through the date of employment as a result termination and pay for any vacation time accrued but not used to that date. In addition, the Company will pay you any bonus which has been awarded to you, but not yet paid on the date of your death or a termination of your employment employment. Any obligation of the Company to provide you severance payments or other benefits under this Section 5(a) is conditioned on your signing an effective release of claims in the form provided by the Company due (the "Employee Release") following the termination of your employment, which release shall not apply to (i) claims for indemnification in your disability at any time pursuant to Section 4(e) capacity as an officer or director of this Agreementthe Company under the Company's Certificate of Incorporation, all then unvested stock options held by you at such time that were granted on By-laws or prior to the Amendment Dateagreement, if any, providing for director or officer indemnification, (ii) rights to receive insurance payments under any policy maintained by the Company and (iii) rights to receive retirement benefits that are accrued and fully vested at the time of your termination. All severance payments will vest as be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company, and will begin at the Company's next regular payroll period following the effective date of the Employee Release, but shall be retroactive to the date of termination, which . You agree to provide the Company prompt notice of your eligibility to participate in the case of death shall be the date of death, health plan and, in the event your employment is terminated if applicable, dental plan of any employer. You further agree to repay any overpayment of health benefit premiums made by the Company due to your disability, to the extent the Company’s benefits do not include disability insurance benefits that will continue your base salary at 100% of the amount of such base salary for the period of one year from the date of termination, for such period the Company shall pay to you, at the time that your base salary would otherwise have been paid, an amount equal to the amount by which 100% of your base salary exceeds the disability insurance benefits, if any, actually paid to youhereunder. (b) Termination other than pursuant to Section 4(b), 4(c) or 4(e4(c). In the event of any termination of your employment, other than (i) a termination by the Company other than for Cause pursuant to Section 4(b) of this Agreement, (ii) a termination by you for Good Reason pursuant to Section 4(c) of this Agreement, or (iii) a termination as a result of your death or a termination of your employment by the Company due to your disability pursuant to Section 4(e) of this Agreement, the Company shall will pay you any base salary earned but not paid through the Accrued Compensation as provided in Section 5(e) belowdate of termination and pay for any vacation time accrued but not used to that date. In addition, the Company will pay you any bonus which has been awarded to you, but not yet paid on the date of termination of your employment. The Company shall have no other obligation to you under this Agreement. (c) Except for any right you may have under applicable law to continue participation in the Company's group health and dental plans under COBRA, or any successor law, benefits shall terminate in accordance with the terms of the applicable benefit plans based on the date of termination of your employment, without regard to any continuation of base salary or other payment to you following termination. (e) Provisions of this Agreement shall survive any termination if so provided in this Agreement or otherwiseif necessary or desirable to accomplish the purposes of other surviving provisions, including without limitation your obligations under Section 3 of this Agreement and under the Confidentiality, Non-Competition and Proprietary Information Agreement. The obligation of the Company to make payments to you or on your behalf under Section 5 of this Agreement is expressly conditioned upon your continued full performance of your obligations under Section 3 hereof, under the Confidentiality, Non-Competition and Proprietary Information Agreement to be executed herewith, and under any subsequent agreement between you and the Company or any of its Affiliates relating to confidentiality, non-competition, proprietary information or the like.

