Common use of Severance Upon Involuntary Termination Clause in Contracts

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary Termination, and subject to the limitations set forth in Section 6, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will be entitled to receive severance benefits as follows: (i) the Company shall pay to Employee in one lump sum an amount equal to (A) twelve (12) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination; plus (B) any accrued but unpaid bonus for the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employee’s Target Bonus for the year in which the date of Employee’s Involuntary Termination occurs; (ii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; and (iii) reimbursement for the cost of continuation of health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B) the date Employee becomes eligible for coverage under health and/or dental plans of another employer, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”). If any of the Company’s health benefits are self-funded as of the date of Employee’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject to Section 6(c), the amounts payable pursuant to clause (i) above shall be payable in a lump sum within five (5) days following the date Employee's Release becomes effective and irrevocable.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary Termination, Subject to Sections 5(e) and subject to the limitations set forth in 10(p) and Executive’s continued compliance with Section 6, then in addition to any accrued but unpaid Annual Salaryif Executive’s employment is Involuntarily Terminated, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below, which, with respect to clause (ii) and the last sentence of clause (iii) (if applicable) will be payable in a lump sum within ten (10) days following the effective date of Executive’s Release (as follows: hereinafter defined): (i) the Company shall pay to Employee in one lump sum an amount equal to (A) twelve (12) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination; plus (B) any accrued Executive his fully earned but unpaid bonus for the calendar year preceding Employee’s terminationbase salary, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employee’s Target Bonus for the year in which when due, through the date of EmployeeExecutive’s Involuntary Termination occurs; (ii) full acceleration of the vesting of all equity awards held by Employee at the time rate then in effect (without regard to any reduction in salary that gave rise to an event of the Involuntary TerminationGood Reason), including plus all other benefits, if any, under any optionsCompany group retirement plan, restricted stocknonqualified deferred compensation plan, restricted stock units equity award plan or agreement, health benefits plan or other awards; and (iii) reimbursement for the cost of continuation of health insurance benefits provided Company group benefit plan to Employee immediately prior to the Involuntary Termination which Executive may be entitled pursuant to the terms of such plans or agreements at the Consolidated Omnibus Budget Reconciliation Act time of 1985, as amended (“COBRA”) or other applicable law through the earliest to occur of (A) twelve (12) months following the Executive’s Involuntary Termination, ; (Bii) Executive shall be entitled to receive severance pay in an amount equal to the base salary payable to Executive under Section 3(a) of this Agreement from the date Employee becomes eligible for coverage under health and/or dental plans of another employer, or (C) Executive’s Involuntary Termination until the date upon which Employee is no longer eligible for one year anniversary of such COBRA or other benefits under applicable law Involuntary Termination (the “COBRA Coverage Severance Period”); (iii) During the Severance Period (or, if earlier, until the date on which the applicable continuation period under COBRA expires), the Company shall arrange to provide Executive and his eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Involuntary Termination with health (including medical, dental and vision) insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the date of such Involuntary Termination. If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, (as amended (the “Code”defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements continued health insurance benefits as set forth in clause (iii) above, the Company shall instead pay to Employee Executive an amount equal to (A) the foregoing number of months from the date of Executive’s Involuntary Termination until the end of the Employment Term, as appropriate multiplied by (B) the monthly amount premium Executive would be required to pay for continuation coverage pursuant to COBRA for Executive and his eligible dependents who were covered under the Company’s health plans as of the date of Executive’s Involuntary Termination (calculated by reference to the premium as of the date of Involuntary Termination); and (iv) That portion of the Stock Awards that would have vested over the Severance Period shall be automatically accelerated so as to be immediately vested as of the date of Involuntary Termination and any vested options or similar award (e.g., a taxable monthly payment for stock appreciation right) may be exercised at any time during the COBRA Coverage Severance Period (subject to earlier termination (A) in connection with a recapitalization or any remaining portion thereof). Subject similar transaction pursuant to Section 6(cthe Company’s equity incentive plans governing such Stock Awards or (B) the contractual term of the Stock Award), the amounts payable pursuant to clause (i) above shall be payable in a lump sum within five (5) days following or if longer, through the date Employee's Release becomes effective and irrevocablesuch vested options or similar award are exercisable under the terms of the applicable Stock Award.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(d) and 10(o) and Executive’s continued compliance with Section 5, and subject to the limitations set forth in Section 6if Executive’s employment is Involuntarily Terminated, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits as follows: to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (i) the Company shall pay to Employee in one lump sum an amount equal to (A) twelve (12) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination; plus (B) any accrued Executive his fully earned but unpaid bonus for the calendar year preceding Employee’s terminationbase salary, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employee’s Target Bonus for the year in which when due, through the date of EmployeeExecutive’s Involuntary Termination occurs; (ii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Terminationrate then in effect, including all accrued but unused PTO, plus all other benefits, if any, under any optionsCompany group retirement plan, restricted stocknonqualified deferred compensation plan, restricted stock units equity award plan or agreement (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by Section 3(g) above), health benefits plan or other awards; and (iii) reimbursement for the cost of continuation of health insurance benefits provided Company group benefit plan to Employee immediately prior to the Involuntary Termination which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Involuntary Termination (the “Accrued Obligations”); (ii) Executive shall be entitled to receive severance pay in an amount equal to six (6) multiplied by Executive’s monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination, which amount will be payable in cash in a lump sum within ten (10) days following the effective date of Executive’s Release (as defined below); and (iii) for the period beginning on the date of Executive’s Involuntary Termination and ending on the date which is six (6) full months following the date of Executive’s Involuntary Termination (or, if earlier, (A) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B) the date Employee Executive becomes eligible for to receive the equivalent or increased healthcare coverage under health and/or dental plans of another from a subsequent employer) (such period, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”), if Executive and his eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Involuntary Termination elect to have COBRA coverage and are eligible for such coverage, the Company shall directly pay or reimburse Executive on a monthly basis for an amount equal to (1) the monthly premium Executive is required to pay for continuation coverage pursuant to COBRA for Executive and his eligible dependents who were covered under the Company’s health plans as of the date of Executive’s Involuntary Termination (calculated by reference to the premium as of the date of Executive’s Involuntary Termination) less (2) the amount Executive would have had to pay to receive group health coverage for Executive and his covered dependents based on the cost sharing levels in effect on the date of Executive’s Involuntary Termination. If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, (as amended (the “Code”defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee Executive the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject Executive shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. Executive shall notify the Company immediately if Executive becomes eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment. (iv) Notwithstanding anything to the contrary in this Section 6(c4(b), and subject to Sections 4(d) and 10(o) and Executive’s continued compliance with Section 5, in the amounts payable pursuant event of Executive’s Involuntary Termination during the ninety (90) days prior to, or twelve (12) month period following, a Change in Control: (A) the reference to six (6) months in clause (iii) above shall be increased to twelve (12) months, and Executive’s severance pay under clause (ii) shall be payable as follows: (1) an amount equal to six (6) multiplied by Executive’s monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination shall be payable in cash in a lump sum within five ten (510) days following the effective date Employee's of Executive’s Release; and (2) an amount equal to six (6) multiplied by Executive’s monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination shall be payable in cash in a lump sum within ten (10) days following the later of (x) the effective date of Executive’s Release becomes (as defined below), and (y) the date of the Change in Control; (B) the reference to six (6) months in clause (iii) shall be increased to twelve (12) months; and (C) Executive shall be entitled to receive, in addition to the severance benefits described in clauses (ii) and (iii) above (as modified by this clause (iv)), an amount equal to Executive’s Target Bonus for the year in which Executive’s Involuntary Termination occurs, pro-rated to reflect the portion of such year that has elapsed prior to the date of Executive’s Involuntary Termination, payable in cash in a lump sum within ten (10) days following the later of (1) the effective and irrevocabledate of Executive’s Release or (2) the date of the Change in Control.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary Termination, Subject to Sections 5(f) and subject to the limitations set forth in 9(p) and Executive’s continued compliance with Section 6, then in addition to any accrued but unpaid Annual Salaryif Executive’s employment is Involuntarily Terminated, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below, which, with respect to clause (ii) and the last sentence of clause (iii) (if applicable) will be payable in a lump sum within ten (10) days following the effective date of Executive’s Release (as follows: hereinafter defined): (i) the Company shall pay to Employee in one lump sum an amount equal to (A) twelve (12) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination; plus (B) any accrued Executive his fully earned but unpaid bonus for the calendar year preceding Employee’s terminationbase salary, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employee’s Target Bonus for the year in which when due, through the date of EmployeeExecutive’s Involuntary Termination occurs; (ii) full acceleration of the vesting of all equity awards held by Employee at the time rate then in effect (without regard to any reduction in salary that gave rise to an event of the Involuntary TerminationGood Reason), including plus all other benefits, if any, under any optionsCompany group retirement plan, restricted stocknonqualified deferred compensation plan, restricted stock units equity award plan or agreement, health benefits plan or other awards; and (iii) reimbursement for the cost of continuation of health insurance benefits provided Company group benefit plan to Employee immediately prior to the Involuntary Termination which Executive may be entitled pursuant to the terms of such plans or agreements at the Consolidated Omnibus Budget Reconciliation Act time of 1985, as amended (“COBRA”) or other applicable law through the earliest to occur of (A) twelve (12) months following the Executive’s Involuntary Termination, ; (Bii) Executive shall be entitled to receive severance pay in an amount equal to the base salary payable to Executive under Section 3(a) of this Agreement from the date Employee becomes eligible for coverage under health and/or dental plans of another employer, or (C) Executive’s Involuntary Termination until the date upon which Employee is no longer eligible for one year anniversary of such COBRA or other benefits under applicable law Involuntary Termination (the “COBRA Coverage Severance Period”); (iii) During the Severance Period (or, if earlier, until the date on which the applicable continuation period under COBRA expires), the Company shall arrange to provide Executive and his eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Involuntary Termination with health (including medical, dental and vision) insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the date of such Involuntary Termination. If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, (as amended (the “Code”defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements continued health insurance benefits as set forth in clause (iii) above, the Company shall instead pay to Employee Executive an amount equal to (A) the foregoing number of months from the date of Executive’s Involuntary Termination until the end of the Employment Term, as appropriate multiplied by (B) the monthly amount premium Executive would be required to pay for continuation coverage pursuant to COBRA for Executive and his eligible dependents who were covered under the Company’s health plans as of the date of Executive’s Involuntary Termination (calculated by reference to the premium as of the date of Involuntary Termination); and (iv) That portion of the Stock Awards that would have vested over the Severance Period shall be automatically accelerated so as to be immediately vested as of the date of Involuntary Termination and any vested options or similar award (e.g., a taxable monthly payment for stock appreciation right) may be exercised at any time during the COBRA Coverage Severance Period (subject to earlier termination (A) in connection with a recapitalization or any remaining portion thereof). Subject similar transaction pursuant to Section 6(cthe Company’s equity incentive plans governing such Stock Awards or (B) the contractual term of the Stock Award), the amounts payable pursuant to clause (i) above shall be payable in a lump sum within five (5) days following or if longer, through the date Employee's Release becomes effective and irrevocablesuch vested options or similar award are exercisable under the terms of the applicable Stock Award.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(e) and 9(o) and Executive’s continued compliance with Section 5, and subject to the limitations set forth in Section 6if Executive’s employment is Involuntarily Terminated, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits as follows: to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below, which, with respect to clause (ii) and the last sentence of clause (iii) (if applicable) will be payable in a lump sum within ten (10) days following the effective date of Executive’s Release: (i) the Company shall pay to Employee in one lump sum an amount equal to (A) twelve (12) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination; plus (B) any accrued Executive his or her fully earned but unpaid bonus for the calendar year preceding Employee’s terminationbase salary, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employee’s Target Bonus for the year in which when due, through the date of EmployeeExecutive’s Involuntary Termination occurs; (ii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Terminationrate then in effect, including plus all other benefits, if any, under any optionsCompany group retirement plan, restricted stocknonqualified deferred compensation plan, restricted stock units equity award plan or agreement (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by Section 3(g) above), health benefits plan or other awards; and (iii) reimbursement for the cost of continuation of health insurance benefits provided Company group benefit plan to Employee immediately prior to the Involuntary Termination which Executive may be entitled pursuant to the terms of such plans or agreements at the Consolidated Omnibus Budget Reconciliation Act time of 1985, as amended Executive’s Involuntary Termination; (“COBRA”ii) or other applicable law through the earliest Executive shall be entitled to occur of (A) receive severance pay in an amount equal to twelve (12) multiplied by Executive’s monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination; and (iii) for the period beginning on the date of Executive’s Involuntary Termination and ending on the date which is twelve (12) full months following the date of Executive’s Involuntary Termination (or, if earlier, the date on which the applicable continuation period under COBRA expires), the Company shall arrange to provide Executive and his or her eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Involuntary Termination with health (including medical and dental) insurance benefits substantially similar to those provided to Executive and his or her dependents immediately prior to the date of such Involuntary Termination, (B) the date Employee becomes eligible for coverage under health and/or dental plans of another employer, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”). If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements continued health insurance benefits as set forth in clause (iii) above, the Company shall instead pay to Employee Executive an amount equal to twelve (12) multiplied by the foregoing monthly premium Executive would be required to pay for continuation coverage pursuant to COBRA for Executive and his or her eligible dependents who were covered under the Company’s health plans as of the date of Executive’s Involuntary Termination (calculated by reference to the premium as of the date of Involuntary Termination). (iv) Notwithstanding anything to the contrary in this Section 4(c), and subject to Sections 4(e) and 9(o) and Executive’s continued compliance with Section 5, in the event of Executive’s Involuntary Termination during the period commencing sixty (60) days prior to a Change in Control or twelve (12) months following a Change in Control, Executive shall be entitled to receive, in addition to the severance benefits described in clauses (i), (ii) and (iii) above, an amount as a taxable monthly payment equal to Executive’s Bonus for the COBRA Coverage Period (or any remaining portion thereof). Subject to Section 6(c)year in which Executive’s Involuntary Termination occurs, the amounts payable pursuant to clause (i) above which amount shall be payable in a lump sum within five ten (510) days following the later of (A) the effective date Employee's of Executive’s Release becomes effective and irrevocable(B) the date of the Change in Control.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, and subject to the limitations set forth in Section 6if Executive’s employment is Involuntarily Terminated, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits as follows: to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (i) the Company shall pay to Employee Executive his or her fully earned but unpaid base salary, when due, through the date of Executive’s Involuntary Termination at the rate then in one lump sum effect, all accrued but unused PTO, plus all other amounts or benefits to which Executive is entitled under any compensation, retirement or benefit plan or practice of the Company at the time of termination in accordance with the terms of such plans or practices, including, without limitation, any continuation of benefits required by COBRA or applicable law; (ii) Executive shall be entitled to receive severance pay in an amount equal to the sum of (A) twelve (12) months of Employeemultiplied by Executive’s Annual Salary that Employee was receiving monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination; , plus (B) any accrued but unpaid bonus for the calendar year preceding Employee’s termination, an amount equal to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the EmployeeExecutive’s Target Bonus for the year in which the date of EmployeeExecutive’s Involuntary Termination occurs; , plus (iiC) full acceleration to the extent such Involuntary Termination occurs prior to the payment to Executive of his annual bonus for the vesting calendar year preceding the date of all equity awards held by Employee at the time of the such Involuntary Termination, including any optionsthe amount of his annual bonus for such completed calendar year (which amount for 2020 shall in no event be less than his Target Bonus for such year), restricted stock, restricted stock units or other awards; and plus (iiiD) reimbursement an amount equal to twelve (12) multiplied by the monthly premium Executive is required to pay for the cost of continuation of health insurance benefits provided to Employee immediately prior to the Involuntary Termination coverage pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for Executive and his or other applicable law through her eligible dependents who were covered under the earliest Company’s health plans as of the date of Executive’s Involuntary Termination (calculated by reference to occur the premium as of the date of Executive’s Involuntary Termination), which amounts will be payable in a lump sum within ten (10) days following the effective date of Executive’s Release; (iii) the vesting acceleration provided under Section 3(g) above; and (iv) Notwithstanding anything to the contrary in this Section 4(b), and subject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, in the event Executive’s Involuntary Termination occurs (A) during the period commencing on the Acquisition Agreement Date and ending on the closing of the resulting Change in Control, or (B) within twelve (12) months following the Involuntary Terminationa Change in Control, (B1) the date Employee becomes eligible references to twelve (12) months in clause (ii) above shall be increased to eighteen (18) months, and (2) Executive’s monthly base salary for coverage under health and/or dental plans purposes of another employer, or clause (Cii)(A) above shall be equal to the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law greater of (the “COBRA Coverage Period”). If any of the Companyx) Executive’s health benefits are self-funded monthly base salary as of in effect immediately prior to the date of EmployeeExecutive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A (y) Executive’s monthly base salary as of the Internal Revenue Code of 1986Acquisition Agreement Date, as amended (which amounts, to the “Code”) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 extent in excess of the Public Health Service Act), instead of providing the reimbursements as set forth in clause (iii) above, the Company shall instead pay amounts to Employee the foregoing monthly amount be paid to Executive as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject to Section 6(c), the amounts payable result of his Involuntary Termination pursuant to clause (iii) above above, shall be payable in a lump sum within five ten (510) days following the later of (A) the effective date Employee's of Executive’s Release becomes effective and irrevocable(B) the date of the Change in Control.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, and subject to the limitations set forth in Section 6if Executive’s employment is Involuntarily Terminated, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits as follows: to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (i) the Company shall pay to Employee Executive his fully earned but unpaid base salary, when due, through the date of Executive’s Involuntary Termination at the rate then in one lump sum effect, accrued and unused PTO, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other Company group benefit plan to which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Involuntary Termination (the “Accrued Obligations”); and (ii) Executive shall be entitled to receive severance pay in an amount equal to (A) twelve (12) months of EmployeeExecutive’s Annual Salary that Employee was receiving monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination, multiplied by (B) nine (9), which amount shall be payable in a lump sum sixty (60) days following Executive’s Involuntary Termination; plus and (Biii) any accrued but unpaid bonus for the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed period beginning on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employee’s Target Bonus for the year in which the date of Employee’s Involuntary Termination occurs; and ending on the date which is nine (ii9) full acceleration months following the date of the vesting of all equity awards held by Employee at the time of the Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; and (iii) reimbursement for the cost of continuation of health insurance benefits provided to Employee immediately prior to the Employee’s Involuntary Termination pursuant to (or, if earlier, (A) the terms of date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B) the date Employee becomes eligible for to receive the equivalent or increased healthcare coverage under health and/or dental plans by means of another employersubsequent employment or self-employment) (such period, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”), if Employee and/or his or her eligible dependents who were covered under the Company’s health insurance plans as of the date of Employee’s Involuntary Termination elect to have COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse Employee on a monthly basis for an amount equal to (1) the monthly premium Employee and/or his or her covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for Employee and/or his or her eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of Employee’s Involuntary Termination (calculated by reference to the premium as of the date of Employee’s Involuntary Termination) less (2) the amount Employee would have had to pay to receive group health coverage for Employee and/or his or her covered dependents, as applicable, based on the cost sharing levels in effect on the date of Employee’s Involuntary Termination. If any of the Company’s health benefits are self-funded as of the date of Employee’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, (as amended (the “Code”defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject Employee shall be solely responsible for all matters relating to Section 6(c)continuation of coverage pursuant to COBRA, including, without limitation, the amounts payable pursuant election of such coverage and the timely payment of premiums. Employee shall notify the Company immediately if Employee becomes eligible to clause (i) above shall be payable in a lump sum within five (5) days following receive the date Employee's Release becomes effective and irrevocableequivalent or increased healthcare coverage by means of subsequent employment or self-employment.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary of Executive’s Involuntarily Termination, and subject to the limitations set forth in Section 6, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company (other than as follows: provided in Section 3(g) of this Agreement), the benefits provided below, subject to Executive’s compliance with Section 4(f): (i) the Company shall pay to Employee Executive his fully earned but unpaid base salary, when due, through the date of Executive’s Involuntary Termination at the rate then in one effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time of Executive’s Involuntary Termination; (ii) subject to Sections 4(e) and 4(f) and Executive’s continued compliance with Section 5, Executive shall be entitled to receive a lump sum an amount cash payment equal to (A) twelve (12) months of EmployeeExecutive’s Annual Salary that Employee was receiving annual base salary as in effect immediately prior to the date of Executive’s Involuntary Termination; plus (B) any accrued but unpaid bonus for the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed payable on the day that is sixty (60) days following the date the bonus is of Executive’s Involuntary Termination; (iii) subject to Sections 4(e) and 4(f) and Executive’s continued compliance with Section 5, Executive shall be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employeeentitled to receive a lump sum cash payment equal to Executive’s Target Bonus for the year in which the date of EmployeeExecutive’s Involuntary Termination occurs; , prorated for the period of Executive’s service during the year in which Executive’s Involuntary Termination occurs, payable on the day that is sixty (ii60) full acceleration days following the date of the vesting of all equity awards held by Employee at the time of the Executive’s Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; and (iiiprovided that Executive shall not be eligible to receive the severance benefits described in this Section 4(c)(iii) reimbursement for in the cost of continuation of health insurance benefits provided to Employee immediately event Executive’s Involuntary Termination results from his discharge by the Company without Cause prior to the Involuntary Termination pursuant a Change of Control; (iv) subject to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985Sections 4(e) and 4(f) and Executive’s continued compliance with Section 5, as amended (“COBRA”) or other applicable law through the earliest Executive shall be entitled to occur of (A) receive a lump sum cash payment equal to twelve (12) months following multiplied by the Involuntary Termination, (B) the date Employee becomes monthly premium Executive and his eligible dependents would be required to pay for continuation coverage pursuant to COBRA for Executive and his eligible dependents who were covered under health and/or dental plans of another employer, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”). If any of the Company’s health benefits are self-funded plans as of the date of EmployeeExecutive’s Involuntary Termination, or if Termination (calculated by reference to the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A premium as of the Internal Revenue Code date of 1986Involuntary Termination) (provided that Executive shall be solely responsible for all matters relating to his continuation of coverage pursuant to COBRA, as amended (the “Code”) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 his election of the Public Health Service Actsuch coverage and his timely payment of premiums), instead of providing the reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee the foregoing monthly amount as a taxable monthly which payment for the COBRA Coverage Period (or any remaining portion thereof). Subject to Section 6(c), the amounts payable pursuant to clause (i) above shall be payable in a lump sum within five paid on the day that is sixty (560) days following the date Employee's Release becomes effective of Executive’s Involuntary Termination; (v) subject to Sections 4(e) and irrevocable4(f) and Executive’s continued compliance with Section 5, Executive shall be entitled to receive a lump sum cash payment sufficient to pay the premiums for life insurance benefits coverage for the twelve (12) month period commencing on the date of Executive’s Involuntary Termination to the extent Executive and his eligible dependents were receiving such benefits prior to the date of Executive’s Involuntary Termination, which payment shall be paid on the day that is sixty (60) days following the date of Executive’s Involuntary Termination; and (vi) subject to Sections 4(e) and 4(f) and Executive’s continued compliance with Section 5, Executive shall be entitled to receive a lump sum cash payment of $15,000 for executive-level outplacement services, which payment shall be paid on the day that is sixty (60) days following the date of Executive’s Involuntary Termination.