Common use of Severance Upon Involuntary Termination Clause in Contracts

Severance Upon Involuntary Termination. Subject to Sections 4(e) and 9(o) and Executive’s continued compliance with Section 5, if Executive’s employment is Involuntarily Terminated, Executive shall be entitled to 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: (i) the Company shall pay to 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 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; SD\1213749.2 (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 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. If any of the Company’s health benefits are self-funded as of the date of Executive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A (as defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing continued health insurance benefits as set forth above, the Company shall instead pay to Executive an amount equal to twelve (12) multiplied by the 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), which amount shall be payable in a lump sum within ten (10) days following the effective date of Executive’s Release. (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 Executive’s Bonus for the year in which Executive’s Involuntary Termination occurs, which amount shall be payable in a lump sum within ten (10) days following the later of (A) the effective date of Executive’s Release and (B) the date of the Change in Control.

Severance Upon Involuntary Termination. Subject to Sections 4(e5(f) and 9(o10(p) and Executive’s 's continued compliance with Section 56, if Executive’s 's employment is Involuntarily Terminated, Executive shall be entitled to 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 ninety (1090) days following the effective date of Executive’s Release:'s Release (as hereinafter defined): (i) the Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of Executive’s 's Involuntary Termination at the rate then in effecteffect (without regard to any reduction in salary that gave rise to an event of Good Reason), 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)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 's Involuntary Termination; SD\1213749.2; (ii) Executive shall be entitled to receive severance pay in an amount equal to twelve (12) multiplied by Executive’s monthly the base salary as in effect immediately prior payable to Executive under Section 3(a) of this Agreement from the date of Executive’s 's Involuntary TerminationTermination until the three (3) month anniversary of such Involuntary Termination (the "Severance Period"); 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 That portion of the date of Executive’s Involuntary Termination with health (including medical and dental) insurance benefits substantially similar Stock Awards that would have vested over the Severance Period shall be automatically accelerated so as to those provided to Executive and his or her dependents be 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 Executive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A (as defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing continued health insurance benefits as set forth above, the Company shall instead pay to Executive an amount equal to twelve (12) multiplied by the 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 vested as of the date of Involuntary Termination)Termination and any vested options or similar award (e.g., which amount shall a stock appreciation right) may be payable in a lump sum within ten exercised at any time during the Severance Period (10) days following the effective date of Executive’s Release. (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 Executive’s Bonus for the year in which Executive’s Involuntary Termination occurs, which amount shall be payable in a lump sum within ten (10) days following the later of earlier termination (A) in connection with a recapitalization or similar transaction pursuant to the effective date of Executive’s Release and Company's equity incentive plans governing such Stock Awards or (B) the date contractual term of the Change in ControlStock Award), or if longer, through the date such vested options or similar award are exercisable under the terms of the applicable Stock Award.

Severance Upon Involuntary Termination. Subject to Sections 4(e5(d), 5(h), 5(i) and 9(o10(o) and Executive’s continued compliance with Section 56, if Executive’s employment is Involuntarily Terminated, Executive shall be entitled to 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) 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 Executive his or her Executive’s estate, as applicable, Executive’s fully earned but unpaid base salary, when due, through the date of Executive’s Involuntary Termination Separation from Service at the rate then in 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 amounts to which Executive may be is entitled pursuant in respect of the period to the terms date of such plans termination under any compensation plan or agreements practice of the Company at the time of Executive’s Involuntary Termination; SD\1213749.2Separation from Service; (ii) Executive or Executive’s estate, as applicable, 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 TerminationSeparation from Service; and (iii) for the period beginning on the date of Executive’s Involuntary Termination Separation from Service 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)Separation from Service, the Company shall arrange pay to provide Executive an amount equal to the monthly plan premium payment for 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. If any of the Company’s health benefits are self-funded as of the date of Executive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A (as defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing continued health insurance benefits as set forth above, the Company shall instead pay to Executive an amount equal to twelve (12) multiplied by the 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 's health plans as of the date of Executive’s Involuntary Termination 's Separation from Service (calculated by reference to the premium Executive's premiums as of the date of Involuntary Termination)Executive's Separation from Service, which amount shall be payable in a lump sum within ten (10) days following or, if the effective date Company does not maintain any Schemes at the time of Executive’s Release's Separation from Service, calculated by reference to the amount payable by the Company pursuant to the last paragraph of Section 4(c) above) as a taxable monthly payment. (iv) Notwithstanding anything to the contrary in this Section 4(c5(b), and subject to Sections 4(e5(d) and 9(o10(o) and Executive's continued compliance with Section 56, 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 Executive’s Bonus for the year in which Executive’s Involuntary Termination occurs, which amount shall be payable in a lump sum within ten (10) days following the later of (A) the effective date of Executive’s Release and (B) the date of the Change in Control.