Severance Payments and Other Matters Related to Termination. (a) Termination pursuant to Section 4(b), 4(c), or 4(e). Except as provided in Section 5(c) below, and subject to Section 5(f) and Section 5(g) below, (i) in the event of termination of your employment by the Company other than for Cause pursuant to Section 4(b) of this Agreement, or in the event of termination of your employment by you for Good Reason pursuant to Section 4(c) of this Agreement, (A) the Company will continue to pay you your base salary, at the rate in effect on the date of termination, for the period of 12 months from the date of termination in accordance with the Company’s payroll policy then in effect; and (B) all then unvested stock options held by you at such time that were granted on or prior to the Amendment Date shall vest as of the date of termination as to that number of shares that would have otherwise vested over the next nine months following such termination as a result of only the passage of time, notwithstanding any contrary provision in any agreement evidencing such stock options; and (C) if you are participating in the Company’s group health plan and/or dental plan at the time your employment terminates pursuant to Section 4(b) or 4(c) of this Agreement and you exercise your right to continue participation in those plans under the federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis, for the full monthly premium cost of that participation for the 12 months following the date on which your employment with the Company terminates or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental) plan of a new employer;; or (ii) in the event of your termination of employment as a result of your death or a termination of your employment is terminated by the Company due to your disability at any time pursuant to Section 4(e) of this Agreement, all then unvested stock options held by you at such time that were granted on or prior to the Amendment Date, if any, will vest as of the date of termination, which in the case of death shall be the date of death, and, in the event your employment is terminated by the Company due to your disability, to the extent the Company’s benefits do not include disability insurance benefits that will continue your base salary at 100% of the amount of such base salary for the period of one year from the date of termination, for such period the Company shall pay to you, at the time that your base salary would otherwise have been paid, an amount equal to the amount by which 100% of your base salary exceeds the disability insurance benefits, if any, actually paid to you. . Xxx X. Xxxxxxxxx, M.D., M.P.H. December 10, 2019 (b) Termination other than pursuant to Section 4(b), 4(c) or 4(e). In the event of any termination of your employment, other than (i) a termination by the Company other than for Cause pursuant to Section 4(b) of this Agreement, (ii) a termination by you for Good Reason pursuant to Section 4(c) of this Agreement, or (iii) a termination as a result of your death or a termination of your employment by the Company due to your disability pursuant to Section 4(e) of this Agreement, the Company shall pay you the Accrued Compensation as provided in Section 5(e) below. The Company shall have no other obligation to you under this Agreement or otherwise.

Severance Payments and Other Matters Related to Termination. (a) Termination pursuant to Section 4(b), 4(c), or 4(e4(f). Except as provided in Section 5(c) below, and subject to Section 5(f) and Section 5(g) below, (i) in the event of termination of your employment during the two-year period following the Effective Date by the Company other than for Cause pursuant to Section 4(b) of this Agreement, or in the event of termination of your employment during the two-year period following the Effective Date by you for Good Reason pursuant to Section 4(c) of this Agreement, fifty percent (A50%) of any unvested Restricted Shares shall vest as of the date of termination (notwithstanding anything to the contrary in Section 2(d) of this Agreement) and the Company will continue to pay you your base salary, at the rate in effect on the date of termination, for the period of 12 six (6) months from the date of termination; or (ii) in the event of termination of your employment after the two-year period following the Effective Date (or the filing by the Company of a Registration Statement on Form S-1, if earlier) by the Company other than for Cause pursuant to Section 4(b) of this Agreement, or in accordance with the Company’s payroll policy then in effect; event of termination of your employment after the two-year period following the Effective Date (Bor the filing by the Company of a Registration Statement on Form S-1, if earlier) all then unvested stock options held by you at such time that were granted on or prior for Good Reason pursuant to the Amendment Date Section 4(c) of this Agreement, one hundred percent (100%) of any unvested Restricted Shares shall vest as of the date of termination as (notwithstanding anything to that number the contrary in Section 2(d) of shares that would have otherwise vested over this Agreement) and the next nine months following such termination as a result of only the passage of timeCompany will continue to pay you your base salary, notwithstanding any contrary