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, and subject to the limitations set forth in Section 6if Executive’s employment is Involuntarily Terminated, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits as follows: to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (i) the Company shall pay to Employee Executive her fully earned but unpaid base salary, when due, through the date of Executive’s Involuntary Termination at the rate then in one lump sum effect, accrued and unused PTO, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other Company group benefit plan to which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Involuntary Termination (the “Accrued Obligations”); and (ii) Executive shall be entitled to receive severance pay in an amount equal to (A) twelve (12) months of EmployeeExecutive’s Annual Salary that Employee was receiving monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination, multiplied by (B) nine (9), which amount shall be payable in a lump sum sixty (60) days following Executive’s Involuntary Termination; plus and (Biii) any accrued but unpaid bonus for the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed period beginning on the date of Executive’s Involuntary Termination and ending on the bonus date which is to be paidnine (9) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employee’s Target Bonus for the year in which full months following the date of EmployeeExecutive’s Involuntary Termination occurs; (iior, if earlier, (A) full acceleration of the vesting of all equity awards held by Employee at date on which the time of the Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; and (iii) reimbursement for the cost of applicable continuation of health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B) the date Employee Executive becomes eligible for to receive the equivalent or increased healthcare coverage under health and/or dental plans by means of another employersubsequent employment or self-employment) (such period, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”), if Executive and/or her eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Involuntary Termination elect to have COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse Executive on a monthly basis for an amount equal to (1) the monthly premium Executive and/or her covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for Executive and/or her eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of Executive’s Involuntary Termination (calculated by reference to the premium as of the date of Executive’s Involuntary Termination) less (2) the amount Executive would have had to pay to receive group health coverage for Executive and/or her covered dependents, as applicable, based on the cost sharing levels in effect on the date of Executive’s Involuntary Termination. If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, (as amended (the “Code”defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee Executive the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject Executive shall be solely responsible for all matters relating to Section 6(c)continuation of coverage pursuant to COBRA, including, without limitation, the amounts payable pursuant election of such coverage and the timely payment of premiums. Executive shall notify the Company immediately if Executive becomes eligible to clause (i) above shall be payable in a lump sum within five (5) days following receive the date Employee's Release becomes effective and irrevocableequivalent or increased healthcare coverage by means of subsequent employment or self-employment.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary Termination, and subject to the limitations set forth Termination at any time under circumstances other than as covered in Section 6paragraph 2(b) below, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any all base salary and accrued and accumulated but unpaid vacation, due to Employee at unused vacation benefits earned through the date of such termination at the rate in effect at the time of termination, less standard deductions and withholdings, Employee will be entitled to receive severance benefits as follows: follows (less standard deductions and withholdings): (i) the Company shall pay to Employee in one lump sum an amount equal to (A) twelve (12) months (the “Severance Period”) of Employee’s Annual Salary that the monthly base salary which Employee was receiving immediately prior to the Involuntary Termination; plus (B) any accrued but unpaid bonus for Termination payable in a lump sum on the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on first payroll date following the date the bonus is to be paid) Release (as determined by the Compensation Committee of the Board described in its discretion); plus (CSection 4(b) 100% of the Employee’s Target Bonus for the year in which the date of Employee’s Involuntary Termination occursbecomes effective and irrevocable; (ii) full acceleration an amount equal to the average bonus paid by the Company to Employee for services during each of the vesting three 12-month periods (or such shorter period of all equity awards held by time during which Employee at the time of was eligible for a bonus) prior to the Involuntary TerminationTermination date, including any options, restricted stock, restricted stock units or other awardspayable in a lump sum on the first payroll date following the date the Release (as described in Section 4(b) becomes effective and irrevocable; and (iii) reimbursement for the cost of or continuation of payment by the Company of its portion of the health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earliest to occur earlier of (A) twelve (12) months following the Involuntary Termination, (B) end of the date Employee becomes eligible for coverage under health and/or dental plans of another employer, Severance Period or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”)law. If any of the Company’s health benefits are self-funded as of In addition, on the date of Employee’s such Involuntary Termination, or if Employee’s stock options, restricted stock and other equity awards shall immediately vest, become exercisable and/or the restrictions thereon lapse with respect to that number of shares of Company cannot provide common stock that otherwise would have vested during the foregoing benefits in a manner that is exempt from Section 409A Severance Period had Employee’s employment continued. Employee’s stock options, restricted stock and other equity awards shall otherwise be subject to the terms of the Internal Revenue Code of 1986, as amended (the “Code”) plan and option or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject to Section 6(c), the amounts payable award agreement pursuant to clause (i) above shall be payable in a lump sum within five (5) days following the date Employee's Release becomes effective which such options and irrevocableother equity awards were granted.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, and subject to the limitations set forth in Section 6if Executive’s employment is Involuntarily Terminated, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits as follows: to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (i) the Company shall pay to Employee in one lump sum an amount equal to (A) twelve (12) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination; plus (B) any accrued Executive his or her fully earned but unpaid bonus for the calendar year preceding Employee’s terminationbase salary, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employee’s Target Bonus for the year in which when due, through the date of EmployeeExecutive’s Involuntary Termination occurs; (ii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Terminationrate then in effect, including accrued and unused PTO, plus all other benefits, if any, under any optionsCompany group retirement plan, restricted stocknonqualified deferred compensation plan, restricted stock units equity award plan or agreement (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by Section 3(g) above), health benefits plan or other awards; and (iii) reimbursement for the cost of continuation of health insurance benefits provided Company group benefit plan to Employee immediately prior to the Involuntary Termination which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Involuntary Termination (the “Accrued Obligations”); (ii) Executive shall be entitled to receive severance pay in an amount equal to twelve (12) multiplied by Executive’s monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination, which amount shall be payable in a lump sum sixty (60) days following Executive’s Involuntary Termination; and (iii) for the period beginning on the date of Executive’s Separation from Service and ending on the date which is twelve (12) full months following the date of Executive’s Separation from Service (or, if earlier, (1) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B2) the date Employee Executive becomes eligible for to receive the equivalent or increased healthcare coverage under health and/or dental plans by means of another employersubsequent employment or self-employment) (such period, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”), if Executive and/or his or her eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Separation from Service elect to have COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse Executive on a monthly basis for an amount equal to (A) the monthly premium Executive and/or his or her covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for Executive and/or his or her eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of Executive’s Separation from Service (calculated by reference to the premium as of the date of Executive’s Separation from Service) less (B) the amount Executive would have had to pay to receive group health coverage for Executive and/or his or her covered dependents, as applicable, based on the cost sharing levels in effect on the date of Executive’s Separation from Service. If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary TerminationSeparation from Service, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, (as amended (the “Code”defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee Executive the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject Executive shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. Executive shall notify the Company immediately if Executive becomes eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment. (iv) Notwithstanding anything to the contrary in this Section 6(c4(b), and subject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, in the amounts payable pursuant event of Executive’s Involuntary Termination within twelve (12) months following a Change in Control, Executive shall be entitled to clause receive, in addition to the severance benefits described in clauses (i), (ii) above and (iii) above, an amount equal to Executive’s target bonus for the year in which Executive’s Involuntary Termination occurs, which amount shall be payable in a lump sum within five sixty (560) days following the date Employee's Release becomes effective and irrevocableExecutive’s Involuntary Termination.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, and subject to the limitations set forth in Section 6if Executive’s employment is Involuntarily Terminated, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits as follows: to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (i) the Company shall pay to Employee in one lump sum an amount equal to (A) twelve (12) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination; plus (B) any accrued Executive his or her fully earned but unpaid bonus for the calendar year preceding Employee’s terminationbase salary, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employee’s Target Bonus for the year in which when due, through the date of EmployeeExecutive’s Involuntary Termination occurs; (ii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Terminationrate then in effect, including accrued and unused PTO, plus all other benefits, if any, under any optionsCompany group retirement plan, restricted stocknonqualified deferred compensation plan, restricted stock units equity award plan or agreement (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by Section 3(g) above), health benefits plan or other awards; and (iii) reimbursement for the cost of continuation of health insurance benefits provided Company group benefit plan to Employee immediately prior to the Involuntary Termination which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Involuntary Termination (the “Accrued Obligations”); (ii) Executive shall be entitled to receive severance pay in an amount equal to nine (9) multiplied by Executive’s monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination, which amount shall be payable in a lump sum sixty (60) days following Executive’s Involuntary Termination; and (iii) for the period beginning on the date of Executive’s Separation from Service and ending on the date which is nine (9) full months following the date of Executive’s Separation from Service (or, if earlier, (1) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B2) the date Employee Executive becomes eligible for to receive the equivalent or increased healthcare coverage under health and/or dental plans by means of another employersubsequent employment or self-employment) (such period, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”), if Executive and/or his or her eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Separation from Service elect to have COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse Executive on a monthly basis for an amount equal to (A) the monthly premium Executive and/or his or her covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for Executive and/or his or her eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of Executive’s Separation from Service (calculated by reference to the premium as of the date of Executive’s Separation from Service) less (B) the amount Executive would have had to pay to receive group health coverage for Executive and/or his or her covered dependents, as applicable, based on the cost sharing levels in effect on the date of Executive’s Separation from Service. If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary TerminationSeparation from Service, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, (as amended (the “Code”defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee Executive the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject Executive shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. Executive shall notify the Company immediately if Executive becomes eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment. (iv) Notwithstanding anything to the contrary in this Section 6(c4(b), and subject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, in the amounts payable pursuant event of Executive’s Involuntary Termination within twelve (12) months following a Change in Control, (A) the references to clause nine (9) months in clauses (ii) and (iii) above shall be increased to twelve (12) months, and (B) Executive shall be entitled to receive, in addition to the severance benefits described in clauses (i), (ii) above and (iii) above, an amount equal to Executive’s target bonus for the year in which Executive’s Involuntary Termination occurs, which amount shall be payable in a lump sum within five sixty (560) days following the date Employee's Release becomes effective and irrevocableExecutive’s Involuntary Termination.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, and subject to the limitations set forth in Section 6if Executive’s employment is Involuntarily Terminated, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits as follows: to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (i) the Company shall pay to Employee Executive her fully earned but unpaid base salary, when due, through the date of Executive’s Involuntary Termination at the rate then in one lump sum effect, accrued and unused PTO, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other Company group benefit plan to which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Involuntary Termination (the “Accrued Obligations”); (ii) Executive shall be entitled to receive severance pay in an amount equal to (A) twelve (12) months of EmployeeExecutive’s Annual Salary that Employee was receiving monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination; plus , multiplied by (B) any accrued but unpaid bonus for the calendar year preceding Employeenine (9), which amount shall be payable in a lump sum sixty (60) days following Executive’s termination, Involuntary Termination; (iii) Executive shall be entitled to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employeereceive Executive’s Target Bonus for the year in which the date of EmployeeExecutive’s Involuntary Termination occurs; (ii) full acceleration , prorated for the portion of the vesting year that has elapsed prior to the date of all equity awards held by Employee at the time of the Executive’s Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; and which amount shall be payable in a lump sum sixty (iii60) reimbursement days following Executive’s Involuntary Termination; (iv) for the cost period beginning on the date of continuation of health insurance benefits provided to Employee immediately prior to the Executive’s Involuntary Termination pursuant to and ending on the terms date which is nine (9) full months following the date of Executive’s Involuntary Termination (or, if earlier, (A) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B) the date Employee Executive becomes eligible for to receive the equivalent or increased healthcare coverage under health and/or dental plans by means of another employersubsequent employment or self-employment) (such period, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”), if Executive and/or her eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Involuntary Termination elect to have COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse Executive on a monthly basis for an amount equal to (1) the monthly premium Executive and/or her covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for Executive and/or her eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of Executive’s Involuntary Termination (calculated by reference to the premium as of the date of Executive’s Involuntary Termination) less (2) the amount Executive would have had to pay to receive group health coverage for Executive and/or her covered dependents, as applicable, based on the cost sharing levels in effect on the date of Executive’s Involuntary Termination. If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, (as amended (the “Code”defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee Executive the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject Executive shall be solely responsible for all matters relating to Section 6(c)continuation of coverage pursuant to COBRA, including, without limitation, the amounts election of such coverage and the timely payment of premiums. Executive shall notify the Company immediately if Executive becomes eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment; and (v) (A) in the event of Executive’s Involuntary Termination within eighteen (18) months following a Change in Control, (1) the references to nine (9) months in clauses (ii) and (iv) shall be increased to twelve (12) months, and (2) the Target Bonus payable pursuant to clause (iiii) above shall not be subject to proration, which amounts shall be payable as provided in clauses (ii), (iii) and (iv) above, and (B) in the event of Executive’s Involuntary Termination at any time following a lump sum within five (5) days following Change in Control, all of Executive’s Stock Awards will vest on an accelerated basis effective as of the date Employee's Release becomes effective of Executive’s Involuntary Termination. The foregoing provisions are hereby deemed to be a part of each Stock Award and irrevocableto supersede any less favorable provision in any agreement or plan regarding such Stock Award (and, for the avoidance of doubt, if any Stock Award is subject to more favorable vesting pursuant to any agreement or plan regarding such Stock Award, such more favorable provisions shall continue to apply and shall not be limited by this clause (v)).

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary Termination, and subject to the limitations set forth in Section 6, then in addition to any all salary and bonuses accrued but unpaid Annual Salary, including Annual Salary in respect as of any accrued and accumulated but unpaid vacation, due to Employee at the date of such terminationEmployee’s termination of employment, Employee will be entitled to receive severance benefits as follows: (i) the Company shall pay to Employee in one lump sum an amount equal to (A) twelve (12) 12 months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination; plus (B) any accrued but unpaid bonus for the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (), such lump sum bonus to be paid at the same time as determined the bonus would have been paid had Employee remained employed by the Compensation Committee Company through the date of the Board in its discretion); payment plus (C) 100% of the Employee’s Target Bonus average bonus paid by the Company to Employee for services during each of the year in three most recent fiscal years (or such shorter period of time during which Employee was eligible for a bonus) prior to the date of Employee’s the Involuntary Termination occursTermination; (ii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; and (iii) reimbursement for the cost of continuation of health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earliest to occur of (A) twelve (12) 12 months following the Involuntary Termination, (B) the date Employee becomes eligible for coverage under health and/or dental plans of another employer, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”). If any of the Company’s health benefits are self-funded as of the date of Employee’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject to Section 6(c), the amounts payable pursuant to clause (i) above shall be payable in a lump sum within five (5) days following the date Employee's Release becomes effective and irrevocablelaw.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary Termination, and subject to the limitations set forth Termination at any time under circumstances other than as covered in Section 6paragraph 2(b) below, then in addition to any all salary and bonuses accrued but unpaid Annual Salary, including Annual Salary in respect as of any accrued and accumulated but unpaid vacation, due to Employee at the date of such terminationEmployee’s termination of employment, Employee will be entitled to receive severance benefits as follows: (i) during the period commencing on the date of Employee’s termination and ending on the date six (6) months after the effective date of the termination (the “Severance Period”) the Company shall pay to Employee in one lump sum an amount equal to (A) twelve (12) months of Employee’s Annual Salary that the monthly base salary which Employee was receiving immediately prior to the Involuntary Termination; plus (B) any accrued but unpaid bonus for the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (Termination in accordance with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the EmployeeCompany’s Target Bonus for the year in which the date of Employee’s Involuntary Termination occursstandard payroll practices; (ii) full acceleration one-half the average bonus paid by the Company to Employee for services during each of the vesting three 12- month periods (or such shorter period of all equity awards held by time during which Employee at the time of was eligible for a bonus) prior to the Involuntary TerminationTermination date, including any options, restricted stock, restricted stock units or other awardswhich payments shall be paid during the Severance Period in accordance with the Company’s standard payroll practices; and (iii) reimbursement for the cost of or continuation of payment by the Company of its portion of the health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earliest to occur earlier of (A) twelve (12) months following the Involuntary Termination, (B) end of the date Employee becomes eligible for coverage under health and/or dental plans of another employer, Severance Period or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (law. In addition, Employee’s stock options, restricted stock and other equity awards shall immediately vest, become exercisable and/or the “COBRA Coverage Period”)restrictions thereon lapse with respect to that number of shares of Company common stock that otherwise would have vested during the Severance Period had Employee’s employment continued. If any Employee’s stock options, restricted stock and other equity awards shall otherwise be subject to the terms of the Company’s health benefits are self-funded as of the date of Employee’s Involuntary Termination, plan and option or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject to Section 6(c), the amounts payable award agreement pursuant to clause (i) above shall be payable in a lump sum within five (5) days following the date Employee's Release becomes effective which such options and irrevocableother equity awards were granted.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary Termination, and subject to the limitations set forth in Section 6, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will be entitled to receive severance benefits as follows: (i) the Company shall pay to Employee in one lump sum an amount equal to (A) twelve six (126) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination; plus (B) any accrued but unpaid bonus for the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employee’s Target Bonus for the year in which the date of Employee’s Involuntary Termination occurs; and (ii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; and (iii) reimbursement for the cost of continuation of health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earliest to occur of (A) twelve six (126) months following the Involuntary Termination, (B) the date Employee becomes eligible for coverage under health and/or dental plans of another employer, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “"COBRA Coverage Period”"). If any of the Company’s health benefits are self-funded as of the date of Employee’s 's Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements as set forth in clause (iiiii) above, the Company shall instead pay to Employee the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject to Section 6(c), the amounts payable pursuant to clause (i) above shall be payable in a lump sum within five (5) days following the date Employee's Release becomes effective and irrevocable.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, and subject to the limitations set forth in Section 6if Executive’s employment is Involuntarily Terminated, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits as follows: to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (i) the Company shall pay to Employee Executive his fully earned but unpaid base salary, when due, through the date of Executive’s Involuntary Termination at the rate then in one lump sum effect, accrued and unused PTO, any annual bonus payable to Executive pursuant to Section 3(b) for any calendar year that has ended prior to the date of termination, to the extent not previously paid, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other Company group benefit plan to which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Involuntary Termination (the “Accrued Obligations”); (ii) Executive shall be entitled to receive severance pay in an amount equal to (A) twelve (12) months of EmployeeExecutive’s Annual Salary that Employee was receiving monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination; plus , multiplied by (B) any accrued but unpaid bonus for the calendar year preceding Employeetwelve (12), which amount shall be payable in a lump sum sixty (60) days following Executive’s termination, Involuntary Termination; (iii) Executive shall be entitled to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is receive additional severance pay in an amount equal to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the EmployeeExecutive’s Target Bonus for the calendar year in which such termination occurs, prorated for the portion of such calendar year that has elapsed prior to the date of Employeesuch termination, which amount shall be payable in a lump sum sixty (60) days following Executive’s Involuntary Termination; (iv) for the period beginning on the date of Executive’s Involuntary Termination occurs; and ending on the date which is eighteen (ii18) full acceleration months following the date of the vesting of all equity awards held by Employee at the time of the Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; and (iii) reimbursement for the cost of continuation of health insurance benefits provided to Employee immediately prior to the Executive’s Involuntary Termination pursuant to (or, if earlier, (A) the terms of date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B) the date Employee Executive becomes eligible for to receive the equivalent or increased healthcare coverage under health and/or dental plans by means of another employersubsequent employment or self-employment) (such period, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”), if Executive and/or his eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Involuntary Termination elect COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse Executive on a monthly basis for an amount equal to (1) the monthly premium Executive and/or his covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for Executive and/or his eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of Executive’s Involuntary Termination (calculated by reference to the premium as of the date of Executive’s Involuntary Termination) less (2) the amount Executive would have had to pay to receive group health coverage for Executive and/or his covered dependents, as applicable, based on the cost sharing levels in effect on the date of Executive’s Involuntary Termination. If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, (as amended (the “Code”defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee Executive the foregoing monthly amount as a taxable monthly payment (grossed up to account for taxes) for the COBRA Coverage Period (or any remaining portion thereof). Subject Executive shall be solely responsible for all matters relating to Section 6(c)continuation of coverage pursuant to COBRA, including, without limitation, the amounts payable election of such coverage and the timely payment of premiums. Executive shall notify the Company immediately if Executive becomes eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment; and (v) In the event Executive’s Involuntary Termination occurs during the period beginning two (2) months prior to the effective date of a Change in Control (or, with respect to Stock Awards granted under Parent’s 2019 Stock Incentive Plan, a Corporate Transaction (as defined therein)) and ending twelve (12) months after such effective date, all of Executive’s Stock Awards will vest on an accelerated basis effective as of the later of (A) the date of termination or (B) the date of such Change in Control (or, with respect to Stock Awards granted under the Parent’s 2019 Stock Incentive Plan, a Corporate Transaction (as defined therein)). The foregoing provisions are hereby deemed to be a part of each Stock Award (and, for the avoidance of doubt, if any Stock Award is subject to more favorable vesting pursuant to any agreement or plan regarding such Stock Award, such more favorable provisions shall continue to apply and shall not be limited by this clause (i) above shall be payable in a lump sum within five (5) days following the date Employee's Release becomes effective and irrevocablev)).

