Common use of Severance Payments; Salary and Benefits Clause in Contracts

Severance Payments; Salary and Benefits. (a) The Company agrees to provide Executive with the severance payments and benefits described in Section 2(b) below, payable at the times set forth in, and subject to the terms and conditions of, such Section. In addition, upon termination of Executive’s employment for any reason, to the extent not already paid, the Company shall pay or provide to Executive (i) Executive’s earned but unpaid annual base salary and unused vacation days accrued through the Separation Date; (ii) any unpaid business expenses incurred by Executive prior to the Separation Date that are reimbursable under the Company’s expense reimbursement policy; and (iii) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit plans, programs or arrangements of the Company, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements. (b) If Executive remains continuously employed by the Company through the Resignation Date or if the Company terminates Executive’s employment on or prior to the Resignation Date for reasons other than Cause or material breach of this Agreement, then subject to Executive’s continued compliance with the Restrictive Covenants (as defined below) and Executive’s execution and delivery to the Company of the release of claims attached hereto as Addendum 1 (the “Bring-Down Release”) within 21 days following the Separation Date (and the Bring-Down Release becoming effective and irrevocable), Executive will be entitled to the following payments and benefits: (i) a severance payment equal to the sum of (x) eighteen (18) months of Executive’s then-current annual base salary plus (y) 150% of Executive’s then-current Target Bonus of 50% of annual base salary, payable in accordance with the Company’s normal payroll practices over the eighteen (18) month period following the Separation Date (the “Severance Period”), provided that payment of such amounts will commence on the Company’s next regular payday (the “First Payment Date”) following the effective date of the Bring-Down Release (with the first payment including all amounts that would otherwise have been earlier paid); (ii) if Executive elects to receive continued medical, dental and/or vision coverage under one or more of the Company’s group healthcare plans pursuant to COBRA, the Company shall directly pay (or reimburse Executive for) the COBRA premiums for Executive and Executive’s covered dependents under such plans during the period commencing on the Separation Date and ending upon the earliest of (X) the last day of the Severance Period, (Y) the date that Executive and/or Executive’s covered dependents become no longer eligible for COBRA or (Z) the date Executive becomes eligible to receive medical, dental or vision coverage, as applicable, from a subsequent employer (and Executive agrees to promptly notify the Company of such eligibility). Notwithstanding the foregoing, if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or incurring an excise tax, the Company may alter the manner in which medical, dental or vision coverage is provided to Executive after the Separation Date so long as such alteration does not increase the after-tax cost to Executive of such benefits; (iii) with respect to those stock options granted to Executive prior to June 14, 2016, the right to exercise such stock options held by Executive as of the Separation Date shall be extended until the date that is two years following the Separation Date, provided that no option will remain outstanding past the original expiration date of such option and each option will in all events remain subject to earlier termination in connection with a corporate transaction or event in accordance with the terms of such stock option; and (iv) a lump sum payment in the amount of $62,120, payable on the First Payment Date. (c) Executive acknowledges and agrees that the severance payments and benefits set forth in Section 2(b) are being provided in satisfaction of the severance payments set forth in the Offer Letter. Except as otherwise expressly required by law (e.g., COBRA) or as specifically provided herein, all of Executive’s rights to salary, benefits, bonuses and other amounts (if any) accruing after the resignation of Executive’s employment shall cease on the Separation Date. For the avoidance of doubt, Executive shall not be entitled to receive any severance, separation, notice or similar payments of any kind under the Offer Letter or otherwise in connection with Executive’s resignation of employment except as provided herein.