provision in any agreement evidencing such stock options; and (C) if you are participating in the Company’s group health plan and/or dental plan at the time your employment terminates rate in effect on the date of termination, for the period of one (1) year from the date of termination in lieu of any payment pursuant to Section 4(b) or 4(c) of this Agreement and you exercise your right to continue participation in those plans under the federal law known as COBRA, or any successor law (“COBRA”5(a)(i), the Company will pay or, at its option, reimburse you, on a monthly basis, for the full monthly premium cost of that participation for the 12 months following the date on which your employment with the Company terminates or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental) plan of a new employer; (iiiii) in the event of your termination of employment as a result of your death or a termination of your employment by the Company due to your disability at any time pursuant to Section 4(etime, fifty percent (50%) of this Agreement, all the then unvested stock options held by you at such time that were granted on or prior to the Amendment Date, if any, Restricted Shares will vest as of the date of termination, which in the case of death shall be the date of deathdeath (notwithstanding anything to the contrary in Section 2(d) of this Agreement), and, in the event your employment is terminated by the Company due to your disability, and to the extent the Company’s 's benefits do not include disability insurance benefits that will continue your base salary at 100% of the amount of such base salary for the period of one year from the date of termination, for such period the Company shall pay to you, such amount at the time that your base salary would be otherwise have been paid, an amount paid as shall equal to the amount by which 100% of your base salary exceeds the disability insurance benefits, if any, actually paid to you; or (iv) in the event of your resignation as a result of your "venture partner" status pursuant to Section 4(f) of this Agreement, the Company will continue to pay you your base salary, at the rate in effect on the date of termination, for the period of three (3) months from the date of termination. If you are participating in the Company's group health plan and/or dental plan at the time your employment terminates and exercise your right to continue participation in those plans under the federal law known as COBRA, or any successor law, the Company will pay or, at its option, reimburse you, for the full premium cost of that participation for twelve (12) months following the date on which your employment with the Company terminates or, if earlier, until the date you become eligible to enroll in the health (or, if applicable, dental) plan of a new employer. The Company will also pay you on the date of termination any base salary earned but not paid through the date of termination and pay for any vacation time accrued but not used to that date. In addition, the Company will pay you any bonus which has been awarded to you, but not yet paid on the date of termination of your employment. Any obligation of the Company to provide you severance payments or other benefits under this Section 5(a) is conditioned on your signing an effective release of claims in the form provided by the Company (the "Employee Release") following the termination of your employment, which release shall not apply to (i) claims for indemnification in your capacity as an officer or director of the Company under the Company's Certificate of Incorporation, By-laws or agreement, if any, providing for director or officer indemnification, (ii) rights to receive insurance payments under any policy maintained by the Company and (ii) rights to receive retirement benefits that are accrued and fully vested at the time of your termination. All severance payments will be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company, and will begin at the Company's next regular payroll period following the effective date of the Employee Release, but shall be retroactive to the date of termination. You agree to provide the Company prompt notice of your eligibility to participate in the health plan and, if applicable, dental plan of any employer. You further agree to repay any overpayment of health benefit premiums made by the Company hereunder. (b) Termination other than pursuant to Section 4(b), 4(c) or 4(e4(f). In the event of any termination of your employment, other than (i) a termination by the Company other than for Cause pursuant to Section 4(b) of this Agreement, (ii) a termination by you for Good Reason pursuant to Section 4(c) of this Agreement, or (iii) a termination as a result of your death or a termination of your employment by the Company due to your disability pursuant to Section 4(e4(d) or a termination due to "venture partner" status pursuant to Section 4(f) of this Agreement, the Company shall have the right to repurchase any unvested Restricted Shares for $.001 per share, and the Company will pay you any base salary earned but not paid through the Accrued Compensation as provided in Section 5(e) belowdate of termination and pay for any vacation time accrued but not used to that date. The Company shall have no other obligation to you under this Agreement or otherwiseAgreement.