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, and subject to the limitations set forth in Section 6if Executive’s employment is Involuntarily Terminated, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits as follows: to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (i) the Company shall pay to Employee Executive his or her fully earned but unpaid base salary, when due, through the date of Executive’s Involuntary Termination at the rate then in one lump sum effect, all accrued but unused PTO, plus all other amounts or benefits to which Executive is entitled under any compensation, retirement or benefit plan or practice of the Company at the time of termination in accordance with the terms of such plans or practices, including, without limitation, any continuation of benefits required by COBRA or applicable law; (ii) Executive shall be entitled to receive severance pay in an amount equal to the sum of (A) twelve (12) months of Employeemultiplied by Executive’s Annual Salary that Employee was receiving monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination; , plus (B) any accrued but unpaid bonus for the calendar year preceding Employee’s termination, an amount equal to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the EmployeeExecutive’s Target Bonus for the year in which the date of EmployeeExecutive’s Involuntary Termination occurs; , plus (iiC) full acceleration to the extent such Involuntary Termination occurs prior to the payment to Executive of his annual bonus for the vesting calendar year preceding the date of all equity awards held by Employee at the time of the such Involuntary Termination, including any optionsthe amount of his annual bonus for such completed calendar year (which amount for 2020 shall in no event be less than his Target Bonus for such year), restricted stock, restricted stock units or other awards; and plus (iiiD) reimbursement an amount equal to twelve (12) multiplied by the monthly premium Executive is required to pay for the cost of continuation of health insurance benefits provided to Employee immediately prior to the Involuntary Termination coverage pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for Executive and his or other applicable law through her eligible dependents who were covered under the earliest Company’s health plans as of the date of Executive’s Involuntary Termination (calculated by reference to occur the premium as of the date of Executive’s Involuntary Termination), which amounts will be payable in a lump sum within ten (10) days following the effective date of Executive’s Release; (iii) the vesting acceleration provided under Section 3(g) above; and (iv) Notwithstanding anything to the contrary in this Section 4(b), and subject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, in the event Executive’s Involuntary Termination occurs (A) during the period commencing on the Acquisition Agreement Date and ending on the closing of the resulting Change in Control, or (B) within twelve (12) months following the Involuntary Terminationa Change in Control, (B1) the date Employee becomes eligible references to nine (9) months in clause (ii) above shall be increased to twelve (12) months, and (2) Executive’s monthly base salary for coverage under health and/or dental plans purposes of another employer, or clause (Cii)(A) above shall be equal to the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law greater of (the “COBRA Coverage Period”). If any of the Companyx) Executive’s health benefits are self-funded monthly base salary as of in effect immediately prior to the date of EmployeeExecutive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A (y) Executive’s monthly base salary as of the Internal Revenue Code of 1986Acquisition Agreement Date, as amended (which amounts, to the “Code”) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 extent in excess of the Public Health Service Act), instead of providing the reimbursements as set forth in clause (iii) above, the Company shall instead pay amounts to Employee the foregoing monthly amount be paid to Executive as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject to Section 6(c), the amounts payable result of his Involuntary Termination pursuant to clause (iii) above above, shall be payable in a lump sum within five ten (510) days following the later of (A) the effective date Employee's of Executive’s Release becomes effective and irrevocable(B) the date of the Change in Control.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary Termination, and subject to the limitations set forth Termination at any time under circumstances other than as covered in Section 6paragraph 2(b) below, then in addition to any all salary and bonuses accrued but unpaid Annual Salary, including Annual Salary in respect as of any accrued and accumulated but unpaid vacation, due to Employee at the date of such terminationEmployee’s termination of employment, Employee will be entitled to receive severance benefits as follows: (i) during the period commencing on the date of Employee’s termination and ending on the date six (6) months after the effective date of the termination (the “Severance Period”) the Company shall pay to Employee in one lump sum an amount equal to (A) twelve (12) months of Employee’s Annual Salary that the monthly base salary which Employee was receiving immediately prior to the Involuntary Termination; plus (B) any accrued but unpaid bonus for the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (Termination in accordance with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the EmployeeCompany’s Target Bonus for the year in which the date of Employee’s Involuntary Termination occursstandard payroll practices; (ii) full acceleration one-half the average bonus paid by the Company to Employee for services during each of the vesting three 12- month periods (or such shorter period of all equity awards held by time during which Employee at the time of was eligible for a bonus) prior to the Involuntary TerminationTermination date, including any options, restricted stock, restricted stock units or other awardswhich payments shall be paid during the Severance Period in accordance with the Company’s standard payroll practices; and (iii) accelerated vesting with respect to 1,250,000 shares of common stock under that certain stock option grant to Employee as of the date of this Agreement, and (iv) reimbursement for the cost of or continuation of payment by the Company of its portion of the health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earliest to occur earlier of (A) twelve (12) months following the Involuntary Termination, (B) end of the date Employee becomes eligible for coverage under health and/or dental plans of another employer, Severance Period or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (law. Employee’s stock options, restricted stock and other equity awards shall otherwise be subject to the “COBRA Coverage Period”). If any terms of the Company’s health benefits are self-funded as of the date of Employee’s Involuntary Termination, plan and option or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject to Section 6(c), the amounts payable award agreement pursuant to clause (i) above shall be payable in a lump sum within five (5) days following the date Employee's Release becomes effective which such options and irrevocableother equity awards were granted.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(d) and 10(o) and Executive’s continued compliance with Section 5, and subject if Executive’s employment is Involuntarily Terminated, Executive shall be entitled to the limitations set forth receive, in Section 6, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect lieu of any accrued and accumulated but unpaid vacationseverance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, due to Employee at the date of such termination, Employee will benefits provided below: (i) Executive shall be entitled to receive severance benefits as follows: (i) the Company shall pay to Employee in one lump sum an amount equal to (A) twelve (12) months of EmployeeExecutive’s Annual Salary that Employee was receiving monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination; plus , multiplied by eighteen (B) any accrued but unpaid bonus for the calendar year preceding Employee’s termination18), to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee which amount shall be employed payable in a lump sum on the date the bonus that is sixty (60) days following Executive’s Involuntary Termination; (ii) Executive shall be entitled to be paid) (as determined by the Compensation Committee of the Board receive additional severance pay in its discretion); plus (C) 100% of the Employeean amount equal to Executive’s Target Bonus for the calendar year in which such termination occurs, which amount shall be payable in a lump sum on the date that is sixty (60) days following Executive’s Involuntary Termination; (iii) for the period beginning on the date of EmployeeExecutive’s Involuntary Termination occurs; and ending on the date which is eighteen (ii18) full acceleration months following the date of the vesting of all equity awards held by Employee at the time of the Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; and (iii) reimbursement for the cost of continuation of health insurance benefits provided to Employee immediately prior to the Executive’s Involuntary Termination pursuant to (or, if earlier, (A) the terms of date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B) the date Employee Executive becomes eligible for to receive the equivalent or increased healthcare coverage under health and/or dental plans by means of another employersubsequent employment or self-employment) (such period, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”), if Executive and/or his eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Involuntary Termination elect COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse Executive on a monthly basis for an amount equal to the monthly premium Executive and/or his covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for Executive and/or his eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of Executive’s Involuntary Termination (calculated by reference to the premium as of the date of Executive’s Involuntary Termination). If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, (as amended (the “Code”defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee Executive the foregoing monthly amount as a taxable monthly payment (grossed up to account for taxes) for the COBRA Coverage Period (or any remaining portion thereof). Subject Executive shall be solely responsible for all matters relating to Section 6(ccontinuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. Executive shall notify the Company immediately if Executive becomes eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment; (iv) Executive shall be entitled to accelerated vesting on the Release Effective Date of such number of outstanding and unvested time-based Stock Awards as would have vested during the twelve (12) months following Executive’s Involuntary Termination had Executive continued in employment or service with the Company during such period (and, for the avoidance of doubt, the accelerated vesting of any Stock Awards that are performance-based shall be governed by the terms of the applicable equity plan and stock award agreement pursuant to which they were granted); (v) Executive shall be entitled to exercise any vested Stock Awards (including any Stock Awards the vesting of which is accelerated pursuant to Sections 4(b)(iv) and 4(b)(vi)) for twelve (12) months after the date of Executive’s Involuntary Termination (but in no event beyond the original outside expiration date of such Stock Awards); and (vi) In the event Executive’s Involuntary Termination occurs during the period beginning two (2) months prior to the effective date of a Change in Control and ending twelve (12) months after such effective date, then, in addition to the severance benefits under Sections (4)(b)(ii) and 4(b)(v), the amounts payable pursuant to clause (iseverance payments and benefits set forth in Sections 4(b)(i), 4(b)(iii) and 4(b)(iv) above shall be increased as follows: (A) the reference to eighteen (18) months in Section 4(b)(i) shall be increased to twenty-four (24) months, and such amount shall be payable as set forth in a lump sum within five Section 4(b)(i), (5B) days following the reference to eighteen (18) months in Section 4(b)(iii) shall be increased to twenty-four (24) months, and (C) all of Executive’s time-based Stock Awards shall vest on an accelerated basis effective as of the later of (x) the Release Effective Date or (y) the date Employee's Release becomes effective of such Change in Control (and, for the avoidance of doubt, the accelerated vesting of any Stock Awards that are performance-based shall be governed by the terms of the applicable equity plan and irrevocablestock award agreement pursuant to which they were granted). The foregoing provisions are hereby deemed to be a part of each Stock Award (and, for the avoidance of doubt, if any Stock Award is subject to more favorable vesting pursuant to any agreement or plan regarding such Stock Award, such more favorable provisions shall continue to apply and shall not be limited by this Section 4(b)).

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary Termination, Subject to Sections 5(e) and subject to the limitations set forth in 10(p) and Executive’s continued compliance with Section 6, then in addition to any accrued but unpaid Annual Salaryif Executive’s employment is Involuntarily Terminated, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below, which, with respect to clause (ii) and the last sentence of clause (iii) (if applicable) will be payable in a lump sum within ten (10) days following the effective date of Executive’s Release (as follows: hereinafter defined): (i) the Company shall pay to Employee in one lump sum an amount equal to (A) twelve (12) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination; plus (B) any accrued Executive her fully earned but unpaid bonus for the calendar year preceding Employee’s terminationbase salary, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employee’s Target Bonus for the year in which when due, through the date of EmployeeExecutive’s Involuntary Termination occurs; (ii) full acceleration of the vesting of all equity awards held by Employee at the time rate then in effect (without regard to any reduction in salary that gave rise to an event of the Involuntary TerminationGood Reason), including plus all other benefits, if any, under any optionsCompany group retirement plan, restricted stocknonqualified deferred compensation plan, restricted stock units equity award plan or agreement, health benefits plan or other awards; and (iii) reimbursement for the cost of continuation of health insurance benefits provided Company group benefit plan to Employee immediately prior to the Involuntary Termination which Executive may be entitled pursuant to the terms of such plans or agreements at the Consolidated Omnibus Budget Reconciliation Act time of 1985, as amended (“COBRA”) or other applicable law through the earliest to occur of (A) twelve (12) months following the Executive’s Involuntary Termination, ; (Bii) Executive shall be entitled to receive severance pay in an amount equal to the base salary payable to Executive under Section 3(a) of this Agreement from the date Employee becomes eligible for coverage under health and/or dental plans of another employer, or (C) Executive’s Involuntary Termination until the date upon which Employee is no longer eligible for one year anniversary of such COBRA or other benefits under applicable law Involuntary Termination (the “COBRA Coverage Severance Period”); (iii) During the Severance Period (or, if earlier, until the date on which the applicable continuation period under COBRA expires), the Company shall arrange to provide Executive and her eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Involuntary Termination with health (including medical, dental and vision) insurance benefits substantially similar to those provided to Executive and her dependents immediately prior to the date of such Involuntary Termination. If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, (as amended (the “Code”defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements continued health insurance benefits as set forth in clause (iii) above, the Company shall instead pay to Employee Executive an amount equal to (A) the foregoing number of months from the date of Executive’s Involuntary Termination until the end of the Employment Term, as appropriate multiplied by (B) the monthly amount premium Executive would be required to pay for continuation coverage pursuant to COBRA for Executive and her eligible dependents who were covered under the Company’s health plans as of the date of Executive’s Involuntary Termination (calculated by reference to the premium as of the date of Involuntary Termination); and (iv) That portion of the Stock Awards that would have vested over the Severance Period shall be automatically accelerated so as to be immediately vested as of the date of Involuntary Termination and, subject to the terms of the applicable equity plan and award agreement, any vested options or similar award (e.g., a taxable monthly payment for stock appreciation right) may be exercised at any time during the COBRA Coverage Severance Period (subject to earlier termination (A) in connection with a recapitalization or any remaining portion thereof). Subject similar transaction pursuant to Section 6(cthe Company’s equity incentive plans governing such Stock Awards or (B) the contractual term of the Stock Award), the amounts payable pursuant to clause (i) above shall be payable in a lump sum within five (5) days following or if longer, through the date Employee's Release becomes effective and irrevocablesuch vested options or similar award are exercisable under the terms of the applicable Stock Award.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, and subject to the limitations set forth in Section 6if Executive’s employment is Involuntarily Terminated, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits as follows: to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (i) the Company shall pay to Employee in one lump sum an amount equal to (A) twelve (12) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination; plus (B) any accrued Executive his fully earned but unpaid bonus for the calendar year preceding Employee’s terminationbase salary, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employee’s Target Bonus for the year in which when due, through the date of EmployeeExecutive’s Involuntary Termination occurs; (ii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Terminationrate then in effect, including all accrued but unused PTO, plus all other benefits, if any, under any optionsCompany group retirement plan, restricted stocknonqualified deferred compensation plan, restricted stock units equity award plan or agreement (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by Section 3(g) above), health benefits plan or other awards; and (iii) reimbursement for the cost of continuation of health insurance benefits provided Company group benefit plan to Employee immediately prior to the Involuntary Termination which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Involuntary Termination (the “Accrued Obligations”); (ii) Executive shall be entitled to receive severance pay in an amount equal to six (6) multiplied by Executive’s monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination, which amount will be payable in cash in a lump sum within ten (10) days following the effective date of Executive's Release (as defined below); and (iii) for the period beginning on the date of Executive’s Involuntary Termination and ending on the date which is six (6) full months following the date of Executive’s Involuntary Termination (or, if earlier, (A) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B) the date Employee Executive becomes eligible for to receive the equivalent or increased healthcare coverage under health and/or dental plans of another from a subsequent employer) (such period, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”), if Executive and his eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Involuntary Termination elect to have COBRA coverage and are eligible for such coverage, the Company shall directly pay or reimburse Executive on a monthly basis for an amount equal to (1) the monthly premium Executive is required to pay for continuation coverage pursuant to COBRA for Executive and his eligible dependents who were covered under the Company’s health plans as of the date of Executive’s Involuntary Termination (calculated by reference to the premium as of the date of Executive’s Involuntary Termination) less (2) the amount US-DOCS\109442666.4 Executive would have had to pay to receive group health coverage for Executive and his covered dependents based on the cost sharing levels in effect on the date of Executive’s Involuntary Termination. If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, (as amended (the “Code”defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee Executive the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject Executive shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. Executive shall notify the Company immediately if Executive becomes eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment. (iv) Notwithstanding anything to the contrary in this Section 6(c4(b), and subject to Sections 4(d) and 9(o) and Executive's continued compliance with Section 5, in the amounts payable pursuant event of Executive's Involuntary Termination during the twelve (12) month period following a Change in Control, (A) the references to six (6) months in clauses (ii) and (iii) shall be increased to twelve (12) months, and (B) Executive shall be entitled to receive, in addition to the severance benefits described in clauses (ii) and (iii) above (as modified by this clause (i) above shall be iv)), an amount equal to Executive’s Target Bonus for the year in which Executive's Involuntary Termination occurs, pro-rated to reflect the portion of such year that has elapsed prior to the date of Executive's Involuntary Termination, payable in cash in a lump sum within five ten (510) days following the effective date Employeeof Executive's Release becomes effective and irrevocableRelease.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, and subject to the limitations set forth in Section 6if Executive’s employment is Involuntarily Terminated, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits as followsto which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (i) the Company shall pay to Employee Executive her fully earned but unpaid base salary, when due, through the date of Executive’s Involuntary Termination at the rate then in one lump sum effect, accrued and unused PTO, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other Company group benefit plan to which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Involuntary Termination (the “Accrued Obligations”); and (ii) Executive shall be entitled to receive severance pay in an amount equal to (A) twelve (12) months of EmployeeExecutive’s Annual Salary that Employee was receiving monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination, multiplied by (B) nine (9), which amount shall be payable in a lump sum sixty (60) days following Executive’s Involuntary Termination; plus and (Biii) any accrued but unpaid bonus for the calendar year preceding Employee’s termination, Executive shall be entitled to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employeereceive Executive’s Target Bonus for the year in which the date of EmployeeExecutive’s Involuntary Termination occurs; (ii) full acceleration , prorated for the portion of the vesting year that has expired prior to the date of all equity awards held by Employee at the time of the Executive’s Involuntary Termination, including any options, restricted stock, restricted stock units or other awardswhich amount shall be payable in a lump sum sixty (60) days following Executive’s Involuntary Termination; and (iiiiv) reimbursement for the cost period beginning on the date of continuation of health insurance benefits provided to Employee immediately prior to the Executive’s Involuntary Termination pursuant to and ending on the terms date which is nine (9) full months following the date of Executive’s Involuntary Termination (or, if earlier, (A) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B) the date Employee Executive becomes eligible for to receive the equivalent or increased healthcare coverage under health and/or dental plans by means of another employersubsequent employment or self-employment) (such period, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”5 US-DOCS\117462942.3 (A) in the event of Executive’s Involuntary Termination within eighteen (18) months following a Change in Control, (1) the references to nine (9) months in clauses (ii) and (iv) shall be increased to twelve (12) months, and (2) the Target Bonus payable pursuant to clause (iii) shall not be subject to proration, which amounts shall be payable as provided in clauses (ii). If , (iii) and (iv) above, and (B) in the event of Executive’s Involuntary Termination at any time following a Change in Control, all of the CompanyExecutive’s health benefits are self-funded Stock Awards will vest on an accelerated basis effective as of the date of EmployeeExecutive’s Involuntary Termination. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award (and, for the avoidance of doubt, if any Stock Award is subject to more favorable vesting pursuant to any agreement or if the Company canplan regarding such Stock Award, such more favorable provisions shall continue to apply and shall not provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements as set forth in be limited by this clause (iii) above, the Company shall instead pay to Employee the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereofv). Subject to Section 6(c), the amounts payable pursuant to clause (i) above shall be payable in a lump sum within five (5) days following the date Employee's Release becomes effective and irrevocable.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, and subject to the limitations set forth in Section 6if Executive’s employment is Involuntarily Terminated, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits as follows: to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (i) the Company shall pay to Employee in one lump sum an amount equal to (A) twelve (12) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination; plus (B) any accrued Executive his or her fully earned but unpaid bonus for the calendar year preceding Employee’s terminationbase salary, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employee’s Target Bonus for the year in which when due, through the date of EmployeeExecutive’s Involuntary Termination occurs; (ii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Terminationrate then in effect, including accrued and unused PTO, plus all other benefits, if any, under any optionsCompany group retirement plan, restricted stocknonqualified deferred compensation plan, restricted stock units equity award plan or agreement (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by Section 3(g) above), health benefits plan or other awards; and (iii) reimbursement for the cost of continuation of health insurance benefits provided Company group benefit plan to Employee immediately prior to the Involuntary Termination which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Involuntary Termination (the “Accrued Obligations”); (ii) Executive shall be entitled to receive severance pay in an amount equal to six (6) multiplied by Executive’s monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination, which amount shall be payable in a lump sum sixty (60) days following Executive’s Involuntary Termination; and (iii) for the period beginning on the date of Executive’s Separation from Service and ending on the date which is six (6) full months following the date of Executive’s Separation from Service (or, if earlier, (1) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B2) the date Employee Executive becomes eligible for to receive the equivalent or increased healthcare coverage under health and/or dental plans by means of another employersubsequent employment or self-employment) (such period, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”), if Executive and/or his or her eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Separation from Service elect to have COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse Executive on a monthly basis for an amount equal to (A) the monthly premium Executive and/or his or her covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for Executive and/or his or her eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of Executive’s Separation from Service (calculated by reference to the premium as of the date of Executive’s Separation from Service) less (B) the amount Executive would have had to pay to receive group health coverage for Executive and/or his or her covered dependents, as applicable, based on the cost sharing levels in effect on the date of Executive’s Separation from Service. If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary TerminationSeparation from Service, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, (as amended (the “Code”defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee Executive the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject Executive shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. Executive shall notify the Company immediately if Executive becomes eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment. (iv) Notwithstanding anything to the contrary in this Section 6(c4(b), and subject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, in the amounts payable pursuant event of Executive’s Involuntary Termination within twelve (12) months following a Change in Control, Executive shall be entitled to clause receive, in addition to the severance benefits described in clauses (i), (ii) above and (iii) above, an amount equal to Executive’s target bonus for the year in which Executive’s Involuntary Termination occurs, prorated for the portion of the year that has expired prior to the date of Executive’s Involuntary Termination, which amount shall be payable in a lump sum within five sixty (560) days following the date Employee's Release becomes effective and irrevocableExecutive’s Involuntary Termination.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, and subject to the limitations set forth in Section 6if Executive’s employment is Involuntarily Terminated, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits as follows: to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (i) the Company shall pay to Employee Executive her fully earned but unpaid base salary, when due, through the date of Executive’s Involuntary Termination at the rate then in one lump sum effect, accrued and unused PTO, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other Company group benefit plan to which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Involuntary Termination (the “Accrued Obligations”); (ii) Executive shall be entitled to receive severance pay in an amount equal to (A) twelve (12) months of EmployeeExecutive’s Annual Salary that Employee was receiving monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination; plus , multiplied by (B) any accrued but unpaid bonus for the calendar year preceding Employeetwelve (12), which amount shall be payable in a lump sum sixty (60) days following Executive’s termination, Involuntary Termination; (iii) Executive shall be entitled to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employeereceive Executive’s Target Bonus for the year in which the date of EmployeeExecutive’s Involuntary Termination occurs; (ii) full acceleration , prorated for the portion of the vesting year that has elapsed prior to the date of all equity awards held by Employee at the time of the Executive’s Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; and which amount shall be payable in a lump sum sixty (iii60) reimbursement days following Executive’s Involuntary Termination; (iv) for the cost period beginning on the date of continuation of health insurance benefits provided to Employee immediately prior to the Executive’s Involuntary Termination pursuant to and ending on the terms date which is twelve (12) full months following the date of Executive’s Involuntary Termination (or, if earlier, (A) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B) the date Employee Executive becomes eligible for to receive the equivalent or increased healthcare coverage under health and/or dental plans by means of another employersubsequent employment or self-employment) (such period, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”), if Executive and/or her eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Involuntary Termination elect to have COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse Executive on a monthly basis for an amount equal to (1) the monthly premium Executive and/or her covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for Executive and/or her eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of Executive’s Involuntary Termination (calculated by reference to the premium as of the date of Executive’s Involuntary Termination) less (2) the amount Executive would have had to pay to receive group health coverage for Executive and/or her covered dependents, as applicable, based on the cost sharing levels in effect on the date of Executive’s Involuntary Termination. If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, (as amended (the “Code”defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee Executive the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject Executive shall be solely responsible for all matters relating to Section 6(ccontinuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. Executive shall notify the Company immediately if Executive becomes eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment; and (v) In addition to the benefits in clauses (i), (ii) and (iv) above, (A) in the amounts event of Executive’s Involuntary Termination within three months prior to or within eighteen (18) months following a Change in Control, the Target Bonus payable pursuant to clause (iiii) above shall not be subject to proration, which amount shall be payable as follows: (1) the portion of such amount that represents Executive’s Target Bonus for the year in which Executive’s Involuntary Termination occurs, prorated for the portion of the year that has elapsed prior to the date of Executive’s Involuntary Termination, shall be payable in a lump sum within five sixty (560) days following Executive’s Involuntary Termination, and (2) any additional amount due to Executive equal to Executive’s full Target Bonus for the year in which Executive’s Involuntary Termination occurs, less the amount in clause (1), shall be payable in a lump sum on the later of (x) sixty (60) days following Executive’s Involuntary Termination, or (y) the date Employee's Release becomes of the Change in Control, and (B) in the event of Executive’s Involuntary Termination within three months prior to or at any time following a Change in Control, all of Executive’s Stock Awards will vest on an accelerated basis effective as of the later of (1) the date of Executive’s Involuntary Termination or (2) the date of the Change in Control. The foregoing provision (B) is hereby deemed to be a part of each Stock Award and irrevocableto supersede any less favorable provision in any agreement or plan regarding such Stock Award (and, for the avoidance of doubt, if any Stock Award is subject to more favorable vesting pursuant to any agreement or plan regarding such Stock Award, such more favorable provisions shall continue to apply and shall not be limited by this clause (v)).