Severance Upon Involuntary Termination. Subject to Sections 4(e4(d) and 9(o) and Executive’s continued compliance with Section 5, if Executive’s employment is Involuntarily Terminated, Executive shall be entitled to 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: : (i) the Company shall pay to 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 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 (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by Section 3(g) above)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 TerminationTermination (the “Accrued Obligations”); SD\1213749.2 (ii) Executive shall be entitled to receive severance pay in an amount equal to twelve (12A) multiplied by Executive’s monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination, multiplied by (B) twelve (12), which amount shall be payable in a lump sum sixty (60) days following Executive’s Involuntary Termination; and (iii) Executive shall be entitled to receive 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 sixty (60) days following Executive’s Involuntary Termination; (iv) 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, (A) the date on which the applicable continuation period under COBRA expires)the Consolidated Omnibus Budget Reconciliation Act of 1985, the Company shall arrange to provide Executive and his as amended (“COBRA”) expires or her eligible dependents who were covered under the Company’s health insurance plans as of (B) the date Executive becomes eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment) (such 5 US-DOCS\117462390.2 (A) in the event of Executive’s Involuntary Termination with health within eighteen (including medical 18) months following a Change in Control, the Target Bonus payable pursuant to clause (iii) shall not be subject to proration, which amount shall be payable as provided in clause (iii) above, and dental(B) insurance benefits substantially similar to those provided to Executive and his or her dependents immediately prior to in the date event of such Executive’s Involuntary Termination. If 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 Executive’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, or for the avoidance of doubt, if the Company cannot provide the foregoing benefits in a manner that any Stock Award is exempt from Section 409A (as defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing continued health insurance benefits as set forth above, the Company shall instead pay subject to Executive an amount equal to twelve (12) multiplied by the monthly premium Executive would be required to pay for continuation coverage more favorable vesting pursuant to COBRA for Executive any agreement or plan regarding such Stock Award, such more favorable provisions shall continue to apply and his or her eligible dependents who were covered under the Company’s health plans as of the date of Executive’s Involuntary Termination shall not be limited by this clause (calculated by reference to the premium as of the date of Involuntary Terminationv), which amount shall be payable in a lump sum within ten (10) days following the effective date of Executive’s Release). (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 Executive’s Bonus for the year in which Executive’s Involuntary Termination occurs, which amount shall be payable in a lump sum within ten (10) days following the later of (A) the effective date of Executive’s Release and (B) the date of the Change in Control.

Severance Upon Involuntary Termination. Subject to Sections 4(e4(d) and 9(o) and Executive’s continued compliance with Section 5, if Executive’s employment is Involuntarily Terminated, Executive shall be entitled to 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: (i) the Company shall pay to 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 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 (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by Section 3(g) above)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; SD\1213749.2Termination (the “Accrued Obligations”); (ii) Executive shall be entitled to receive severance pay in an amount equal to twelve (12A) multiplied by Executive’s monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination; and, multiplied by (B) twelve (12), which amount shall be payable in a lump sum sixty (60) days following Executive’s Involuntary Termination; (iii) Executive shall be entitled to receive 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, 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 and ending on the 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 (B) the date Executive becomes eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment) (such period, the “COBRA expiresCoverage Period”), the Company shall arrange to provide if Executive and and/or 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 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 (including medical and dental) insurance benefits substantially similar to those provided to Executive and his or her dependents immediately prior to plans as of the date of such 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 Executive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A (as defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing continued health insurance benefits the payments or reimbursements as set forth above, the Company shall instead pay to Executive an the foregoing monthly amount equal as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Executive shall be solely responsible for all matters relating to twelve (12) multiplied by the monthly premium Executive would be required to pay for continuation of coverage pursuant to COBRA for 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. (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 (iii) shall not be subject to proration, which amount shall be payable as provided in clause (iii) above, and his or her eligible dependents who were covered under (B) in the Companyevent of Executive’s health plans 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 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 (calculated by reference to and, for the premium as avoidance of the date of Involuntary Termination)doubt, which amount shall be payable in a lump sum within ten (10) days following the effective date of Executive’s Release. (iv) Notwithstanding anything to the contrary in this Section 4(c), and if any Stock Award is subject to Sections 4(e) more favorable vesting pursuant to any agreement or plan regarding such Stock Award, such more favorable provisions shall continue to apply and 9(o) and Executive's continued compliance with Section 5, in the event of Executive's Involuntary Termination during the period commencing sixty shall not be limited by this clause (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 (iv), (ii) 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 ten (10) days following the later of (A) the effective date of Executive’s Release and (B) the date of the Change in Control).