Severance Payments and Other Matters Related to Termination. (a) Termination pursuant to Section 4(b), 4(c), or 4(e). Except as provided in Section 5(c) below, and subject to Section 5(f) and Section 5(g) below, (i) in the event of termination of your employment by the Company other than for Cause pursuant to Section 4(b) of this Agreement, or in the event of termination of your employment by you for Good Reason pursuant to Section 4(c) of this Agreement, (A) the Company will continue to pay you your base salary, at the rate in effect on the date of termination, for the period of 12 months from the date of termination in accordance with the Company’s payroll policy then in effect; and (B) all then unvested stock options held by you at such time that were granted on or prior to the Amendment Date shall vest as of the date of termination as to that number of shares that would have otherwise vested over the next nine months following such termination as a result of only the passage of time, notwithstanding any contrary provision in any agreement evidencing such stock options; and (C) if you are participating in the Company’s group health plan and/or dental plan at the time your employment terminates pursuant to Section 4(b) or 4(c) of this Agreement and you exercise your right to continue participation in those plans under the federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis, for the full monthly premium cost of that participation for the 12 months following the date on which your employment with the Company terminates or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental) plan of a new employer;; or (ii) in the event of your termination of employment as a result of your death or a termination of your employment is terminated by the Company due to your disability at any time pursuant to Section 4(e) of this Agreement, all then unvested stock options held by you at such time that were granted on or prior to the Amendment Date, if any, will vest as of the date of termination, which in the case of death shall be the date of death, and, in the event your employment is terminated by the Company due to your disability, to the extent the Company’s benefits do not include disability insurance benefits that will continue your base salary at 100% of the amount of such base salary for the period of one year from the date of termination, for such period the Company shall pay to you, at the time that your base salary would otherwise have been paid, an amount equal to the amount by which 100% of your base salary exceeds the disability insurance benefits, if any, actually paid to you. (b) Termination other than pursuant to Section 4(b), 4(c) or 4(e). In the event of any termination of your employment, other than (i) a termination by the Company other than for Cause pursuant to Section 4(b) of this Agreement, (ii) a termination by you for Good Xxxx X. Xxxxxx, Esq. June 5, 2019 Reason pursuant to Section 4(c) of this Agreement, or (iii) a termination as a result of your death or a termination of your employment by the Company due to your disability pursuant to Section 4(e) of this Agreement, the Company shall pay you the Accrued Compensation as provided in Section 5(e) below. The Company shall have no other obligation to you under this Agreement or otherwise.

Severance Payments and Other Matters Related to Termination. (a) Termination pursuant to Section 4(b), 4(c), or 4(e). Except as provided in Section 5(c) below, and subject to Section 5(f) and Section 5(g) below, (i) in the event of termination of your employment by the Company other than for Cause pursuant to Section 4(b) of this Agreement, or in the event of termination of your employment by you for Good Reason pursuant to Section 4(c) of this Agreement, (A) the Company will continue to pay you your base salary, at the rate in effect on the date of termination, for the period of 12 months from the date of termination in accordance with the Company’s payroll policy then in effect; and (B) all then unvested stock options held by you at such time that were granted on or prior to the Amendment Date shall vest as of the date of termination as to that number of shares that would have otherwise vested over the next nine months following such termination as a result of only the passage of time, notwithstanding any contrary provision in any agreement evidencing such stock options; and (C) if you are participating in the Company’s group health plan and/or dental plan at the time your employment terminates pursuant to Section 4(b) or 4(c) of this Agreement and you exercise your right to continue participation in those plans under the federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis, for the full monthly premium cost of that participation for the 12 months following the date on which your employment with the Company terminates or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental) plan of a new employer;; or (ii) in the event of your termination of employment as a result of your death or a termination of your employment is terminated by the Company due to your disability at any time pursuant to Section 4(e) of this Agreement, all then unvested stock options held by you at such time that were granted on or prior to the Amendment Date, if any, will vest as of the date of termination, which in the case of death shall be the date of death, and, in the event your employment is terminated by the Company due to your disability, to the extent the Company’s benefits do not include disability insurance benefits that will continue your base salary at 100% of the amount of such base salary for the period of one year from the date of termination, for such period the Company shall pay to you, at the time that your base salary would otherwise have been paid, an amount equal to the amount by which 100% of your base salary exceeds the disability insurance benefits, if any, actually paid to you. (b) Termination other than pursuant to Section 4(b), 4(c) or 4(e). In the event of any termination of your employment, other than (i) a termination by the Company other than for Cause pursuant to Section 4(b) of this Agreement, (ii) a termination by you for Good Xxxxx Xxxxx February 12, 2018 Reason pursuant to Section 4(c) of this Agreement, or (iii) a termination as a result of your death or a termination of your employment by the Company due to your disability pursuant to Section 4(e) of this Agreement, the Company shall pay you the Accrued Compensation as provided in Section 5(e) below. The Company shall have no other obligation to you under this Agreement or otherwise.