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, and subject to the limitations set forth in Section 6if Executive’s employment is Involuntarily Terminated, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits as followsto which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (i) the Company shall pay to Employee Executive his fully earned but unpaid base salary, when due, through the date of Executive’s Involuntary Termination at the rate then in one lump sum effect, accrued and unused PTO, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other Company group benefit plan to which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Involuntary Termination (the “Accrued Obligations”); (ii) Executive shall be entitled to receive severance pay in an amount equal to (A) twelve (12) months of EmployeeExecutive’s Annual Salary that Employee was receiving monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination, multiplied by (B) nine (9), which amount shall be payable in a lump sum sixty (60) days following Executive’s Involuntary Termination; plus (Biii) any accrued but unpaid bonus for the calendar year preceding Employee’s termination, Executive shall be entitled to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employeereceive Executive’s Target Bonus for the year in which the date of EmployeeExecutive’s Involuntary Termination occurs; (ii) full acceleration , prorated for the portion of the vesting year that has elapsed prior to the date of all equity awards held by Employee at the time of the Executive’s Involuntary Termination, including any options, restricted stock, restricted stock units or other awardswhich amount shall be payable in a lump sum sixty (60) days following Executive’s Involuntary Termination; and (iiiiv) reimbursement for the cost period beginning on the date of continuation of health insurance benefits provided to Employee immediately prior to the Executive’s Involuntary Termination pursuant to and ending on the terms date which is nine (9) full months following the date of Executive’s Involuntary Termination (or, if earlier, (A) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B) the date Employee Executive becomes eligible for to receive the equivalent or increased healthcare coverage under health and/or dental plans by means of another employersubsequent employment or self-employment) (such period, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”), if Executive and/or his eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Involuntary Termination elect to have COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse Executive on a monthly basis for an amount equal to (1) the monthly premium Executive and/or his covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for Executive and/or his eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of Executive’s Involuntary Termination (calculated by reference to the premium as of the date of Executive’s Involuntary Termination) less (2) the amount Executive would have had to pay to receive group health coverage for Executive and/or his covered dependents, as applicable, based on the cost sharing levels in effect on the date of Executive’s Involuntary Termination. If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, (as amended (the “Code”defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee Executive the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject Executive shall be (A) in the event of Executive’s Involuntary Termination within eighteen (18) months following a Change in Control, (1) the references to Section 6(c)nine (9) months in clauses (ii) and (iv) shall be increased to twelve (12) months, and (2) the amounts Target Bonus payable pursuant to clause (iiii) above shall not be subject to proration, which amounts shall be payable as provided in clauses (ii), (iii) and (iv) above, and (B) in the event of Executive’s Involuntary Termination at any time following a lump sum within five (5) days following Change in Control, all of Executive’s Stock Awards will vest on an accelerated basis effective as of the date Employee's Release becomes effective of Executive’s Involuntary Termination. The foregoing provision (B) is hereby deemed to be a part of each Stock Award and irrevocableto supersede any less favorable provision in any agreement or plan regarding such Stock Award (and, for the avoidance of doubt, if any Stock Award is subject to more favorable vesting pursuant to any agreement or plan regarding such Stock Award, such more favorable provisions shall continue to apply and shall not be limited by this clause (v)).

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(e) and 9(o) and Executive’s continued compliance with Section 5, and subject to the limitations set forth in Section 6if Executive’s employment is Involuntarily Terminated, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits as follows: to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below, which, with respect to clause (ii) below will be payable in a lump sum within ten (10) days following the effective date of Executive’s Release: (i) the Company shall pay to Employee Executive his fully earned but unpaid base salary, when due, through the date of Executive’s Involuntary Termination at the rate then in one lump sum effect, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by Section 3(g) above), health benefits plan or other Company group benefit plan to which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Involuntary Termination; (ii) Executive shall be entitled to receive severance pay in an amount equal to twelve (12) multiplied by Executive’s monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination; and (iii) for the COBRA Coverage Period, if Executive and his eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Involuntary Termination elect to have COBRA coverage and are eligible for such coverage, the Company shall reimburse Executive on a monthly basis for an amount equal to (A) twelve (12) months the monthly premium Executive is required to pay for continuation coverage pursuant to COBRA for Executive and his eligible dependents who were covered under the Company’s health plans as of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination; plus (B) any accrued but unpaid bonus for the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employee’s Target Bonus for the year in which the date of EmployeeExecutive’s Involuntary Termination occurs; (ii) full acceleration calculated by reference to the premium as of the vesting date of all equity awards held by Employee at the time of the Executive’s Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; and (iii) reimbursement for the cost of continuation of health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, less (B) the date Employee becomes eligible amount Executive would have had to pay to receive group health coverage for coverage under health and/or dental plans of another employer, or (C) Executive and his covered dependents based on the cost sharing levels in effect on the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”)of Executive’s Involuntary Termination. If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, (as amended (the “Code”defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee Executive the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject Executive shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. (iv) Notwithstanding anything to the contrary in this Section 6(c4(c), and subject to Sections 4(e) and 9(o) and Executive's continued compliance with Section 5, in the amounts payable pursuant event of Executive's Involuntary Termination during the period commencing sixty (60) days prior to clause a Change in Control and continuing until twelve (12) months following a Change in Control, Executive shall be entitled to receive, in addition to the severance benefits described in clauses (i), (ii) above and (iii) above, an amount equal to Executive’s Bonus for the year in which Executive’s Involuntary Termination occurs, which amount shall be payable in a lump sum within five ten (510) days following the later of (A) the effective date Employee's of Executive’s Release becomes effective and irrevocable(B) the date of the Change in Control.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary Termination, and subject to the limitations set forth in Section 6, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will be entitled to receive severance benefits as follows: (i) the Company shall pay to Employee in one lump sum an amount equal to (A) twelve (12) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination; plus (B) any accrued but unpaid bonus for the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employee’s Target Bonus average of the bonuses paid by the Company to Employee for services during each of the year in three most recent fiscal years (or such shorter period of time during which Employee was eligible for a bonus) prior to the date of Employee’s the Involuntary Termination occurs(and, to the extent Employee was not employed for an entire fiscal year, the bonus received by Employee for such fiscal year shall be annualized for purposes of the preceding calculation); (ii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; and (iii) reimbursement for the cost of continuation of health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B) the date Employee becomes eligible for coverage under health and/or dental plans of another employer, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “"COBRA Coverage Period”"). If any of the Company’s health benefits are self-funded as of the date of Employee’s 's Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements as set forth in clause (iiiii) above, the Company shall instead pay to Employee the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject to Section 6(c), the amounts payable pursuant to clause (i) above shall be payable in a lump sum within five (5) days following the date Employee's Release becomes effective and irrevocable.. SD\1549610.2

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(d), 4(h) and subject to the limitations set forth in 10(o) and Executive’s continued compliance with Section 65, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will if Executive’s employment is Involuntarily Terminated Executive shall be entitled to receive severance receive, the benefits as follows: provided below: (i) the Company shall pay to Employee Executive his fully earned but unpaid base salary, when due, through the date of Executive’s Involuntary Termination at the rate then in one lump sum effect, accrued and unused PTO, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other Company group benefit plan to which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Involuntary Termination (the “Accrued Obligations”); (ii) Executive shall be entitled to receive a termination benefit in an amount equal to the sum of (A) twelve (12) months of EmployeeExecutive’s Annual Salary that Employee was receiving annual base salary as in effect immediately prior to the date of Executive’s Involuntary Termination; , plus (B) any accrued but unpaid bonus for the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the EmployeeExecutive’s Target Bonus for the fiscal year in which such termination occurs (together, the “Termination Payment”). The Termination Payment shall be paid to Executive in substantially equal installments, in each case, payable in accordance with the Company’s usual pay practices (and in any event no less frequently than monthly) during the twelve (12) month period beginning on the date Executive’s service terminates (the “Termination Period”); provided, that no such payment shall be made prior to the date on which the Release (as defined below) becomes effective and irrevocable (the “Release Effective Date”) (and the initial payment will include any payments that would otherwise have been paid prior to the effectiveness of the Release in accordance with the foregoing schedule), and, if the aggregate period during which Executive is entitled to consider and/or revoke the Release spans two (2) calendar years, no Termination Payment payments shall be made prior to the beginning of the second (2nd) such calendar year and any payments otherwise payable prior thereto (if any) shall instead be paid on the first regularly scheduled Company payment date occurring in the latter such calendar year (or, if later, the first regularly scheduled Company payment date occurring after the Release becomes irrevocable); further provided, that if Executive is also eligible for Garden Leave Payments under the Proprietary Information and Inventions Assignment Agreement (as defined below), then, each Termination Payment installment will be reduced by the amount of such Garden Leave Payments paid to Executive during the same pay period such installment is paid; (iii) for the period beginning on the date of EmployeeExecutive’s Involuntary Termination occurs; and ending on the date which is twelve (ii12) full acceleration months following the date of the vesting of all equity awards held by Employee at the time of the Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; and (iii) reimbursement for the cost of continuation of health insurance benefits provided to Employee immediately prior to the Executive’s Involuntary Termination pursuant to (or, if earlier, (A) the terms of date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B) the date Employee Executive becomes eligible for to receive the equivalent or increased healthcare coverage under health and/or dental plans by means of another employersubsequent employment or self-employment) (such period, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”), if Executive and/or his eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Involuntary Termination elect to have COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse Executive on a monthly basis for an amount equal to (1) the monthly premium Executive and/or his covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for Executive and/or his eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of Executive’s Involuntary Termination (calculated by reference to the premium as of the date of Executive’s Involuntary Termination) less (2) the amount Executive would have had to pay to receive group health coverage for Executive and/or his covered dependents, as applicable, based on the cost sharing levels in effect on the date of Executive’s Involuntary Termination. If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee Executive the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject Executive shall be solely responsible for all matters relating to Section 6(c)continuation of coverage pursuant to COBRA, including, without limitation, the amounts payable pursuant election of such coverage and the timely payment of premiums. Executive shall notify the Company immediately if Executive becomes eligible to clause receive the equivalent or increased healthcare coverage by means of subsequent employment or self- employment; and (iiv) above shall be payable in a lump sum within five Executive’s outstanding and unvested Stock Awards will vest on an accelerated basis on the Release Effective Date with respect to the number of Stock Awards that would have vested over the twelve (5) days 12)-month period immediately following the date Employee's of Executive’s Involuntary Termination had Executive remained employed with the Company during such twelve (12)-month period (the “Accelerated Vesting”). For clarity, each Stock Award shall remain payable at such time or times as set forth in the applicable Stock Award agreement, notwithstanding the Accelerated Vesting, and all Stock Awards that have not vested on the date of Executive’s Involuntary Termination and which are not eligible to vest on the Release becomes effective Effective Date under the Accelerated Vesting shall be canceled and irrevocableforfeited without payment on the date of Executive’s Involuntary Termination.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, and subject to the limitations set forth in Section 6if Executive’s employment is Involuntarily Terminated, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits as follows: to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (i) the Company shall pay to Employee in one lump sum an amount equal to (A) twelve (12) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination; plus (B) any accrued Executive his fully earned but unpaid bonus for the calendar year preceding Employee’s terminationbase salary, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employee’s Target Bonus for the year in which when due, through the date of EmployeeExecutive’s Involuntary Termination occurs; (ii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Terminationrate then in effect, including all accrued but unused PTO, plus all other benefits, if any, under any optionsCompany group retirement plan, restricted stocknonqualified deferred compensation plan, restricted stock units equity award plan or agreement (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by Section 3(g) above), health benefits plan or other awards; and (iii) reimbursement for the cost of continuation of health insurance benefits provided Company group benefit plan to Employee immediately prior to the Involuntary Termination which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Involuntary Termination (the “Accrued Obligations”); (ii) Executive shall be entitled to receive severance pay in an amount equal to six (6) multiplied by Executive’s monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination, which amount will be payable in cash in a lump sum within ten (10) days following the effective date of Executive's Release (as defined below); and (iii) for the period beginning on the date of Executive’s Involuntary Termination and ending on the date which is six (6) full months following the date of Executive’s Involuntary Termination (or, if earlier, (A) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B) the date Employee Executive becomes eligible for to receive the equivalent or increased healthcare coverage under health and/or dental plans of another from a subsequent employer) (such period, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”), if Executive and his eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Involuntary Termination elect to have COBRA coverage and are eligible for such coverage, the Company shall directly pay or reimburse Executive on a monthly basis for an amount equal to (1) the monthly premium Executive is required to pay for continuation coverage pursuant to COBRA for Executive and his eligible dependents who were covered under the Company’s health plans as of the date of Executive’s Involuntary Termination (calculated by reference to the premium as of the date of Executive’s Involuntary Termination) less (2) the amount Executive would have had to pay to receive group health coverage for Executive and his covered dependents based on the cost sharing levels in effect on the date of Executive’s Involuntary Termination. If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, (as amended (the “Code”defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee Executive the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject Executive shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. Executive shall notify the Company immediately if Executive becomes eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment. (iv) Notwithstanding anything to the contrary in this Section 6(c4(b), and subject to Sections 4(d) and 9(o) and Executive's continued compliance with Section 5, in the amounts payable pursuant event of Executive's Involuntary Termination during the ninety (90) days prior to, or twelve (12) month period following, a Change in Control: (A) the reference to six (6) months in clause (iii) above shall be increased to twelve (12) months, and Executive's severance pay under clause (ii) shall be payable as follows: (1) an amount equal to six (6) multiplied by Executive’s monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination shall be payable in cash in a lump sum within five ten (510) days following the effective date Employeeof Executive's Release; and (2) an amount equal to six (6) multiplied by Executive’s monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination shall be payable in cash in a lump sum within ten (10) days following the later of (x) the effective date of Executive's Release becomes (as defined below), and (y) the date of the Change in Control; (B) the reference to six (6) months in clause (iii) shall be increased to twelve (12) months; and (C) Executive shall be entitled to receive, in addition to the severance benefits described in clauses (ii) and (iii) above (as modified by this clause (iv)), an amount equal to Executive’s Target Bonus for the year in which Executive's Involuntary Termination occurs, pro-rated to reflect the portion of such year that has elapsed prior to the date of Executive's Involuntary Termination, payable in cash in a lump sum within ten (10) days following the later of (1) the effective and irrevocabledate of Executive's Release or (2) the date of the Change in Control.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, and subject to the limitations set forth in Section 6if Executive’s employment is Involuntarily Terminated, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits as follows: to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (i) the Company shall pay to Employee Executive her fully earned but unpaid base salary, when due, through the date of Executive’s Involuntary Termination at the rate then in one lump sum effect, accrued and unused PTO, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other Company group benefit plan to which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Involuntary Termination (the “Accrued Obligations”); (ii) Executive shall be entitled to receive severance pay in an amount equal to (A) twelve (12) months of EmployeeExecutive’s Annual Salary that Employee was receiving monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination; plus , multiplied by (B) any accrued but unpaid bonus for the calendar year preceding Employeeeighteen (18), which amount shall be payable in a lump sum sixty (60) days following Executive’s termination, Involuntary Termination; (iii) Executive shall be entitled to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employeereceive Executive’s Target Bonus for the year in which the date of EmployeeExecutive’s Involuntary Termination occurs; (ii) full acceleration , prorated for the portion of the vesting year that has expired prior to the date of all equity awards held by Employee at the time of the Executive’s Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; and which amount shall be payable in a lump sum sixty (iii60) reimbursement days following Executive’s Involuntary Termination; (iv) for the cost period beginning on the date of continuation of health insurance benefits provided to Employee immediately prior to the Executive’s Involuntary Termination pursuant to and ending on the terms date which is eighteen (18) full months following the date of Executive’s Involuntary Termination (or, if earlier, (A) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B) the date Employee Executive becomes eligible for to receive the equivalent or increased healthcare coverage under health and/or dental plans by means of another employersubsequent employment or self-employment) (such period, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”), if Executive and/or her eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Involuntary Termination elect to have COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse Executive on a monthly basis for an amount equal to (1) the monthly premium Executive and/or her covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for Executive and/or her eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of Executive’s Involuntary Termination (calculated by reference to the premium as of the date of Executive’s Involuntary Termination) less (2) the amount Executive would have had to pay to receive group health coverage for Executive and/or her covered dependents, as applicable, based on the cost sharing levels in effect on the date of Executive’s Involuntary Termination. If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, (as amended (the “Code”defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee Executive the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject Executive shall be solely responsible for all matters relating to Section 6(c)continuation of coverage pursuant to COBRA, including, without limitation, the amounts payable pursuant election of such coverage and the timely payment of premiums. Executive shall notify the Company immediately if Executive becomes eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment. (v) (A) in the event of Executive’s Involuntary Termination within eighteen (18) months following a Change in Control, (1) in lieu of the amount in clause (iiii) above above, Executive shall be entitled to receive an amount equal to one-and-a-half times (1.5x) Executive’s Target Bonus for the year in which Executive’s Involuntary Termination occurs, which amount shall be payable as provided in clause (iii) above, and (B) in the event of Executive’s Involuntary Termination at any time following a lump sum within five (5) days following Change in Control, all of Executive’s Stock Awards will vest on an accelerated basis effective as of the date Employee's Release becomes effective of Executive’s Involuntary Termination. The foregoing provisions are hereby deemed to be a part of each Stock Award and irrevocableto supersede any less favorable provision in any agreement or plan regarding such Stock Award (and, for the avoidance of doubt, if any Stock Award is subject to more favorable vesting pursuant to any agreement or plan regarding such Stock Award, such more favorable provisions shall continue to apply and shall not be limited by this clause (v)).

