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, 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 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 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 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(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 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 pay for or reimburse Executive on a monthly basis for an amount equal to Employee (1) the foregoing monthly amount premium Executive and/or her covered dependents, as a taxable monthly payment applicable, are required to pay for the COBRA Coverage Period (or any remaining portion thereof). Subject to Section 6(c), the amounts payable continuation coverage pursuant to clause (i) above shall be payable in a lump sum within five (5) days following COBRA for Executive and/or her eligible dependents, as applicable, who were covered under the Company’s health plans as of the date Employee's Release becomes effective and irrevocable.of Executive’s Involuntary Termination (calculated by reference to the premium as of the date of Executive’s Involuntary DocuSign Envelope ID: 67ABBAF9-C311-4B29-BCAC-0403902A0CE1

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 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 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 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 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 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.