Severance Payments; Salary and Benefits. (a) The Notwithstanding that Executive resigned his Employment with the Company effective as of January 4, 2023, the Company agrees to provide Executive with the severance payments and benefits described in Section 2(b4(b) belowor Section 4(d), as applicable, of the Employment Agreement, payable at the times set forth in, and subject to the terms and conditions of, such Sectionthe Employment Agreement, as if Executive was terminated without cause pursuant to Section 4(b) or Section 4(d), as applicable, of the Employment Agreement. In addition, upon termination of Executive’s employment for any reason, to the extent not already paidSpecifically, the Company shall will pay or provide to Executive (i) Executive’s earned but unpaid annual base salary and unused vacation days accrued through the Separation Date; (ii) any unpaid business expenses incurred by Executive prior to the Separation Date that are reimbursable under the Company’s expense reimbursement policy; and (iii) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit plans, programs or arrangements a cash payment of the Company$385,000, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements. represents twelve (b) If Executive remains continuously employed by the Company through the Resignation Date or if the Company terminates Executive’s employment on or prior to the Resignation Date for reasons other than Cause or material breach of this Agreement, then subject to Executive’s continued compliance with the Restrictive Covenants (as defined below) and Executive’s execution and delivery to the Company of the release of claims attached hereto as Addendum 1 (the “Bring-Down Release”) within 21 days following the Separation Date (and the Bring-Down Release becoming effective and irrevocable), Executive will be entitled to the following payments and benefits: (i) a severance payment equal to the sum of (x) eighteen (1812) months of Executive’s then-current annual base salary plus (y) 150% of Executive’s then-current Target Bonus of 50% of annual base salaryAnnual Base Salary, payable in regular installments over the twelve (12) month period following the Separation from Service (as defined in the Employment Agreement) in accordance with the Company’s normal payroll practices over practices, commencing on the eighteen (18) month first payroll period occurring on or after the 28th day following the Separation Date (the “Severance Period”)from Service, provided that payment of such amounts will commence on the Company’s next regular payday (the “First Payment Date”) following the effective date of the Bring-Down Release (with the first payment including all amounts that would otherwise have been earlier paid); (ii) as well as, if Executive elects to receive continued medical, dental and/or vision coverage under one or more of the Company’s group healthcare plans pursuant to COBRA, the Company shall directly pay (direct payment or reimburse Executive for) reimbursement for the COBRA premiums for Executive and Executive’s covered dependents under such plans during for the period commencing on the Executive’s Separation Date from Service and ending upon the earliest of (X) the last day of the Severance Period, (Y) the date that Executive and/or Executive’s covered dependents become no longer eligible for COBRA or (Z) the date Executive becomes eligible to receive medical, dental or vision coverage, as applicable, healthcare coverage from a subsequent employer (and Executive agrees to promptly notify the Company of such eligibility). Notwithstanding the foregoing, if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or incurring an excise tax, the Company may alter the manner in which medical, dental or vision coverage is provided to Executive after the Separation Date so long all as such alteration does not increase the after-tax cost to Executive of such benefits; (iii) with respect to those stock options granted to Executive prior to June 14, 2016, the right to exercise such stock options held by Executive as of the Separation Date shall be extended until the date that is two years following the Separation Date, provided that no option will remain outstanding past the original expiration date of such option and each option will in all events remain subject to earlier termination in connection with a corporate transaction or event in accordance with the terms of such stock option; and (iv) a lump sum payment in the amount of $62,120, payable on the First Payment Date. (c) Executive acknowledges and agrees that the severance payments and benefits set forth in Section 2(b) are being provided in satisfaction of the severance payments more fully set forth in the Offer Letter. Except as otherwise expressly required by law (e.g., COBRA) or as specifically provided herein, Employment Agreement and subject to all terms and conditions of Executive’s rights to salary, benefits, bonuses and other amounts (if any) accruing after the resignation of Executive’s employment shall cease on the Separation DateEmployment Agreement. For the avoidance of doubt, Executive shall not be entitled to receive any severance, separation, notice or similar payments of any kind under the Offer Letter or otherwise in connection with Executive’s resignation equity awards that were scheduled to vest on January 1, 2023 vested upon such date, subject to the condition in the Award Agreement(s) with respect to such equity awards which provides that, in no event shall any RSUs become vested until the earlier to occur of employment except (a) the listing of the Company’s common stock on either the NASDAQ or the New York Stock Exchange and (b) a Change in Control (as provided hereindefined in the Plan). In addition, to the extent not already paid, and subject to the terms and conditions of the Employment Agreement, the Company shall pay or provide to Executive all other payments or benefits described in Section 3(c) of the Employment Agreement, subject to and in accordance with the terms thereof.