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(d) and 10(o) and Executive’s continued compliance with Section 5, and subject to the limitations set forth in Section 6if Executive’s employment is Involuntarily Terminated, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits as follows: to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (i) the Company shall pay to Employee in one lump sum an amount equal to (A) twelve (12) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination; plus (B) any accrued Executive his fully earned but unpaid bonus for the calendar year preceding Employee’s terminationbase salary, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employee’s Target Bonus for the year in which when due, through the date of EmployeeExecutive’s Involuntary Termination occurs; (ii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Terminationrate then in effect, including all accrued but unused PTO, plus all other benefits, if any, under any optionsCompany group retirement plan, restricted stocknonqualified deferred compensation plan, restricted stock units equity award plan or agreement (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by Section 3(g) above), health benefits plan or other awards; and (iii) reimbursement for the cost of continuation of health insurance benefits provided Company group benefit plan to Employee immediately prior to the Involuntary Termination which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Involuntary Termination (the “Accrued Obligations”); (ii) Executive shall be entitled to receive severance pay in an amount equal to six (6) multiplied by Executive’s monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination, which amount will be payable in cash in a lump sum within ten (10) days following the effective date of Executive's Release (as defined below); and (iii) for the period beginning on the date of Executive’s Involuntary Termination and ending on the date which is six (6) full months following the date of Executive’s Involuntary Termination (or, if earlier, (A) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B) the date Employee Executive becomes eligible for to receive the equivalent or increased healthcare coverage under health and/or dental plans of another from a subsequent employer) (such period, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”), if Executive and his eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Involuntary Termination elect to have COBRA coverage and are eligible for such coverage, the Company shall directly pay or reimburse Executive on a monthly basis for an amount equal to (1) the monthly premium Executive is required to pay for continuation coverage pursuant to COBRA for Executive and his eligible dependents who were covered under the Company’s health plans as of the date of Executive’s Involuntary Termination (calculated by reference to the premium as of the date of Executive’s Involuntary Termination) less (2) the amount Executive would have had to pay to receive group health coverage for Executive and his covered dependents based on the cost sharing levels in effect on the date of Executive’s Involuntary Termination. If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that US-DOCS\110686432.1 is exempt from Section 409A of the Internal Revenue Code of 1986, (as amended (the “Code”defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee Executive the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject Executive shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. Executive shall notify the Company immediately if Executive becomes eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment. (iv) Notwithstanding anything to the contrary in this Section 6(c4(b), and subject to Sections 4(d) and 10(o) and Executive's continued compliance with Section 5, in the amounts payable pursuant event of Executive's Involuntary Termination during the ninety (90) days prior to, or twelve (12) month period following, a Change in Control: (A) the reference to six (6) months in clause (iii) above shall be increased to twelve (12) months, and Executive's severance pay under clause (ii) shall be payable as follows: (1) an amount equal to six (6) multiplied by Executive’s monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination shall be payable in cash in a lump sum within five ten (510) days following the effective date Employeeof Executive's Release; and (2) an amount equal to six (6) multiplied by Executive’s monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination shall be payable in cash in a lump sum within ten (10) days following the later of (x) the effective date of Executive's Release becomes (as defined below), and (y) the date of the Change in Control; (B) the reference to six (6) months in clause (iii) shall be increased to twelve (12) months; and (C) Executive shall be entitled to receive, in addition to the severance benefits described in clauses (ii) and (iii) above (as modified by this clause (iv)), an amount equal to Executive’s Target Bonus for the year in which Executive's Involuntary Termination occurs, pro-rated to reflect the portion of such year that has elapsed prior to the date of Executive's Involuntary Termination, payable in cash in a lump sum within ten (10) days following the later of (1) the effective and irrevocabledate of Executive's Release or (2) the date of the Change in Control.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, and subject to the limitations set forth in Section 6if Executive’s employment is Involuntarily Terminated, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits as follows: to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (i) the Company shall pay to Employee in one lump sum an amount equal to (A) twelve (12) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination; plus (B) any accrued Executive his or her fully earned but unpaid bonus for the calendar year preceding Employee’s terminationbase salary, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employee’s Target Bonus for the year in which when due, through the date of EmployeeExecutive’s Involuntary Termination occurs; (ii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Terminationrate then in effect, including accrued and unused PTO, plus all other benefits, if any, under any optionsCompany group retirement plan, restricted stocknonqualified deferred compensation plan, restricted stock units equity award plan or agreement (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by Section 3(g) above), health benefits plan or other awards; and (iii) reimbursement for the cost of continuation of health insurance benefits provided Company group benefit plan to Employee immediately prior to the Involuntary Termination which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Involuntary Termination (the “Accrued Obligations”); (ii) Executive shall be entitled to receive severance pay in an amount equal to twelve (12) multiplied by Executive’s monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination, which amount shall be payable in a lump sum sixty (60) days following Executive’s Involuntary Termination; and (iii) for the period beginning on the date of Executive’s Separation from Service and ending on the date which is twelve (12) full months following the date of Executive’s Separation from Service (or, if earlier, (1) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B2) the date Employee Executive becomes eligible for to receive the equivalent or increased healthcare coverage under health and/or dental plans by means of another employersubsequent employment or self-employment) (such period, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”), if Executive and/or his or her eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Separation from Service elect to have COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse Executive on a monthly basis for an amount equal to (A) the monthly premium Executive and/or his or her covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for Executive and/or his or her eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of Executive’s Separation from Service (calculated by reference to the premium as of the date of Executive’s Separation from Service) less (B) the amount Executive would have had to pay to receive group health coverage for Executive and/or his or her covered dependents, as applicable, based on the cost sharing levels in effect on the date of Executive’s Separation from Service. If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary TerminationSeparation from Service, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, (as amended (the “Code”defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee Executive the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject Executive shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. Executive shall notify the Company immediately if Executive becomes eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment. (iv) Notwithstanding anything to the contrary in this Section 6(c4(b), and subject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, in the amounts payable pursuant event of Executive’s Involuntary Termination within twelve (12) months following a Change in Control, Executive shall be entitled to clause receive, in addition to the severance benefits described in clauses (i), (ii) above and (iii) above, an amount equal to (A) Executive’s target bonus for the year in which Executive’s Involuntary Termination occurs, which amount shall be payable in a lump sum within five sixty (560) days following the date Employee's Release becomes effective and irrevocableExecutive’s Involuntary Termination.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, and subject to the limitations set forth in Section 6if Executive’s employment is Involuntarily Terminated, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits as follows: to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (i) the Company shall pay to Employee Executive his or her fully earned but unpaid base salary, when due, through the date of Executive’s Involuntary Termination at the rate then in one lump sum effect, all accrued but unused PTO, plus all other amounts or benefits to which Executive is entitled under any compensation, retirement or benefit plan or practice of the Company at the time of termination in accordance with the terms of such plans or practices, including, without limitation, any continuation of benefits required by COBRA or applicable law; (ii) Executive shall be entitled to receive severance pay in an amount equal to the sum of (A) twelve (12) months of Employeemultiplied by Executive’s Annual Salary that Employee was receiving monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination; , plus (B) any accrued but unpaid bonus for the calendar year preceding Employee’s termination, an amount equal to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the EmployeeExecutive’s Target Bonus for the year in which the date of EmployeeExecutive’s Involuntary Termination occurs; , plus (iiC) full acceleration to the extent such Involuntary Termination occurs prior to the payment to Executive of his annual bonus for the vesting calendar year preceding the date of all equity awards held by Employee at the time of the such Involuntary Termination, including any optionsthe amount of his annual bonus for such completed calendar year (which amount for 2021 shall in no event be less than his Target Bonus for such year), restricted stock, restricted stock units or other awards; and plus (iiiD) reimbursement an amount equal to twelve (12) multiplied by the monthly premium Executive is required to pay for the cost of continuation of health insurance benefits provided to Employee immediately prior to the Involuntary Termination coverage pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for Executive and his or other applicable law through her eligible dependents who were covered under the earliest Company’s health plans as of the date of Executive’s Involuntary Termination (calculated by reference to occur the premium as of the date of Executive’s Involuntary Termination), which amounts will be payable in a lump sum within ten (10) days following the effective date of Executive’s Release; (iii) the vesting acceleration provided under Section 3(g) above; and (iv) Notwithstanding anything to the contrary in this Section 4(b), and subject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, in the event Executive’s Involuntary Termination occurs (A) during the period commencing on the Acquisition Agreement Date and ending on the closing of the resulting Change in Control, or (B) within twelve (12) months following the Involuntary Terminationa Change in Control, (B1) the date Employee becomes eligible references to twelve (12) months in clause (ii) above shall be increased to eighteen (18) months, and (2) Executive’s monthly base salary for coverage under health and/or dental plans purposes of another employer, or clause (Cii)(A) above shall be equal to the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law greater of (the “COBRA Coverage Period”). If any of the Companyx) Executive’s health benefits are self-funded monthly base salary as of in effect immediately prior to the date of EmployeeExecutive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A (y) Executive’s monthly base salary as of the Internal Revenue Code of 1986Acquisition Agreement Date, as amended (which amounts, to the “Code”) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 extent in excess of the Public Health Service Act), instead of providing the reimbursements as set forth in clause (iii) above, the Company shall instead pay amounts to Employee the foregoing monthly amount be paid to Executive as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject to Section 6(c), the amounts payable result of his Involuntary Termination pursuant to clause (iii) above above, shall be payable in a lump sum within five ten (510) days following the later of (A) the effective date Employee's of Executive’s Release becomes effective and irrevocable(B) the date of the Change in Control.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, and subject to the limitations set forth in Section 6if Executive’s employment is Involuntarily Terminated, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits as follows: to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (i) the Company shall pay to Employee Executive his fully earned but unpaid base salary, when due, through the date of Executive’s Involuntary Termination at the rate then in one lump sum effect, accrued and unused PTO, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other Company group benefit plan to which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Involuntary Termination (the “Accrued Obligations”); (ii) Executive shall be entitled to receive severance pay in an amount equal to (A) twelve (12) months of EmployeeExecutive’s Annual Salary that Employee was receiving monthly base salary as in effect immediately prior to the date of || Executive’s Involuntary Termination; plus , multiplied by (B) any accrued but unpaid bonus for the calendar year preceding Employeetwelve (12), which amount shall be payable in a lump sum sixty (60) days following Executive’s termination, Involuntary Termination; (iii) Executive shall be entitled to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employeereceive Executive’s Target Bonus for the year in which the date of EmployeeExecutive’s Involuntary Termination occurs; (ii) full acceleration , prorated for the portion of the vesting year that has expired prior to the date of all equity awards held by Employee at the time of the Executive’s Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; and which amount shall be payable in a lump sum sixty (iii60) reimbursement days following Executive’s Involuntary Termination; (iv) for the cost period beginning on the date of continuation of health insurance benefits provided to Employee immediately prior to the Executive’s Involuntary Termination pursuant to and ending on the terms date which is twelve (12) full months following the date of Executive’s Involuntary Termination (or, if earlier, (A) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B) the date Employee Executive becomes eligible for to receive the equivalent or increased healthcare coverage under health and/or dental plans by means of another employersubsequent employment or self-employment) (such period, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”), if Executive and/or his eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Involuntary Termination elect to have COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse Executive on a monthly basis for an amount equal to (1) the monthly premium Executive and/or his covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for Executive and/or his eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of Executive’s Involuntary Termination (calculated by reference to the premium as of the date of Executive’s Involuntary Termination) less (2) the amount Executive would have had to pay to receive group health coverage for Executive and/or his covered dependents, as applicable, based on the cost sharing levels in effect on the date of Executive’s Involuntary Termination. If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, (as amended (the “Code”defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee Executive the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject Executive shall be solely responsible for all matters relating to Section 6(c)continuation of coverage pursuant to COBRA, including, without limitation, the amounts election of such coverage and the timely payment of premiums. Executive shall notify the Company immediately if Executive becomes eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment. (v) (A) in the event of Executive’s Involuntary Termination within eighteen (18) months following a Change in Control, the Target Bonus payable pursuant to clause (iiii) above shall not be subject to proration, which amount shall be payable as provided in clause (iii) above, and (B) in the event of Executive’s Involuntary Termination at any time following a lump sum within five (5) days following Change in Control, all of Executive’s Stock Awards will vest on an accelerated basis effective as of the date Employee's Release becomes effective of Executive’s Involuntary Termination. The foregoing provisions are hereby deemed to be a part of each Stock Award and irrevocable.to supersede any less favorable provision in any agreement or plan regarding such Stock Award (and, for the avoidance of doubt, if any Stock Award is subject to more favorable vesting pursuant to any agreement or plan regarding such Stock Award, such more favorable provisions shall continue to apply and shall not be limited by this clause (v)). ||

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, and subject to the limitations set forth in Section 6if Executive’s employment is Involuntarily Terminated, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits as follows: to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (i) the Company shall pay to Employee in one lump sum an amount equal to (A) twelve (12) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination; plus (B) any accrued Executive his or her fully earned but unpaid bonus for the calendar year preceding Employee’s terminationbase salary, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employee’s Target Bonus for the year in which when due, through the date of EmployeeExecutive’s Involuntary Termination occurs; (ii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Terminationrate then in effect, including accrued and unused PTO, plus all other benefits, if any, under any optionsCompany group retirement plan, restricted stocknonqualified deferred compensation plan, restricted stock units equity award plan or agreement (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by Section 3(g) above), health benefits plan or other awards; and (iii) reimbursement for the cost of continuation of health insurance benefits provided Company group benefit plan to Employee immediately prior to the Involuntary Termination which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Involuntary Termination (the “Accrued Obligations”); (ii) Executive shall be entitled to receive severance pay in an amount equal to twelve (12) multiplied by Executive’s monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination, which amount shall be payable in a lump sum sixty (60) days following Executive’s Involuntary Termination; and (iii) for the period beginning on the date of Executive’s Separation from Service and ending on the date which is twelve (12) full months following the date of Executive’s Separation from Service (or, if earlier, (1) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B2) the date Employee Executive becomes eligible for to receive the equivalent or increased healthcare coverage under health and/or dental plans by means of another employersubsequent employment or self-employment) (such period, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”), if Executive and/or his or her eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Separation from Service elect to have COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse Executive on a monthly basis for an amount equal to (A) the monthly premium Executive and/or his or her covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for Executive and/or his or her eligible dependents, |US-DOCS\101618756.1|| as applicable, who were covered under the Company’s health plans as of the date of Executive’s Separation from Service (calculated by reference to the premium as of the date of Executive’s Separation from Service) less (B) the amount Executive would have had to pay to receive group health coverage for Executive and/or his or her covered dependents, as applicable, based on the cost sharing levels in effect on the date of Executive’s Separation from Service. If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary TerminationSeparation from Service, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, (as amended (the “Code”defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee Executive the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject Executive shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. Executive shall notify the Company immediately if Executive becomes eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment. (iv) Notwithstanding anything to the contrary in this Section 6(c4(b), and subject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, in the amounts payable pursuant event of Executive’s Involuntary Termination within twelve (12) months following a Change in Control, Executive shall be entitled to clause receive, in addition to the severance benefits described in clauses (i), (ii) above and (iii) above, an amount equal to Executive’s target bonus for the year in which Executive’s Involuntary Termination occurs, which amount shall be payable in a lump sum within five sixty (560) days following the date Employee's Release becomes effective and irrevocableExecutive’s Involuntary Termination.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, and subject to the limitations set forth in Section 6if Executive’s employment is Involuntarily Terminated, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits as follows: to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (i) the Company shall pay to Employee Executive her fully earned but unpaid base salary, when due, through the date of Executive’s Involuntary Termination at the rate then in one lump sum effect, accrued and unused PTO, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other Company group benefit plan to which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Involuntary Termination (the “Accrued Obligations”); and (ii) Executive shall be entitled to receive severance pay in an amount equal to (A) twelve (12) months of EmployeeExecutive’s Annual Salary that Employee was receiving monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination; plus , multiplied by (B) any accrued but unpaid bonus for the calendar year preceding Employeenine (9), which amount shall be payable in a lump sum sixty (60) days following Executive’s termination, Involuntary Termination; (iii) Executive shall be entitled to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employeereceive Executive’s Target Bonus for the year in which the date of EmployeeExecutive’s Involuntary Termination occurs; (ii) full acceleration , prorated for the portion of the vesting year that has elapsed prior to the date of all equity awards held by Employee at the time of the Executive’s Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; and which amount shall be payable in a lump sum sixty (iii60) reimbursement days following Executive’s Involuntary Termination; (iv) for the cost period beginning on the date of continuation of health insurance benefits provided to Employee immediately prior to the Executive’s Involuntary Termination pursuant to and ending on the terms date which is nine (9) full months following the date of Executive’s Involuntary Termination (or, if earlier, (A) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B) the date Employee Executive becomes eligible for to receive the equivalent or increased healthcare coverage under health and/or dental plans by means of another employersubsequent employment or self-employment) (such period, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”), if Executive and/or her eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Involuntary Termination elect to have COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse Executive on a monthly basis for an amount equal to (1) the monthly premium Executive and/or her covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for Executive and/or her eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of Executive’s Involuntary Termination (calculated by reference to the premium as of the date of Executive’s Involuntary Termination) less (2) the amount Executive would have had to pay to receive group health coverage for Executive and/or her covered dependents, as applicable, based on the cost sharing levels in effect on the date of Executive’s Involuntary Termination. If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt |US-DOCS\116934360.3|| from Section 409A of the Internal Revenue Code of 1986, (as amended (the “Code”defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee Executive the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject Executive shall be solely responsible for all matters relating to Section 6(c)continuation of coverage pursuant to COBRA, including, without limitation, the amounts election of such coverage and the timely payment of premiums. Executive shall notify the Company immediately if Executive becomes eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment; and (v) (A) in the event of Executive’s Involuntary Termination within eighteen (18) months following a Change in Control, (1) the references to nine (9) months in clauses (ii) and (iv) shall be increased to twelve (12) months, and (2) the Target Bonus payable pursuant to clause (iiii) above shall not be payable subject to proration, and (B) in the event of Executive’s Involuntary Termination at any time following a lump sum within five (5) days following Change in Control, all of Executive’s Stock Awards will vest on an accelerated basis effective as of the date Employee's Release becomes effective and irrevocableof Executive’s Involuntary Termination.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary Termination, and subject to the limitations set forth in Section 6, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will be entitled to receive severance benefits as follows: (i) the Company shall pay to Employee in one lump sum an amount equal to (A) twelve (12) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination; plus (B) any accrued but unpaid bonus for the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employee’s Target Bonus average of the bonuses paid by the Company to Employee for services during each of the year in three most recent fiscal years (or such shorter period of time during which Employee was eligible for a bonus) prior to the date of Employee’s the Involuntary Termination occurs(and, to the extent Employee was not employed for an entire fiscal year, the bonus received by Employee for such fiscal year shall be annualized for purposes of the preceding calculation); (ii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; and (iii) reimbursement for the cost of continuation of health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B) the date Employee becomes eligible for coverage under health and/or dental plans of another employer, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “"COBRA Coverage Period”"). If any of the Company’s health benefits are self-funded as of the date of Employee’s 's Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements as set forth in clause (iiiii) above, the Company shall instead pay to Employee the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject to Section 6(c), the amounts payable pursuant to clause (i) above shall be payable in a lump sum within five (5) days following the date Employee's Release becomes effective and irrevocable.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary of Executive’s Involuntarily Termination, and subject to the limitations set forth in Section 6, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company (other than as follows: provided in Section 3(g) of this Agreement), the benefits provided below: (i) the Company shall pay to Employee Executive her fully earned but unpaid base salary, when due, through the date of Executive’s Involuntary Termination at the rate then in one effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time of Executive’s Involuntary Termination; (ii) subject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, Executive shall be entitled to receive a lump sum an amount cash payment equal to (A) twelve (12) months of EmployeeExecutive’s Annual Salary that Employee was receiving monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination for a period of nine (9) months following the date of Executive’s Involuntary Termination; plus , payable within ten (B10) any accrued but unpaid bonus for the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on days following the date the bonus is to be paid) on which Executive’s Release (as determined by the Compensation Committee of the Board defined below) becomes effective and irrevocable in its discretion); plus accordance with Section 4(d) below; (Ciii) 100% of the Employeesubject to Sections 4(d) and 9(o) and Executive’s Target continued compliance with Section 5, Executive shall be entitled to receive a lump sum cash payment equal to Executive’s Bonus for the year in which the date of EmployeeExecutive’s Involuntary Termination occurs, prorated for the period of Executive’s service during the year in which Executive’s Involuntary Termination occurs, payable within ten (10) days following the date on which Executive’s Release becomes effective and irrevocable in accordance with Section 4(d) below; provided that Executive shall not be eligible to receive the severance benefits described in this Section 4(b)(iii) in the event Executive’s Involuntary Termination results from her discharge by the Company without Cause prior to a Change of Control; and (iiiv) subject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, for the period beginning on the date of Executive’s Separation from Service and ending on the date which is nine (9) full acceleration months following the date of Executive’s Separation from Service (or, if earlier, the vesting of all equity awards held by Employee at date Executive accepts other employment), the time of Company shall pay to Executive a taxable monthly payment equal to the Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; and (iii) reimbursement monthly premium Executive paid for the cost of continuation of health insurance benefits provided to Employee healthcare coverage under Medicare immediately prior to the Involuntary Termination pursuant Executive’s termination of employment, in an amount not to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985exceed $2,000 per month. Executive shall be solely responsible for all matters relating to her Medicare coverage, as amended (“COBRA”) or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B) the date Employee becomes eligible for coverage under health and/or dental plans of another employer, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”). If any of the Company’s health benefits are self-funded as of the date of Employee’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 her timely payment of the Public Health Service Act), instead of providing the reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject to Section 6(c), the amounts payable pursuant to clause (i) above shall be payable in a lump sum within five (5) days following the date Employee's Release becomes effective and irrevocablepremiums.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, and subject to the limitations set forth in Section 6if Executive’s employment is Involuntarily Terminated, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits as follows: to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (i) the Company shall pay to Employee Executive his fully earned but unpaid base salary, when due, through the date of Executive’s Involuntary Termination at the rate then in one lump sum effect, accrued and unused PTO, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other Company group benefit plan to which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Involuntary Termination (the “Accrued Obligations”); (ii) Executive shall be entitled to receive severance pay in an amount equal to (A) twelve (12) months of EmployeeExecutive’s Annual Salary that Employee was receiving monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination; plus , multiplied by (B) any accrued but unpaid bonus for the calendar year preceding Employeetwelve (12), which amount shall be payable in a lump sum sixty (60) days following Executive’s termination, Involuntary Termination; (iii) Executive shall be entitled to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employeereceive Executive’s Target Bonus for the year in which the date of EmployeeExecutive’s Involuntary Termination occurs; (ii) full acceleration , prorated for the portion of the vesting year that has expired prior to the date of all equity awards held by Employee at the time of the Executive’s Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; and which amount shall be payable in a lump sum sixty (iii60) reimbursement days following Executive’s Involuntary Termination; (iv) for the cost period beginning on the date of continuation of health insurance benefits provided to Employee immediately prior to the Executive’s Involuntary Termination pursuant to and ending on the terms date which is twelve (12) full months following the date of Executive’s Involuntary Termination (or, if earlier, (A) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B) the date Employee Executive becomes eligible for to receive the equivalent or increased healthcare coverage under health and/or dental plans by means of another employersubsequent employment or self-employment) (such period, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”), if Executive and/or his eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Involuntary Termination elect to have COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse Executive on a monthly basis for an amount equal to (1) the monthly premium Executive and/or his covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for Executive and/or his eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of Executive’s Involuntary Termination (calculated by reference to the premium as of the date of Executive’s Involuntary Termination) less (2) the amount Executive would have had to pay to receive group health coverage for Executive and/or his covered dependents, as applicable, based on the cost sharing levels in effect on the date of Executive’s Involuntary Termination. If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, (as amended (the “Code”defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee |US-DOCS\117550217.3|| Executive the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject Executive shall be solely responsible for all matters relating to Section 6(c)continuation of coverage pursuant to COBRA, including, without limitation, the amounts election of such coverage and the timely payment of premiums. Executive shall notify the Company immediately if Executive becomes eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment. (v) (A) in the event of Executive’s Involuntary Termination within eighteen (18) months following a Change in Control, the Target Bonus payable pursuant to clause (iiii) above shall not be subject to proration, which amount shall be payable as provided in clause (iii) above, and (B) in the event of Executive’s Involuntary Termination at any time following a lump sum within five (5) days following Change in Control, all of Executive’s Stock Awards will vest on an accelerated basis effective as of the date Employee's Release becomes effective of Executive’s Involuntary Termination. The foregoing provisions are hereby deemed to be a part of each Stock Award and irrevocableto supersede any less favorable provision in any agreement or plan regarding such Stock Award (and, for the avoidance of doubt, if any Stock Award is subject to more favorable vesting pursuant to any agreement or plan regarding such Stock Award, such more favorable provisions shall continue to apply and shall not be limited by this clause (v)).