Severance Payments and Other Matters Related to Termination. (a) Termination pursuant to Section 4(b), ) or 4(c), or 4(e). Except as provided in Section 5(c) below, and subject to Section 5(f) and Section 5(g) below, (i) , in the event of termination of your employment by the Company other than for Cause pursuant to Section 4(b) of this Agreement, or in the event of termination of your employment by you for Good Reason pursuant to Section 4(c) of this Agreement, (A) the Company will continue to pay you your base salary, at the rate in effect on the date of termination, for the period of 12 18 months from the date of termination in accordance with the Company’s payroll policy then in effect; (B) all then unvested stock options held by you at if such time that were granted termination occurs on or prior before the 12-month anniversary of the Start Date, the Company will pay you an amount equal to Target Bonus for the Amendment Date shall vest as year in which such termination occurs multiplied by 1.5, which amount will be paid in installments during the period of 18 months from the date of termination as to that number of shares that would have otherwise vested over in accordance with the next nine months following such termination as a result of only the passage of time, notwithstanding any contrary provision Company’s payroll policy then in any agreement evidencing such stock optionseffect; and (C) if you and your dependent(s) are participating in the Company’s group health plan, dental plan and/or dental vision plan (collectively, the “health plan”) at the time your employment terminates pursuant to Section 4(b) or 4(c) of this Agreement and you exercise your right to continue participation in those plans under the federal law known as COBRA, or any successor law (“COBRA”), the Company will pay or, at its option, reimburse you, on a monthly basis, for an amount that equals (on an after-tax basis) the full monthly premium cost of that participation for the 12 18 months following the date on which your employment with the Company terminates or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental) plan of a new employer; employer that provides reasonably comparable coverage (ii) in the event of your termination of employment as a result of your death or a termination of your employment by the Company due to your disability at any time pursuant to Section 4(e) of this Agreement“Health Continuation Benefits”); provided, all then unvested stock options held by you at such time that were granted on or prior to the Amendment Date, if any, will vest as of the date of termination, which in the case of death shall be the date of death, andhowever, in the event your employment is terminated by the Company due to your disability, to the extent that the Company’s benefits do not include disability insurance benefits that will continue your base salary at 100% payment of the amount of such base salary for the period of one year from the date of termination, for such period Health Continuation Benefits would subject the Company shall pay to youany tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, at the time “ACA”), or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A, to restructure such benefit for compliance in a manner that your base salary would otherwise have been paid, an amount equal to the amount by which 100% of your base salary exceeds the disability insurance benefits, if any, actually paid to youensures you receive a substantially similar economic benefit. (b) Termination other than pursuant to Section 4(b), 4(c) or 4(e4(c). In the event of any termination of your employment, other than (i) a termination by the Company other than for Cause pursuant to Section 4(b) of this Agreement, Agreement or (ii) a termination by you for Good Reason pursuant to Section 4(c) of this Agreement, or (iii) a termination as a result of your death or a termination of your employment by the Company due to your disability pursuant to Section 4(e) of this Agreement, the Company shall pay you the Accrued Compensation as provided in Section 5(e) below. The Company shall have no other obligation to you under this Agreement or otherwise.