Severance Payments; Salary and Benefits. (a) The Company agrees to provide Executive with the severance payments and benefits described in Section 2(b) below, payable at the times set forth in, and subject to the terms and conditions of, such Section. In addition, upon termination of Executive’s employment for any reason, to the extent not already paid, and subject to the terms and conditions of the Employment Agreement, the Company shall pay or provide to Executive (i) Executive’s earned but unpaid annual base salary and unused vacation days accrued through the Separation Date; (ii) any unpaid business expenses incurred by Executive prior to the Separation Date that are reimbursable under the Company’s expense reimbursement policy; and (iii) any amount accrued and arising from Executive’s participation in, all other payments or benefits accrued under any employee benefit plans, programs or arrangements described in Section 3(c) of the CompanyEmployment Agreement, which amounts shall be payable subject to and in accordance with the terms and conditions of such employee benefit plans, programs or arrangementsthereof. (b) If Executive remains continuously employed by the Company through the Resignation Date March 31, 2019 or if the Company terminates Executive’s employment on or prior to the Resignation Date March 31, 2019 for reasons other than Cause or Executive’s death, Disability or material breach of this Agreement, then subject to Executive’s continued compliance with the Restrictive Covenants (as defined below) Covenant Agreement and Executive’s execution and delivery to the Company of the release of claims attached hereto as Addendum 1 (the “Bring-Down Release”) within 21 30 days following the Separation Date (and the Bring-Down Release becoming effective and irrevocable), Executive will be entitled to the following payments and benefits: (i) a severance continued payment equal to the sum of (x) eighteen (18) months of Executive’s then-current annual base salary plus Annual Base Salary during the period commencing the day after the Separation Date and ending December 31, 2019 (ythe “Severance Period”) 150% of Executive’s then-current Target Bonus of 50% of annual base salary, payable in accordance with the Company’s normal payroll practices over the eighteen (18) month period following the Separation Date (the “Severance Period”)practices, provided that payment of such amounts will commence on the Company’s next regular payday (the date of such payday, the “First Payment Date”) following the effective date of the Bring-Down Release (with the first payment including all amounts that would otherwise have been earlier paid); (ii) $97,500 payable in the form of a lump sum payment on the First Payment Date; (iii) if Executive elects to receive continued medical, dental and/or vision coverage under one or more of the Company’s group healthcare plans pursuant to COBRA, the Company shall directly pay (or reimburse Executive for) the COBRA premiums for Executive and Executive’s covered dependents under such plans during the period commencing on the Separation Date and ending upon the earliest of (X) the last day of the Severance Period, (Y) the date that Executive and/or Executive’s covered dependents become no longer eligible for COBRA or (Z) the date Executive becomes eligible to receive medical, dental or vision coverage, as applicable, from a subsequent employer (and Executive agrees to promptly notify the Company of such eligibility). Notwithstanding the foregoing, if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or incurring an excise tax, the Company may alter the manner in which medical, dental or vision coverage is provided to Executive after the Separation Date so long as such alteration does not increase the after-tax cost to Executive of such benefits;; and (iiiiv) with respect to those immediate vesting of any outstanding unvested stock options granted to held by Executive prior to June 14, 2016, as of the Separation Date that would have vested based solely on Executive’s continued service if Executive had continued providing services over the Severance Period and the right to exercise such any vested stock options (after giving effect to the foregoing accelerated vesting) held by Executive as of the Separation Date shall be extended until the date that is two years following the Separation DateMarch 31, provided that no option will remain outstanding past the original expiration date of such option and each option will 2020, subject in all events remain subject to earlier termination in connection with a corporate transaction or event in accordance with the terms of such stock option; and (iv) a lump sum payment in the amount of $62,120, payable on the First Payment Dateoptions. (c) Executive acknowledges and agrees that the severance payments and benefits set forth in Section 2(b) are being provided in satisfaction of the severance payments set forth in the Offer Letter. Except as otherwise expressly required by law (e.g., COBRA) or as specifically provided herein, all of Executive’s rights to salary, benefits, bonuses and other amounts (if any) accruing after the resignation of Executive’s employment shall cease on the Separation Date. For the avoidance of doubt, Executive shall not be entitled to receive any severance, separation, notice or similar payments of any kind under the Offer Letter or otherwise in connection with Executive’s resignation of employment except as provided herein.