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary Termination, Subject to Sections 5(e) and subject to the limitations set forth in 10(p) and Executive’s continued compliance with Section 6, then in addition to any accrued but unpaid Annual Salaryif Executive’s employment is Involuntarily Terminated, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below, which, with respect to clause (ii) and the last sentence of clause (iii) (if applicable) will be payable in a lump sum within ten (10) days following the effective date of Executive’s Release (as follows: hereinafter defined): (i) the Company shall pay to Employee in one lump sum an amount equal to (A) twelve (12) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination; plus (B) any accrued Executive his fully earned but unpaid bonus for the calendar year preceding Employee’s terminationbase salary, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employee’s Target Bonus for the year in which when due, through the date of EmployeeExecutive’s Involuntary Termination occurs; (ii) full acceleration of the vesting of all equity awards held by Employee at the time rate then in effect (without regard to any reduction in salary that gave rise to an event of the Involuntary TerminationGood Reason), including plus all other benefits, if any, under any optionsCompany group retirement plan, restricted stocknonqualified deferred compensation plan, restricted stock units equity award plan or agreement, health benefits plan or other awards; and (iii) reimbursement for the cost of continuation of health insurance benefits provided Company group benefit plan to Employee immediately prior to the Involuntary Termination which Executive may be entitled pursuant to the terms of such plans or agreements at the Consolidated Omnibus Budget Reconciliation Act time of 1985, as amended (“COBRA”) or other applicable law through the earliest to occur of (A) twelve (12) months following the Executive’s Involuntary Termination, ; (Bii) Executive shall be entitled to receive severance pay in an amount equal to the base salary payable to Executive under Section 3(a) of this Agreement from the date Employee becomes eligible for coverage under health and/or dental plans of another employer, or (C) Executive’s Involuntary Termination until the date upon which Employee is no longer eligible for one year anniversary of such COBRA or other benefits under applicable law Involuntary Termination (the “COBRA Coverage Severance Period”); (iii) During the Severance Period (or, if earlier, until the date on which the applicable continuation period under COBRA expires), the Company shall arrange to provide Executive and his eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Involuntary Termination with health (including medical, dental and vision) insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the date of such Involuntary Termination. If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, (as amended (the “Code”defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements continued health insurance benefits as set forth in clause (iii) above, the Company shall instead pay to Employee Executive an amount equal to (A) the foregoing number of months from the date of Executive’s Involuntary Termination until the end of the Employment Term, as appropriate multiplied by (B) the monthly amount premium Executive would be required to pay for continuation coverage pursuant to COBRA for Executive and his eligible dependents who were covered under the Company’s health plans as of the date of Executive’s Involuntary Termination (calculated by reference to the premium as of the date of Involuntary Termination); and (iv) That portion of the Stock Awards that would have vested over the Severance Period shall be automatically accelerated so as to be immediately vested as of the date of Involuntary Termination and, subject to the terms of the applicable equity plan and award agreement, any vested options or similar award (e.g., a taxable monthly payment for stock appreciation right) may be exercised at any time during the COBRA Coverage Severance Period (subject to earlier termination (A) in connection with a recapitalization or any remaining portion thereof). Subject similar transaction pursuant to Section 6(cthe Company’s equity incentive plans governing such Stock Awards or (B) the contractual term of the Stock Award), the amounts payable pursuant to clause (i) above shall be payable in a lump sum within five (5) days following or if longer, through the date Employee's Release becomes effective and irrevocablesuch vested options or similar award are exercisable under the terms of the applicable Stock Award.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary of Executive’s Involuntarily Termination, and subject to the limitations set forth in Sections 4(d) and 9(o) and Executive’s continued compliance with Section 65, then Executive shall be entitled to receive, in addition to any the accrued but unpaid Annual Salary, including Annual Salary compensation described in respect Section 4(a) and in lieu of any accrued and accumulated but unpaid vacationseverance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, due to Employee at the date of such termination, Employee will benefits provided below: (i) Executive shall be entitled to receive severance benefits as follows: (i) the Company shall pay to Employee in one a lump sum an amount cash payment equal to (A) twelve (12) months of EmployeeExecutive’s Annual Salary that Employee was receiving monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination for a period of nine (9) months following the date of Executive’s Involuntary Termination; plus , payable within ten (B10) any accrued but unpaid bonus for the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on days following the date the bonus is to be paid) on which Executive’s Release (as determined by defined below) becomes effective and irrevocable in accordance with Section 4(d) below; provided, however, that if Executive’s Involuntary Termination occurs within twenty-four (24) months following a Change of Control, the Compensation Committee foregoing reference to nine (9) months shall be increased to twenty-four (24) months; (ii) if Executive’s Involuntary Termination occurs within twenty-four (24) months following a Change of the Board in its discretion); plus Control, Executive shall be entitled to receive a lump sum cash payment equal to two (C2) 100% of the Employeetimes Executive’s Target Bonus for the year in which the date of EmployeeExecutive’s Involuntary Termination occurs; , payable within ten (ii10) full acceleration of days following the vesting of all equity awards held by Employee at the time of the Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; date on which Executive’s Release becomes effective and irrevocable in accordance with Section 4(d) below; (iii) reimbursement for the cost period beginning on the date of Executive’s Separation from Service and ending on the date which is nine (9) full months following the date of Executive’s Separation from Service (or, if earlier, (A) the date on which the applicable continuation of health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B) the date Employee Executive becomes eligible for coverage under to receive equivalent or increased health and/or dental plans of another insurance benefits from a subsequent employer, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”), the Company shall arrange to provide Executive and his eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Separation from Service with health (including medical and dental) insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the date of such Separation from Service; provided, however, that if Executive’s Involuntary Termination occurs within twenty-four (24) months following a Change of Control, the foregoing reference to nine (9) months shall be increased to twenty-four (24) months. If the Company is not reasonably able to continue health insurance benefits under the Company’s insurance plans, the Company shall provide substantially equivalent coverage under other third-party insurance sources. If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary TerminationSeparation from Service, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or that is otherwise compliant with applicable law (including, without limitation, Section 409A of the Code and Section 2716 of the Public Health Service Act), instead of providing the reimbursements continued health insurance benefits as set forth in clause (iii) above, the Company shall instead pay to Employee Executive an amount equal to the foregoing monthly amount as a taxable monthly plan premium payment for Executive and his eligible dependents who were covered under the Company’s health plans as of the date of Executive’s Separation from Service (calculated by reference to Executive’s premiums as of the date of his Separation from Service) as currently taxable compensation in substantially equal monthly installments over the COBRA Coverage Period (or any the remaining portion thereof). Subject ; and (iv) subject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 6(c)5, and solely to the amounts payable pursuant extent Executive’s Involuntary Termination occurs within three (3) months prior to clause or within twelve (i12) above shall be payable in a lump sum within five (5) days months following the date Employee's Release becomes effective of a Change of Control, (A) the vesting and irrevocableexercisability of one hundred percent (100%) of Executive’s outstanding Stock Awards shall be automatically accelerated, which acceleration shall occur on the later of (1) the date of such Involuntary Termination or (2) the date of such Change of Control, and (B) Executive’s vested Stock Awards shall remain exercisable by Executive (or Executive’s legal guardian or legal representative) until the later of (1) twelve (12) months following the date of such Involuntary Termination, (B) with respect to any portion of the Stock Awards that become exercisable on the date of a Change of Control pursuant to this Section 4(b)(iv), twelve (12) months after the date of the Change of Control, or (C) such longer period as may be specified in the applicable Stock Award Agreement; provided, however, that in no event shall any Stock Award remain exercisable beyond the original outside expiration date of such Stock Award. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, and subject to the limitations set forth in Section 6if Executive’s employment is Involuntarily Terminated, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits as follows: to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (i) the Company shall pay to Employee in one lump sum an amount equal to (A) twelve (12) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination; plus (B) any accrued Executive his fully earned but unpaid bonus for the calendar year preceding Employee’s terminationbase salary, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employee’s Target Bonus for the year in which when due, through the date of EmployeeExecutive’s Involuntary Termination occurs; (ii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Terminationrate then in effect, including all accrued but unused PTO, plus all other benefits, if any, under any optionsCompany group retirement plan, restricted stocknonqualified deferred compensation plan, restricted stock units equity award plan or agreement (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by Section 3(g) above), health benefits plan or other awards; and (iii) reimbursement for the cost of continuation of health insurance benefits provided Company group benefit plan to Employee immediately prior to the Involuntary Termination which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Involuntary Termination (the “Accrued Obligations”); (ii) Executive shall be entitled to receive severance pay in an amount equal to six (6) multiplied by Executive’s monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination, which amount will be payable in cash in a lump sum within ten (10) days following the effective date of Executive's Release (as defined below); and (iii) for the period beginning on the date of Executive’s Involuntary Termination and ending on the date which is six (6) full months following the date of Executive’s Involuntary Termination (or, if earlier, (A) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B) the date Employee Executive becomes eligible for to receive the equivalent or increased healthcare coverage under health and/or dental plans of another from a subsequent employer) (such period, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”), if Executive and his eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Involuntary Termination elect to have COBRA coverage and are eligible for such coverage, the Company shall directly pay or reimburse Executive on a monthly basis for an amount equal to (1) the monthly premium Executive is required to pay for continuation coverage pursuant to COBRA for Executive and his eligible dependents who were covered under the Company’s health plans as of the date of Executive’s Involuntary Termination (calculated by reference to the premium as of the date of Executive’s Involuntary Termination) less (2) the amount Executive would have had to pay to receive group health coverage for Executive and his covered dependents based on the cost sharing levels in effect on the date of Executive’s Involuntary Termination. If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, (as amended (the “Code”defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee Executive the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject Executive shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. Executive shall notify the Company immediately if Executive becomes eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment. US-DOCS\109442666.4 (iv) Notwithstanding anything to the contrary in this Section 6(c4(b), and subject to Sections 4(d) and 9(o) and Executive's continued compliance with Section 5, in the amounts payable pursuant event of Executive's Involuntary Termination during the twelve (12) month period following a Change in Control, (A) the references to six (6) months in clauses (ii) and (iii) shall be increased to twelve (12) months, and (B) Executive shall be entitled to receive, in addition to the severance benefits described in clauses (ii) and (iii) above (as modified by this clause (i) above shall be iv)), an amount equal to Executive’s Target Bonus for the year in which Executive's Involuntary Termination occurs, pro-rated to reflect the portion of such year that has elapsed prior to the date of Executive's Involuntary Termination, payable in cash in a lump sum within five ten (510) days following the effective date Employeeof Executive's Release becomes effective and irrevocableRelease.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, and subject to the limitations set forth in Section 6if Executive’s employment is Involuntarily Terminated, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits as follows: to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (i) the Company shall pay to Employee Executive his fully earned but unpaid base salary, when due, through the date of Executive’s Involuntary Termination at the rate then in one lump sum effect, accrued and unused PTO, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other Company group benefit plan to which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Involuntary Termination (the “Accrued Obligations”); and (ii) Executive shall be entitled to receive severance pay in an amount equal to (A) twelve (12) months of EmployeeExecutive’s Annual Salary that Employee was receiving monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination, multiplied by (B) nine (9), which amount shall be payable in a lump sum sixty (60) days following Executive’s Involuntary Termination; plus and (Biii) any accrued but unpaid bonus for the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed period beginning on the date of Executive’s Involuntary Termination and ending on the bonus date which is to be paidnine (9) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employee’s Target Bonus for the year in which full months following the date of EmployeeExecutive’s Involuntary Termination occurs; (iior, if earlier, (A) full acceleration of the vesting of all equity awards held by Employee at date on which the time of the Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; and (iii) reimbursement for the cost of applicable continuation of health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B) the date Employee Executive becomes eligible for to receive the equivalent or increased healthcare coverage under health and/or dental plans by means of another employersubsequent employment or self-employment) (such period, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”), if Executive and/or his eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Involuntary Termination elect to have COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse Executive on a monthly basis for an amount equal to (1) the monthly premium Executive and/or his covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for Executive and/or his eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of Executive’s Involuntary Termination (calculated by reference to the premium as of the date of Executive’s Involuntary Termination) less (2) the amount Executive would have had to pay to receive group health coverage for Executive and/or his covered dependents, as applicable, based on the cost sharing levels in effect on the date of Executive’s Involuntary Termination. If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, (as amended (the “Code”defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee Executive the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject Executive shall be solely responsible for all matters relating to Section 6(c)continuation of coverage pursuant to COBRA, including, without limitation, the amounts payable pursuant election of such coverage and the timely payment of premiums. Executive shall notify the Company immediately if Executive becomes eligible to clause (i) above shall be payable in a lump sum within five (5) days following receive the date Employee's Release becomes effective and irrevocableequivalent or increased healthcare coverage by means of subsequent employment or self-employment.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(d) and 10(o) and Executive’s continued compliance with Section 5, and subject if Executive’s employment is Involuntarily Terminated, Executive shall be entitled to the limitations set forth receive, in Section 6, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect lieu of any accrued and accumulated but unpaid vacationseverance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, due to Employee at the date of such termination, Employee will benefits provided below: (i) Executive shall be entitled to receive severance benefits as follows: (i) the Company shall pay to Employee in one lump sum an amount equal to (A) twelve (12) months of EmployeeExecutive’s Annual Salary that Employee was receiving monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination; plus , multiplied by eighteen (B) any accrued but unpaid bonus for the calendar year preceding Employee’s termination18), to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee which amount shall be employed payable in a lump sum on the date the bonus that is sixty (60) days following Executive’s Involuntary Termination; (ii) Executive shall be entitled to be paid) (as determined by the Compensation Committee of the Board receive additional severance pay in its discretion); plus (C) 100% of the Employeean amount equal to Executive’s Target Bonus for the calendar year in which such termination occurs, which amount shall be payable in a lump sum on the date that is sixty (60) days following Executive’s Involuntary Termination; (iii) for the period beginning on the date of EmployeeExecutive’s Involuntary Termination occurs; and ending on the date which is eighteen (ii18) full acceleration months following the date of the vesting of all equity awards held by Employee at the time of the Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; and (iii) reimbursement for the cost of continuation of health insurance benefits provided to Employee immediately prior to the Executive’s Involuntary Termination pursuant to (or, if earlier, (A) the terms of date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B) the date Employee Executive becomes eligible for to receive the equivalent or increased healthcare coverage under health and/or dental plans by means of another employersubsequent employment or self-employment) (such period, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”), if Executive and/or his eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Involuntary Termination elect COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse Executive on a monthly basis for an amount equal to the monthly premium Executive and/or his covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for Executive and/or his eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of Executive’s Involuntary Termination (calculated by reference to the premium as of the date of Executive’s Involuntary Termination). If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, (as amended (the “Code”defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee Executive the foregoing monthly amount as a taxable monthly payment (grossed up to account for taxes) for the COBRA Coverage Period (or any remaining portion thereof). Subject Executive shall be solely responsible for all matters relating to Section 6(ccontinuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. Executive shall notify the Company immediately if Executive becomes eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment; (iv) Executive shall be entitled to accelerated vesting on the Release Effective Date of such number of outstanding and unvested time-based Stock Awards as would have vested during the twelve (12) months following Executive’s Involuntary Termination had Executive continued in employment or service with the Company during such period (and, for the avoidance of doubt, the accelerated vesting of any Stock Awards that are performance-based shall be governed by the terms of the applicable equity plan and stock award agreement pursuant to which they were granted); (v) Executive shall be entitled to exercise any vested Stock Awards (including any Stock Awards the vesting of which is accelerated pursuant to Sections 4(b)(iv) and 4(b)(vi)) for twelve (12) months after the date of Executive’s Involuntary Termination (but in no event beyond the original outside expiration date of such Stock Awards); and (vi) In the event Executive’s Involuntary Termination occurs during the period beginning two (2) months prior to the effective date of a Change in Control and ending twelve (12) months after such effective date, then, in addition to the severance benefits under Sections 4(b)(i), (4)(b)(ii), 4(b)(iii), and 4(b)(v), all of Executive’s time-based Stock Awards shall vest on an accelerated basis effective as of the amounts payable later of (A) the Release Effective Date or (B) the date of such Change in Control (and, for the avoidance of doubt, the accelerated vesting of any Stock Awards that are performance-based shall be governed by the terms of the applicable equity plan and stock award agreement pursuant to clause which they were granted). The foregoing provisions are hereby deemed to be a part of each Stock Award (i) above and, for the avoidance of doubt, if any Stock Award is subject to more favorable vesting pursuant to any agreement or plan regarding such Stock Award, such more favorable provisions shall continue to apply and shall not be payable in a lump sum within five (5) days following the date Employee's Release becomes effective and irrevocablelimited by this Section 4(b)).

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(e) and 9(o) and Executive’s continued compliance with Section 5, and subject to the limitations set forth in Section 6if Executive’s employment is Involuntarily Terminated, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits as follows: to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below, which, with respect to clause (ii) below will be payable in a lump sum within ten (10) days following the effective date of Executive’s Release: (i) the Company shall pay to Employee Executive her fully earned but unpaid base salary, when due, through the date of Executive’s Involuntary Termination at the rate then in one lump sum effect, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by Section 3(g) above), health benefits plan or other Company group benefit plan to which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Involuntary Termination; (ii) Executive shall be entitled to receive severance pay in an amount equal to twelve (12) multiplied by Executive’s monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination; and (iii) for the COBRA Coverage Period, if Executive and her eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Involuntary Termination elect to have COBRA coverage and are eligible for such coverage, the Company shall reimburse Executive on a monthly basis for an amount equal to (A) twelve (12) months the monthly premium Executive is required to pay for continuation coverage pursuant to COBRA for Executive and her eligible dependents who were covered under the Company’s health plans as of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination; plus (B) any accrued but unpaid bonus for the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employee’s Target Bonus for the year in which the date of EmployeeExecutive’s Involuntary Termination occurs; (ii) full acceleration calculated by reference to the premium as of the vesting date of all equity awards held by Employee at the time of the Executive’s Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; and (iii) reimbursement for the cost of continuation of health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, less (B) the date Employee becomes eligible amount Executive would have had to pay to receive group health coverage for coverage under health and/or dental plans of another employer, or (C) Executive and her covered dependents based on the cost sharing levels in effect on the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”)of Executive’s Involuntary Termination. If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, (as amended (the “Code”defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee Executive the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject Executive shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. (iv) Notwithstanding anything to the contrary in this Section 6(c4(c), and subject to Sections 4(e) and 9(o) and Executive's continued compliance with Section 5, in the amounts payable pursuant event of Executive's Involuntary Termination during the period commencing sixty (60) days prior to clause a Change in Control and continuing until twelve (12) months following a Change in Control, Executive shall be entitled to receive, in addition to the severance benefits described in clauses (i), (ii) above and (iii) above, an amount equal to Executive’s Bonus for the year in which Executive’s Involuntary Termination occurs, which amount shall be payable in a lump sum within five ten (510) days following the later of (A) the effective date Employee's of Executive’s Release becomes effective and irrevocable(B) the date of the Change in Control.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(d) and 10(o) and Executive’s continued compliance with Section 5, and subject to the limitations set forth in Section 6if Executive’s employment is Involuntarily Terminated, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits as follows: to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (i) the Company shall pay to Employee in one lump sum an amount equal to (A) twelve (12) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination; plus (B) any accrued Executive his fully earned but unpaid bonus for the calendar year preceding Employee’s terminationbase salary, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employee’s Target Bonus for the year in which when due, through the date of EmployeeExecutive’s Involuntary Termination occurs; (ii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Terminationrate then in effect, including all accrued but unused PTO, plus all other benefits, if any, under any optionsCompany group retirement plan, restricted stocknonqualified deferred compensation plan, restricted stock units equity award plan or agreement (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by Section 3(g) above), health benefits plan or other awards; and (iii) reimbursement for the cost of continuation of health insurance benefits provided Company group benefit plan to Employee immediately prior to the Involuntary Termination which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Involuntary Termination (the “Accrued Obligations”); (ii) Executive shall be entitled to receive severance pay in an amount equal to six (6) multiplied by Executive’s monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination, which amount will be payable in cash in a lump sum within ten (10) days following the effective date of Executive's Release (as defined below); and (iii) for the period beginning on the date of Executive’s Involuntary Termination and ending on the date which is six (6) full months following the date of Executive’s Involuntary Termination (or, if earlier, (A) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B) the date Employee Executive becomes eligible for to receive the equivalent or increased healthcare coverage under health and/or dental plans of another from a subsequent employer) (such period, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”). If any of , if Executive and his eligible dependents who were covered under the Company’s health benefits are self-funded insurance plans as of the date of EmployeeExecutive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements as set forth in clause (iii) aboveTermination elect to have COBRA coverage and are eligible for such coverage, the Company shall instead directly pay or reimburse Executive on a monthly basis for an amount equal to (1) the monthly premium Executive is required to pay for continuation coverage pursuant to COBRA for Executive and his eligible dependents who were covered under the Company’s health plans as of the date of Executive’s Involuntary Termination (calculated by reference to the premium as of the date of Executive’s Involuntary Termination) less (2) the amount Executive would have had to pay to Employee receive group health coverage for Executive and his covered dependents based on the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject to Section 6(c), the amounts payable pursuant to clause (i) above shall be payable cost sharing levels in a lump sum within five (5) days following effect on the date Employee's Release becomes effective and irrevocable.of Executive’s Involuntary US-DOCS\110686460.1

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary Termination, and subject to the limitations set forth Termination at any time under circumstances other than as covered in Section 6paragraph 2(b) below, then in addition to any all salary and bonuses accrued but unpaid Annual Salary, including Annual Salary in respect as of any accrued and accumulated but unpaid vacation, due to Employee at the date of such terminationEmployee’s termination of employment, Employee will be entitled to receive severance benefits as follows: (i) during the period commencing on the date of Employee’s termination and ending on the date twelve (12) months after the effective date of the termination (the “Severance Period”) the Company shall pay to Employee in one lump sum an amount equal to (A) twelve (12) months of Employee’s Annual Salary that the monthly base salary which Employee was receiving immediately prior to the Involuntary Termination; plus (B) any accrued but unpaid bonus for the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (Termination in accordance with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the EmployeeCompany’s Target Bonus for the year in which the date of Employee’s Involuntary Termination occursstandard payroll practices; (ii) full acceleration the average bonus paid by the Company to Employee for services during each of the vesting three 12- month periods (or such shorter period of all equity awards held by time during which Employee at the time of was eligible for a bonus) prior to the Involuntary TerminationTermination date, including any options, restricted stock, restricted stock units or other awardswhich payments shall be paid during the Severance Period in accordance with the Company’s standard payroll practices; and (iii) reimbursement for the cost of or continuation of payment by the Company of its portion of the health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earliest to occur earlier of (A) twelve (12) months following the Involuntary Termination, (B) end of the date Employee becomes eligible for coverage under health and/or dental plans of another employer, Severance Period or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (law. In addition, Employee’s stock options, restricted stock and other equity awards shall immediately vest, become exercisable and/or the “COBRA Coverage Period”)restrictions thereon lapse with respect to that number of shares of Company common stock that otherwise would have vested during the Severance Period had Employee’s employment continued. If any Employee’s stock options, restricted stock and other equity awards shall otherwise be subject to the terms of the Company’s health benefits are self-funded as of the date of Employee’s Involuntary Termination, plan and option or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject to Section 6(c), the amounts payable award agreement pursuant to clause (i) above shall be payable in a lump sum within five (5) days following the date Employee's Release becomes effective which such options and irrevocableother equity awards were granted.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary of Executive’s Involuntarily Termination, and subject to the limitations set forth in Sections 4(e) and 9(o) and Executive’s continued compliance with Section 65, then Executive shall be entitled to receive, in addition to any the accrued but unpaid Annual Salary, including Annual Salary compensation described in respect Section 4(a) and in lieu of any accrued and accumulated but unpaid vacationseverance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company (other than as provided in Section 3(g) of this Agreement), due the benefits provided below, subject to Employee at the date of such termination, Employee will Executive’s compliance with Section 4(f): (i) Executive shall be entitled to receive severance benefits as follows: (i) the Company shall pay to Employee in one a lump sum an amount cash payment equal to (A) twelve (12) months 100% of EmployeeExecutive’s Annual Salary that Employee was receiving annual base salary as in effect immediately prior to the date of Executive’s Involuntary Termination, payable on the day that is sixty (60) days following the date of Executive’s Involuntary Termination; plus provided, however, that if Executive’s Involuntary Termination occurs within twenty-four (B24) any accrued but unpaid bonus for months following a Change of Control, the calendar year preceding Employee’s termination, foregoing reference to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% shall be increased to 200%; (ii) if Executive’s Involuntary Termination occurs within twenty-four (24) months following a Change of the EmployeeControl, Executive shall be entitled to receive a lump sum cash payment equal to two (2) times Executive’s Target Bonus for the year in which the date of EmployeeExecutive’s Involuntary Termination occurs; (ii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; and ; (iii) reimbursement Executive shall be entitled to receive a lump sum cash payment equal to twelve (12) multiplied by the monthly premium Executive and his eligible dependents would be required to pay for continuation coverage pursuant to COBRA for Executive and his eligible dependents who were covered under the cost Company’s health plans as of the date of Executive’s Involuntary Termination (calculated by reference to the premium as of the date of Involuntary Termination) (provided that Executive shall be solely responsible for all matters relating to his continuation of health insurance benefits provided coverage pursuant to Employee immediately prior to COBRA, including, without limitation, his election of such coverage and his timely payment of premiums), which payment shall be paid on the day that is sixty (60) days following the date of Executive’s Involuntary Termination; provided, however, that if Executive’s Involuntary Termination pursuant occurs within twenty-four (24) months following a Change of Control, the foregoing reference to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earliest to occur of (A) twelve (12) months following shall be increased to twenty-four (24) months; (iv) Executive shall be entitled to receive a lump sum cash payment sufficient to pay the Involuntary Termination, premiums for life insurance benefits coverage for the twelve (B12) the date Employee becomes eligible for coverage under health and/or dental plans of another employer, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”). If any of the Company’s health benefits are self-funded as of month period commencing on the date of EmployeeExecutive’s Involuntary Termination to the extent Executive and his eligible dependents were receiving such benefits prior to the date of Executive’s Involuntary Termination, or if which payment shall be paid on the Company cannot provide the foregoing benefits in a manner day that is exempt from Section 409A of the Internal Revenue Code of 1986, as amended sixty (the “Code”) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject to Section 6(c), the amounts payable pursuant to clause (i) above shall be payable in a lump sum within five (560) days following the date Employee's Release becomes effective and irrevocableof Executive’s Involuntary Termination; provided, however, that if Executive’s Involuntary Termination occurs within twenty-four (24) months following a Change of Control, the foregoing reference to twelve (12) months shall be increased to twenty-four (24) months; and (v) Executive shall be entitled to receive a lump sum cash payment of $15,000 for executive-level outplacement services, which payment shall be paid on the day that is sixty (60) days following the date of Executive’s Involuntary Termination.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary Termination, and subject to the limitations set forth in Section 6, then in addition to any all salary and bonuses accrued but unpaid Annual Salary, including Annual Salary in respect as of any accrued and accumulated but unpaid vacation, due to Employee at the date of such terminationEmployee’s termination of employment, Employee will be entitled to receive severance benefits as follows: (i) the Company shall pay to Employee in one lump sum an amount equal to (A) twelve (12) 9 months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination; plus (B) any accrued but unpaid bonus for the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (), such lump sum bonus to be paid at the same time as determined the bonus would have been paid had Employee remained employed by the Compensation Committee Company through the date of the Board in its discretion); payment plus (C) 100% of the Employee’s Target Bonus average bonus paid by the Company to Employee for services during each of the year in three most recent fiscal years (or such shorter period of time during which Employee was eligible for a bonus) prior to the date of Employee’s the Involuntary Termination occursTermination; (ii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; and (iii) reimbursement for the cost of continuation of health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earliest to occur of (A) twelve (12) 9 months following the Involuntary Termination, (B) the date Employee becomes eligible for coverage under health and/or dental plans of another employer, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”). If any of the Company’s health benefits are self-funded as of the date of Employee’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject to Section 6(c), the amounts payable pursuant to clause (i) above shall be payable in a lump sum within five (5) days following the date Employee's Release becomes effective and irrevocablelaw.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(e) and 9(o) and Executive’s continued compliance with Section 5, and subject to the limitations set forth in Section 6if Executive’s employment is Involuntarily Terminated, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits as follows: to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below, which, with respect to clause (ii) below will be payable in a lump sum within ten (10) days following the effective date of Executive’s Release: (i) the Company shall pay to Employee Executive her fully earned but unpaid base salary, when due, through the date of Executive’s Involuntary Termination at the rate then in one lump sum effect, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by Section 3(h) above), health benefits plan or other Company group benefit plan to which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Involuntary Termination; (ii) Executive shall be entitled to receive severance pay in an amount equal to twelve (12) multiplied by Executive’s monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination; and (iii) for the COBRA Coverage Period, if Executive and her eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Involuntary Termination elect to have COBRA coverage and are eligible for such coverage, the Company shall reimburse Executive on a monthly basis for an amount equal to (A) twelve the monthly premium Executive is required to pay for continuation coverage pursuant to COBRA for Executive and her eligible dependents who were covered under the Company’s health plans as of the date of Executive’s Involuntary Termination (12) months of Employee’s Annual Salary that Employee was receiving immediately prior calculated by reference to the premium as of the date of Executive’s Involuntary Termination; plus ) less (B2) any accrued but unpaid bonus the amount Executive would have had to pay to receive group health coverage for Executive and her covered dependents based on the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed cost sharing levels in effect on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employee’s Target Bonus for the year in which the date of EmployeeExecutive’s Involuntary Termination occurs; (ii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; and (iii) reimbursement for the cost of continuation of health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B) the date Employee becomes eligible for coverage under health and/or dental plans of another employer, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”). If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, (as amended (the “Code”defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee Executive the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject Executive shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. (iv) Notwithstanding anything to the contrary in this Section 6(c4(c), and subject to Sections 4(e) and 9(o) and Executive's continued compliance with Section 5, in the amounts payable pursuant event of Executive's Involuntary Termination during the period commencing sixty (60) days prior to clause a Change in Control or twelve (12) months following a Change in Control, Executive shall be entitled to receive, in addition to the severance benefits described in clauses (i), (ii) above and (iii) above, an amount equal to Executive’s Bonus for the year in which Executive’s Involuntary Termination occurs, which amount shall be payable in a lump sum within five ten (510) days following the later of (A) the effective date Employee's of Executive’s Release becomes effective and irrevocable(B) the date of the Change in Control.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary Termination, Subject to Sections 5(e) and subject to the limitations set forth in 10(p) and Executive’s continued compliance with Section 6, then in addition to any accrued but unpaid Annual Salaryif Executive’s employment is Involuntarily Terminated, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below, which, with respect to clause (ii) and the last sentence of clause (iii) (if applicable) will be payable in a lump sum within ten (10) days following the effective date of Executive’s Release (as follows: hereinafter defined): (i) the Company shall pay to Employee in one lump sum an amount equal to (A) twelve (12) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination; plus (B) any accrued Executive her fully earned but unpaid bonus for the calendar year preceding Employee’s terminationbase salary, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employee’s Target Bonus for the year in which when due, through the date of EmployeeExecutive’s Involuntary Termination occurs; (ii) full acceleration of the vesting of all equity awards held by Employee at the time rate then in effect (without regard to any reduction in salary that gave rise to an event of the Involuntary TerminationGood Reason), including plus all other benefits, if any, under any optionsCompany group retirement plan, restricted stocknonqualified deferred compensation plan, restricted stock units equity award plan or agreement, health benefits plan or other awards; and (iii) reimbursement for the cost of continuation of health insurance benefits provided Company group benefit plan to Employee immediately prior to the Involuntary Termination which Executive may be entitled pursuant to the terms of such plans or agreements at the Consolidated Omnibus Budget Reconciliation Act time of 1985, as amended (“COBRA”) or other applicable law through the earliest to occur of (A) twelve (12) months following the Executive’s Involuntary Termination, ; (Bii) Executive shall be entitled to receive severance pay in an amount equal to the base salary payable to Executive under Section 3(a) of this Agreement from the date Employee becomes eligible for coverage under health and/or dental plans of another employer, or (C) Executive’s Involuntary Termination until the date upon which Employee is no longer eligible for one year anniversary of such COBRA or other benefits under applicable law Involuntary Termination (the “COBRA Coverage Severance Period”); (iii) During the Severance Period (or, if earlier, until the date on which the applicable continuation period under COBRA expires), the Company shall arrange to provide Executive and her eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Involuntary Termination with health (including medical, dental and vision) insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the date of such Involuntary Termination. If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, (as amended (the “Code”defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements continued health insurance benefits as set forth in clause (iii) above, the Company shall instead pay to Employee Executive an amount equal to (A) the foregoing number of months from the date of Executive’s Involuntary Termination until the end of the Employment Term, as appropriate multiplied by (B) the monthly amount premium Executive would be required to pay for continuation coverage pursuant to COBRA for Executive and her eligible dependents who were covered under the Company’s health plans as of the date of Executive’s Involuntary Termination (calculated by reference to the premium as of the date of Involuntary Termination); and (iv) That portion of the Stock Awards that would have vested over the Severance Period shall be automatically accelerated so as to be immediately vested as of the date of Involuntary Termination and any vested options or similar award (e.g., a taxable monthly payment for stock appreciation right) may be exercised at any time during the COBRA Coverage Severance Period (subject to earlier termination (A) in connection with a recapitalization or any remaining portion thereof). Subject similar transaction pursuant to Section 6(cthe Company’s equity incentive plans governing such Stock Awards or (B) the contractual term of the Stock Award), the amounts payable pursuant to clause (i) above shall be payable in a lump sum within five (5) days following or if longer, through the date Employee's Release becomes effective and irrevocablesuch vested options or similar award are exercisable under the terms of the applicable Stock Award.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(e) and 9(o) and Executive’s continued compliance with Section 5, and subject to the limitations set forth in Section 6if Executive’s employment is Involuntarily Terminated, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits as follows: to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below, which, with respect to clause (ii) below will be payable in a lump sum within ten (10) days following the effective date of Executive’s Release: (i) the Company shall pay to Employee Executive his fully earned but unpaid base salary, when due, through the date of Executive’s Involuntary Termination at the rate then in one lump sum effect, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by Section 3(g) above), health benefits plan or other Company group benefit plan to which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Involuntary Termination; (ii) Executive shall be entitled to receive severance pay in an amount equal to twelve (12) multiplied by Executive’s monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination; and (iii) for the COBRA Coverage Period, if Executive and his eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Involuntary Termination elect to have COBRA coverage and are eligible for such coverage, the Company shall reimburse Executive on a monthly basis for an amount equal to (A) twelve the monthly premium Executive is required to pay for continuation coverage pursuant to COBRA for Executive and his eligible dependents who were covered under the Company’s health plans as of the date of Executive’s Involuntary Termination (12) months of Employee’s Annual Salary that Employee was receiving immediately prior calculated by reference to the premium as of the date of Executive’s Involuntary Termination; plus ) less (B2) any accrued but unpaid bonus the amount Executive would have had to pay to receive group health coverage for Executive and his covered dependents based on the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed cost sharing levels in effect on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employee’s Target Bonus for the year in which the date of EmployeeExecutive’s Involuntary Termination occurs; (ii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; and (iii) reimbursement for the cost of continuation of health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B) the date Employee becomes eligible for coverage under health and/or dental plans of another employer, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”). If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, (as amended (the “Code”defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee Executive the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject Executive shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. (iv) Notwithstanding anything to the contrary in this Section 6(c4(c), and subject to Sections 4(e) and 9(o) and Executive's continued compliance with Section 5, in the amounts payable pursuant event of Executive's Involuntary Termination during the period commencing sixty (60) days prior to clause a Change in Control and continuing until twelve (12) months following a Change in Control, Executive shall be entitled to receive, in addition to the severance benefits described in clauses (i), (ii) above and (iii) above, an amount equal to the sum of (A) six (6) multiplied by Executive's monthly base salary as in effect immediately prior to the date of Executive's Involuntary Termination plus (B) Executive’s Bonus for the year in which Executive’s Involuntary Termination occurs, which amount shall be payable in a lump sum within five ten (510) days following the later of (1) the effective date Employee's of Executive’s Release becomes effective and irrevocable(2) the date of the Change in Control.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(e) and 9(o) and Executive’s continued compliance with Section 5, and subject to the limitations set forth in Section 6if Executive’s employment is Involuntarily Terminated, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits as follows: to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below, which, with respect to clause (ii) below will be payable in a lump sum within ten (10) days following the effective date of Executive’s Release: (i) the Company shall pay to Employee Executive his or her fully earned but unpaid base salary, when due, through the date of Executive’s Involuntary Termination at the rate then in one lump sum effect, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by Section 3(i) above), health benefits plan or other Company group benefit plan to which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Involuntary Termination; (ii) Executive shall be entitled to receive severance pay in an amount equal to twelve (12) multiplied by Executive’s monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination; and (iii) for the COBRA Coverage Period, if Executive and his or her eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Involuntary Termination elect to have COBRA coverage and are eligible for such coverage, the Company shall reimburse Executive on a monthly basis for an amount equal to (A) twelve the monthly premium Executive is required to pay for continuation coverage pursuant to COBRA for Executive and his or her eligible dependents who were covered under the Company’s health plans as of the date of Executive’s Involuntary Termination (12) months of Employee’s Annual Salary that Employee was receiving immediately prior calculated by reference to the premium as of the date of Executive’s Involuntary Termination; plus ) less (B2) any accrued but unpaid bonus the amount Executive would have had to pay to receive group health coverage for Executive and his or her covered dependents based on the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed cost sharing levels in effect on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employee’s Target Bonus for the year in which the date of EmployeeExecutive’s Involuntary Termination occurs; (ii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; and (iii) reimbursement for the cost of continuation of health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B) the date Employee becomes eligible for coverage under health and/or dental plans of another employer, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”). If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, (as amended (the “Code”defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee Executive the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject Executive shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. (iv) Notwithstanding anything to the contrary in this Section 6(c4(c), and subject to Sections 4(e) and 9(o) and Executive's continued compliance with Section 5, in the amounts payable pursuant event of Executive's Involuntary Termination during the period commencing sixty (60) days prior to clause a Change in Control or twelve (12) months following a Change in Control, Executive shall be entitled to receive, in addition to the severance benefits described in clauses (i), (ii) above and (iii) above, an amount equal to Executive’s Bonus for the year in which Executive’s Involuntary Termination occurs, which amount shall be payable in a lump sum within five ten (510) days following the later of (A) the effective date Employee's of Executive’s Release becomes effective and irrevocable(B) the date of the Change in Control.