Severance Payments; Salary and Benefits. (a) The Company agrees Notwithstanding anything to provide Executive with the severance payments and benefits described contrary set forth in the Employment Agreement, in lieu of the amounts set forth in Section 2(b4(b) belowof the Employment Agreement which is hereby superseded in all respects by this Section 1, payable at subject to Employee signing on or before the times set forth intwenty-first (21st) day following the Date of Termination, and subject to the terms and conditions ofnot subsequently revoking, such Section. In addition, upon termination of Executive’s employment for any reason, to the extent not already paid, the Company shall pay or provide to Executive (i) Executive’s earned but unpaid annual base salary and unused vacation days accrued through the Separation Date; (ii) any unpaid business expenses incurred by Executive prior to the Separation Date that are reimbursable under the Company’s expense reimbursement policy; and (iii) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit plans, programs or arrangements of the Company, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements. (b) If Executive remains continuously employed by the Company through the Resignation Date or if the Company terminates Executive’s employment on or prior to the Resignation Date for reasons other than Cause or material breach of this Agreement, then subject to Executiveand Employee’s continued compliance with the Restrictive Covenants (as defined below) Sections 5 and Executive’s execution and delivery to the Company 6 of the release Employment Agreement, Employee shall receive the following: (a) An amount in cash equal to One Hundred Thirty-Seven Thousand Five Hundred Dollars ($137,500), payable in the form of claims attached hereto as Addendum 1 salary continuation in regular installments over the six- (6-) month period following the Date of Termination (the “Bring-Down ReleaseSeverance Period”) within 21 days following the Separation Date (and the Bring-Down Release becoming effective and irrevocable), Executive will be entitled to the following payments and benefits: (i) a severance payment equal to the sum of (x) eighteen (18) months of Executive’s then-current annual base salary plus (y) 150% of Executive’s then-current Target Bonus of 50% of annual base salary, payable in accordance with the Company’s normal payroll practices over the eighteen (18) month period following the Separation Date (the “Severance Period”), provided that payment of such amounts will commence on the Company’s next regular payday (the “First Payment Date”) following the effective date of the Bring-Down Release (with the first payment including all amounts that would otherwise have been earlier paid);practices; and (iib) if Executive If Employee elects to receive continued medical, dental and/or or vision coverage under one or more of the Company’s group healthcare plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall directly pay (pay, or reimburse Executive Employee for) , the COBRA premiums for Executive and Executive’s covered dependents Employee under such plans during the period commencing on the Separation Date of Termination and ending upon the earliest of (X1) the last day of the Severance Period, (Y2) the date that Executive and/or Executive’s covered dependents become Employee becomes no longer eligible for COBRA COBRA, or (Z3) the date Executive Employee becomes eligible to receive medical, dental or vision coverage, as applicable, healthcare coverage from a subsequent employer (and Executive agrees to promptly notify the Company of such eligibility)employer. Notwithstanding the foregoing, if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or incurring an excise tax), the Company may alter shall in lieu thereof provide to Employee a gross monthly payment in an amount to cover the manner full monthly COBRA premium that Employee would be required to pay to continue Employee’s group health coverage in effect on the Date of Termination (which amount shall be based on the premium for the first month of COBRA coverage), less the amount the Employee would have had to pay to receive group health coverage for the Employee based on the cost sharing levels in effect on the Date of Termination, which payments shall be made regardless of whether Employee elects COBRA continuation coverage and shall commence in the month following the month in which medical, dental or vision coverage is provided to Executive after the Separation Date so long as such alteration does not increase of Termination occurs and shall end on the after-tax cost to Executive earlier of such benefits; (iii1) with respect to those stock options granted to Executive prior to June 14, 2016, the right to exercise such stock options held by Executive as last day of the Separation Date shall be extended until Severance Period, (2) the date that is two years following Employee becomes no longer eligible for COBRA or (3) the Separation Datedate Employee becomes eligible to receive healthcare coverage from a subsequent employer. In addition, provided that no option will remain outstanding past to the original expiration date of such option extent not already paid, and each option will in all events remain subject to earlier termination the terms and conditions of the Employment Agreement, the Company shall pay or provide to the Employee all other payments or benefits described in connection with a corporate transaction or event Section 3(c) of the Employment Agreement, subject to and in accordance with the terms of such stock option; and (iv) a lump sum payment in the amount of $62,120, payable on the First Payment Datethereof. (c) Executive acknowledges and agrees that the severance payments and benefits set forth in Section 2(b) are being provided in satisfaction of the severance payments set forth in the Offer Letter. Except as otherwise expressly required by law (e.g., COBRA) or as specifically provided herein, all of Executive’s rights to salary, benefits, bonuses and other amounts (if any) accruing after the resignation of Executive’s employment shall cease on the Separation Date. For the avoidance of doubt, Executive shall not be entitled to receive any severance, separation, notice or similar payments of any kind under the Offer Letter or otherwise in connection with Executive’s resignation of employment except as provided herein.