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, and subject to the limitations set forth in Section 6if Executive’s employment is Involuntarily Terminated, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits as follows: to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (i) the Company shall pay to Employee in one lump sum an amount equal to (A) twelve (12) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination; plus (B) any accrued Executive his or her fully earned but unpaid bonus for the calendar year preceding Employee’s terminationbase salary, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employee’s Target Bonus for the year in which when due, through the date of EmployeeExecutive’s Involuntary Termination occurs; (ii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Terminationrate then in effect, including accrued and unused PTO, plus all other benefits, if any, under any optionsCompany group retirement plan, restricted stocknonqualified deferred compensation plan, restricted stock units equity award plan or agreement (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by Section 3(g) above), health benefits plan or other awards; and (iii) reimbursement for the cost of continuation of health insurance benefits provided Company group benefit plan to Employee immediately prior to the Involuntary Termination which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Involuntary Termination (the “Accrued Obligations”); (ii) Executive shall be entitled to receive severance pay in an amount equal to twelve (12) multiplied by Executive’s monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination, which amount shall be payable in a lump sum sixty (60) days following Executive’s Involuntary Termination; and (iii) for the period beginning on the date of Executive’s Separation from Service and ending on the date which is twelve (12) full months following the date of Executive’s Separation from Service (or, if earlier, (1) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B2) the date Employee Executive becomes eligible for to receive the equivalent or increased healthcare coverage under health and/or dental plans by means of another employersubsequent employment or self-employment) (such period, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”), if Executive and/or his or her eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Separation from Service elect to have COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse Executive on a monthly basis for an amount equal to (A) the monthly premium Executive and/or his or her covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for Executive and/or his or her eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of Executive’s Separation from Service (calculated by reference to the premium as of the date of Executive’s Separation from Service) less (B) the amount Executive would have had to pay to receive group health coverage for Executive and/or his or her covered dependents, as applicable, based on the cost sharing levels in effect on the date of Executive’s Separation from Service. If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary TerminationSeparation from Service, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, (as amended (the “Code”defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee Executive the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject Executive shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. Executive shall notify the Company immediately if Executive becomes eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment. (iv) Notwithstanding anything to the contrary in this Section 6(c4(b), and subject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, in the amounts payable pursuant event of Executive’s Involuntary Termination within twelve (12) months following a Change in Control, (A) the references to clause twelve (12) months in clauses (ii) and (iii) above shall be increased to eighteen (18) months, and (B) Executive shall be entitled to receive, in addition to the severance benefits described in clauses (i), (ii) above and (iii) above, an amount equal to Executive’s target bonus for the year in which Executive’s Involuntary Termination occurs, which amount shall be payable in a lump sum within five sixty (560) days following the date Employee's Release becomes effective and irrevocableExecutive’s Involuntary Termination.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, and subject to the limitations set forth in Section 6if Executive’s employment is Involuntarily Terminated, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits as follows: to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (i) the Company shall pay to Employee in one lump sum an amount equal to (A) twelve (12) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination; plus (B) any accrued Executive his or her fully earned but unpaid bonus for the calendar year preceding Employee’s terminationbase salary, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employee’s Target Bonus for the year in which when due, through the date of EmployeeExecutive’s Involuntary Termination occurs; (ii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Terminationrate then in effect, including accrued and unused PTO, plus all other benefits, if any, under any optionsCompany group retirement plan, restricted stocknonqualified deferred compensation plan, restricted stock units equity award plan or agreement (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by Section 3(g) above), health benefits plan or other awards; and (iii) reimbursement for the cost of continuation of health insurance benefits provided Company group benefit plan to Employee immediately prior to the Involuntary Termination which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Involuntary Termination (the “Accrued Obligations”); (ii) Executive shall be entitled to receive severance pay in an amount equal to twelve (12) multiplied by Executive’s monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination, which amount shall be payable in a lump sum sixty (60) days following Executive’s Involuntary Termination; and (iii) for the period beginning on the date of Executive’s Separation from Service and ending on the date which is twelve (12) full months following the date of Executive’s Separation from Service (or, if earlier, (1) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B2) the date Employee Executive becomes eligible for to receive the equivalent or increased healthcare coverage under health and/or dental plans by means of another employersubsequent employment or self-employment) (such period, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”), if Executive and/or his or her eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Separation from Service elect to have COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse Executive on a monthly basis for an amount equal to (A) the monthly premium Executive and/or his or her covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for Executive and/or his or her eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of Executive’s Separation from Service (calculated by reference to the premium as of the date of Executive’s Separation from Service) less (B) the amount Executive would have had to pay to receive group health coverage for Executive and/or his or her covered dependents, as applicable, based on the cost sharing levels in effect on the date of Executive’s Separation from Service. If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary TerminationSeparation from Service, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, (as amended (the “Code”defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee Executive the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject Executive shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. Executive shall notify the Company immediately if Executive becomes eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment. (iv) Notwithstanding anything to the contrary in this Section 6(c4(b), and subject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, in the amounts payable pursuant event of Executive’s Involuntary Termination within twelve (12) months following a Change in Control, Executive shall be entitled to clause receive, in addition to the severance benefits described in clauses (i), (ii) above and (iii) above, an amount equal to Executive’s target bonus for the year in which Executive’s Involuntary Termination occurs, prorated for the portion of the year that has expired prior to the date of Executive’s Involuntary Termination, which amount shall be payable in a lump sum within five sixty (560) days following the date Employee's Release becomes effective and irrevocableExecutive’s Involuntary Termination.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, and subject to the limitations set forth in Section 6if Executive’s employment is Involuntarily Terminated, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits as followsto which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (i) the Company shall pay to Employee Executive her fully earned but unpaid base salary, when due, through the date of Executive’s Involuntary Termination at the rate then in one lump sum effect, accrued and unused PTO, plus all other benefits, if any, under any Company group retirement plan, nonqualified deferred compensation plan, equity award plan or agreement, health benefits plan or other Company group benefit plan to which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Involuntary Termination (the “Accrued Obligations”); (ii) Executive shall be entitled to receive severance pay in an amount equal to (A) twelve (12) months of EmployeeExecutive’s Annual Salary that Employee was receiving monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination, multiplied by (B) nine (9), which amount shall be payable in a lump sum sixty (60) days following Executive’s Involuntary Termination; plus (Biii) any accrued but unpaid bonus for the calendar year preceding Employee’s termination, Executive shall be entitled to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employeereceive Executive’s Target Bonus for the year in which the date of EmployeeExecutive’s Involuntary Termination occurs; (ii) full acceleration , prorated for the portion of the vesting year that has elapsed prior to the date of all equity awards held by Employee at the time of the Executive’s Involuntary Termination, including any options, restricted stock, restricted stock units or other awardswhich amount shall be payable in a lump sum sixty (60) days following Executive’s Involuntary Termination; and (iiiiv) reimbursement for the cost period beginning on the date of continuation of health insurance benefits provided to Employee immediately prior to the Executive’s Involuntary Termination pursuant to and ending on the terms date which is nine (9) full months following the date of Executive’s Involuntary Termination (or, if earlier, (A) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B) the date Employee Executive becomes eligible for to receive the equivalent or increased healthcare coverage under health and/or dental plans by means of another employersubsequent employment or self-employment) (such period, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”). If any of , if Executive and/or her eligible dependents who were covered under the Company’s health benefits are self-funded insurance plans as of the date of EmployeeExecutive’s Involuntary TerminationTermination elect to have COBRA coverage and are eligible for such coverage, or if the Company cannot provide shall pay for or reimburse Executive on a monthly basis for an amount equal to (1) the foregoing benefits in a manner that is exempt from Section 409A monthly premium Executive and/or her covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for Executive and/or her eligible dependents, as applicable, who were covered under the Company’s health plans as of the Internal Revenue Code date of 1986, Executive’s Involuntary Termination (calculated by reference to the premium as amended (the “Code”) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act)date of Executive’s Involuntary DocuSign Envelope ID: 67ABBAF9-C311-4B29-BCAC-0403902A0CE1 (A) in the event of Executive’s Involuntary Termination within eighteen (18) months following a Change in Control, instead of providing (1) the reimbursements references to nine (9) months in clauses (ii) and (iv) shall be increased to twelve (12) months, and (2) the Target Bonus payable pursuant to clause (iii) shall not be subject to proration, which amount shall be payable as set forth provided in clause (iii) above, and (B) in the Company shall instead pay event of Executive’s Involuntary Termination at any time following a Change in Control, all of Executive’s Stock Awards will vest on an accelerated basis effective as of the date of Executive’s Involuntary Termination. The foregoing provision (B) is hereby deemed to Employee the foregoing monthly amount as be a taxable monthly payment part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award (and, for the COBRA Coverage Period (or avoidance of doubt, if any remaining portion thereof). Subject Stock Award is subject to Section 6(c), the amounts payable more favorable vesting pursuant to any agreement or plan regarding such Stock Award, such more favorable provisions shall continue to apply and shall not be limited by this clause (i) above shall be payable in a lump sum within five (5) days following the date Employee's Release becomes effective and irrevocablev)).

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, and subject to the limitations set forth in Section 6if Executive’s employment is Involuntarily Terminated, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits as follows: to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (i) the Company shall pay to Employee in one lump sum an amount equal to (A) twelve (12) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination; plus (B) any accrued Executive his or her fully earned but unpaid bonus for the calendar year preceding Employee’s terminationbase salary, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employee’s Target Bonus for the year in which when due, through the date of EmployeeExecutive’s Involuntary Termination occurs; (ii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Terminationrate then in effect, including accrued and unused PTO, plus all other benefits, if any, under any optionsCompany group retirement plan, restricted stocknonqualified deferred compensation plan, restricted stock units equity award plan or agreement (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by Section 3(g) above), health benefits plan or other awards; and (iii) reimbursement for the cost of continuation of health insurance benefits provided Company group benefit plan to Employee immediately prior to the Involuntary Termination which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Involuntary Termination (the “Accrued Obligations”); (ii) Executive shall be entitled to receive severance pay in an amount equal to nine (9) multiplied by Executive’s monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination, which amount shall be payable in a lump sum sixty (60) days following Executive’s Involuntary Termination; and (iii) for the period beginning on the date of Executive’s Separation from Service and ending on the date which is nine (9) full months following the date of Executive’s Separation from Service (or, if earlier, (1) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) US-DOCS\101650218.1 expires or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B2) the date Employee Executive becomes eligible for to receive the equivalent or increased healthcare coverage under health and/or dental plans by means of another employersubsequent employment or self-employment) (such period, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”), if Executive and/or his or her eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Separation from Service elect to have COBRA coverage and are eligible for such coverage, the Company shall pay for or reimburse Executive on a monthly basis for an amount equal to (A) the monthly premium Executive and/or his or her covered dependents, as applicable, are required to pay for continuation coverage pursuant to COBRA for Executive and/or his or her eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of Executive’s Separation from Service (calculated by reference to the premium as of the date of Executive’s Separation from Service) less (B) the amount Executive would have had to pay to receive group health coverage for Executive and/or his or her covered dependents, as applicable, based on the cost sharing levels in effect on the date of Executive’s Separation from Service. If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary TerminationSeparation from Service, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, (as amended (the “Code”defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee Executive the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject Executive shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. Executive shall notify the Company immediately if Executive becomes eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment. (iv) Notwithstanding anything to the contrary in this Section 6(c4(b), and subject to Sections 4(d) and 9(o) and Executive’s continued compliance with Section 5, in the amounts payable pursuant event of Executive’s Involuntary Termination within twelve (12) months following a Change in Control, (A) the references to clause nine (9) months in clauses (ii) and (iii) above shall be increased to twelve (12) months, and (B) Executive shall be entitled to receive, in addition to the severance benefits described in clauses (i), (ii) above and (iii) above, an amount equal to Executive’s target bonus for the year in which Executive’s Involuntary Termination occurs, which amount shall be payable in a lump sum within five sixty (560) days following the date Employee's Release becomes effective and irrevocableExecutive’s Involuntary Termination.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary Termination, and subject to the limitations set forth in Section 6, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will be entitled to receive severance benefits as follows: (i) the Company shall pay to Employee in one lump sum an amount equal to (A) twelve (12) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination; plus (B) any accrued but unpaid bonus for the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as paid)(as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employee’s Target Bonus average of the bonuses paid by the Company to Employee for services during each of the year in three most recent fiscal years (or such shorter period of time during which Employee was eligible for a bonus) prior to the date of Employee’s the Involuntary Termination occurs(and, to the extent Employee was not employed for an entire fiscal year, the bonus received by Employee for such fiscal year shall be annualized for purposes of the preceding calculation); (ii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; and (iii) reimbursement for the cost of continuation of health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B) the date Employee becomes eligible for coverage under health and/or dental plans of another employer, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”). If any of the Company’s health benefits are self-funded as of the date of Employee’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements as set forth in clause (iiiii) above, the Company shall instead pay to Employee the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject to Section 6(c), the amounts payable pursuant to clause (i) above shall be payable in a lump sum within five (5) days following the date Employee's Release becomes effective and irrevocable.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(e) and 9(o) and Executive’s continued compliance with Section 5, and subject to the limitations set forth in Section 6if Executive’s employment is Involuntarily Terminated, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits as follows: to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below, which, with respect to clause (ii) and the last sentence of clause (iii) (if applicable) will be payable in a lump sum within ten (10) days following the effective date of Executive’s Release: (i) the Company shall pay to Employee in one lump sum an amount equal to (A) twelve (12) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination; plus (B) any accrued Executive his or her fully earned but unpaid bonus for the calendar year preceding Employee’s terminationbase salary, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employee’s Target Bonus for the year in which when due, through the date of EmployeeExecutive’s Involuntary Termination occurs; (ii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Terminationrate then in effect, including plus all other benefits, if any, under any optionsCompany group retirement plan, restricted stocknonqualified deferred compensation plan, restricted stock units equity award plan or agreement (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by Section 3(g) above), health benefits plan or other awards; and (iii) reimbursement for the cost of continuation of health insurance benefits provided Company group benefit plan to Employee immediately prior to the Involuntary Termination which Executive may be entitled pursuant to the terms of such plans or agreements at the Consolidated Omnibus Budget Reconciliation Act time of 1985, as amended Executive’s Involuntary Termination; (“COBRA”ii) or other applicable law through the earliest Executive shall be entitled to occur of (A) receive severance pay in an amount equal to twelve (12) multiplied by Executive’s monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination; and (iii) for the period beginning on the date of Executive’s Involuntary Termination and ending on the date which is twelve (12) full months following the date of Executive’s Involuntary Termination (or, if earlier, the date on which the applicable continuation period under COBRA expires), the Company shall arrange to provide Executive and his or her eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Involuntary Termination with health (including medical and dental) insurance benefits substantially similar to those provided to Executive and his or her dependents immediately prior to the date of such Involuntary Termination, (B) the date Employee becomes eligible for coverage under health and/or dental plans of another employer, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”). If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements continued health insurance benefits as set forth in clause (iii) above, the Company shall instead pay to Employee Executive an amount equal to twelve (12) multiplied by the foregoing monthly premium Executive would be required to pay for continuation coverage pursuant to COBRA for Executive and his or her eligible dependents who were covered under the Company’s health plans as of the date of Executive’s Involuntary Termination (calculated by reference to the premium as of the date of Involuntary Termination). (iv) Notwithstanding anything to the contrary in this Section 4(c), and subject to Sections 4(e) and 9(o) and Executive’s continued compliance with Section 5, in the event of Executive’s Involuntary Termination during the period commencing sixty (60) days prior to a Change in Control or twelve (12) months following a Change in Control, Executive shall be entitled to receive, in addition to the severance benefits described in clauses (i), (ii) and (iii) above, an amount equal to [FOR XX. XXXXXX: the sum of (A) six (6) multiplied by Executive’s monthly base salary as a taxable monthly payment in effect immediately prior to the date of Executive’s Involuntary Termination plus (B)] Executive’s Bonus for the COBRA Coverage Period (or any remaining portion thereof). Subject to Section 6(c)year in which Executive’s Involuntary Termination occurs, the amounts payable pursuant to clause (i) above which amount shall be payable in a lump sum within five ten (510) days following the later of (A) the effective date Employee's of Executive’s Release becomes effective and irrevocable(B) the date of the Change in Control.

Severance Upon Involuntary Termination. In the event that Employee suffers an Involuntary TerminationSubject to Sections 4(d) and 10(o) and Executive’s continued compliance with Section 5, and subject to the limitations set forth in Section 6if Executive’s employment is Involuntarily Terminated, then in addition to any accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of such termination, Employee will Executive shall be entitled to receive receive, in lieu of any severance benefits as follows: to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (i) the Company shall pay to Employee in one lump sum an amount equal to (A) twelve (12) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination; plus (B) any accrued Executive her fully earned but unpaid bonus for the calendar year preceding Employee’s terminationbase salary, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion); plus (C) 100% of the Employee’s Target Bonus for the year in which when due, through the date of EmployeeExecutive’s Involuntary Termination occurs; (ii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Terminationrate then in effect, including all accrued but unused PTO, plus all other benefits, if any, under any optionsCompany group retirement plan, restricted stocknonqualified deferred compensation plan, restricted stock units equity award plan or agreement (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by Section 3(g) above), health benefits plan or other awards; and (iii) reimbursement for the cost of continuation of health insurance benefits provided Company group benefit plan to Employee immediately prior to the Involuntary Termination which Executive may be entitled pursuant to the terms of such plans or agreements at the time of Executive’s Involuntary Termination (the “Accrued Obligations”); (ii) Executive shall be entitled to receive severance pay in an amount equal to six (6) multiplied by Executive’s monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination, which amount will be payable in cash in a lump sum within ten (10) days following the effective date of Executive's Release (as defined below); and (iii) for the period beginning on the date of Executive’s Involuntary Termination and ending on the date which is six (6) full months following the date of Executive’s Involuntary Termination (or, if earlier, (A) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires or other applicable law through the earliest to occur of (A) twelve (12) months following the Involuntary Termination, (B) the date Employee Executive becomes eligible for to receive the equivalent or increased healthcare coverage under health and/or dental plans of another from a subsequent employer) (such period, or (C) the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “COBRA Coverage Period”), if Executive and her eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Involuntary Termination elect to have COBRA coverage and are eligible for such coverage, the Company shall directly pay or reimburse Executive on a monthly basis for an amount equal to (1) the monthly premium Executive is required to pay for continuation coverage pursuant to COBRA for Executive and her eligible dependents who were covered under the Company’s health plans as of the date of Executive’s Involuntary Termination (calculated by reference to the premium as of the date of Executive’s Involuntary Termination) less (2) the amount Executive would have had to pay to receive group health coverage for Executive and her covered dependents based on the cost sharing levels in effect on the date of Executive’s Involuntary Termination. If any of the Company’s health benefits are self-funded as of the date of EmployeeExecutive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, (as amended (the “Code”defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth in clause (iii) above, the Company shall instead pay to Employee Executive the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Subject Executive shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such 7 US-DOCS\110686386.1 coverage and the timely payment of premiums. Executive shall notify the Company immediately if Executive becomes eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment. (iv) Notwithstanding anything to the contrary in this Section 6(c4(b), and subject to Sections 4(d) and 10(o) and Executive's continued compliance with Section 5, in the amounts payable pursuant event of Executive's Involuntary Termination during the ninety (90) days prior to, or twelve (12) month period following, a Change in Control: (A) the reference to six (6) months in clause (iii) above shall be increased to twelve (12) months, and Executive's severance pay under clause (ii) shall be payable as follows: (1) an amount equal to six (6) multiplied by Executive’s monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination shall be payable in cash in a lump sum within five ten (510) days following the effective date Employeeof Executive's Release; and (2) an amount equal to six (6) multiplied by Executive’s monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination shall be payable in cash in a lump sum within ten (10) days following the later of (x) the effective date of Executive's Release becomes (as defined below), and (y) the date of the Change in Control; (B) the reference to six (6) months in clause (iii) shall be increased to twelve (12) months; and (C) Executive shall be entitled to receive, in addition to the severance benefits described in clauses (ii) and (iii) above (as modified by this clause (iv)), an amount equal to Executive’s Target Bonus for the year in which Executive's Involuntary Termination occurs, pro-rated to reflect the portion of such year that has elapsed prior to the date of Executive's Involuntary Termination, payable in cash in a lump sum within ten (10) days following the later of (1) the effective and irrevocabledate of Executive's Release or (2) the date of the Change in Control.