Severance Upon Involuntary Termination. Subject In the event of Executive’s Involuntarily Termination, subject to Sections 4(e4(d) and 9(o) and Executive’s continued compliance with Section 5, if Executive’s employment is Involuntarily Terminated, Executive shall be entitled to receive, in addition to the accrued compensation described in Section 4(a) and in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the CompanyCompany (other than as provided in Section 3(g) of this Agreement), 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 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 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; SD\1213749.2 (ii) Executive shall be entitled to receive severance pay in an amount a lump sum cash payment equal to twelve (12) multiplied by Executive’s 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, payable within ten (10) days following the date on which Executive’s Release (as 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 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 Control, Executive shall be entitled to receive a lump sum cash payment equal to two (2) times Executive’s Bonus for the year in which Executive’s Involuntary Termination occurs; and (iii) for the period beginning on the date of Executive’s Involuntary Termination Separation from Service and ending on the date which is twelve nine (129) full months following the date of Executive’s Involuntary Termination Separation from Service (or, if earlier, the date on which the applicable continuation period under COBRA expiresExecutive accepts other employment), 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 pay to Executive and his or her dependents a taxable monthly payment equal to the monthly premium Executive paid for healthcare coverage under Medicare 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 Executive’s Involuntary Terminationtermination of employment, or if the Company canin an amount not provide the foregoing benefits in a manner that is exempt from Section 409A (as defined below) or that is otherwise compliant with applicable law (to exceed $2,000 per month. Executive shall be solely responsible for all matters relating to her Medicare coverage, including, without limitation, Section 2716 her timely payment of the Public Health Service Act)premiums; provided, instead of providing continued health insurance benefits as set forth abovehowever, the Company shall instead pay to Executive an amount equal to twelve (12) multiplied by the 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 that if Executive’s Involuntary Termination occurs within twenty-four (calculated by reference to the premium as of the date of Involuntary Termination), which amount shall be payable in a lump sum within ten (10) days following the effective date of Executive’s Release. (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 (1224) months following a Change in of Control, Executive the foregoing reference to nine (9) months shall be entitled increased to receive, in addition to the severance benefits described in clauses twenty-four (i), (ii24) 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 ten (10) days following the later of (A) the effective date of Executive’s Release and (B) the date of the Change in Controlmonths.

Severance Upon Involuntary Termination. Subject to Sections 4(e) and 9(o) and Executive’s 's continued compliance with Section 5, if Executive’s 's employment is Involuntarily Terminated, Executive shall be entitled to 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 's Release: (i) the Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of Executive’s 's Involuntary Termination at the rate then in 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 's Involuntary Termination; SD\1213749.2; (ii) Executive shall be entitled to receive severance pay in an amount equal to twelve (12) multiplied by Executive’s 's monthly base salary as in effect immediately prior to the date of Executive’s 's Involuntary Termination; and (iii) for the period beginning on the date of Executive’s 's Involuntary Termination and ending on the date which is twelve (12) full months following the date of Executive’s '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 's health insurance plans as of the date of Executive’s '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. If any of the Company’s 's health benefits are self-funded as of the date of Executive’s 's Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A (as defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing continued health insurance benefits as set forth above, the Company shall instead pay to Executive an amount equal to twelve (12) multiplied by the 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 's health plans as of the date of Executive’s 's Involuntary Termination (calculated by reference to the premium as of the date of Involuntary Termination), which amount shall be payable in a lump sum within ten (10) days following the effective date of Executive’s Release. (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 '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 's Involuntary Termination occurs, which amount shall be payable in a lump sum within ten (10) days following the later of (A) the effective date of Executive’s 's Release and (B) the date of the Change in Control.

Severance Upon Involuntary Termination. Subject to Sections 4(e4(d) and 9(o) and Executive’s continued compliance with Section 5, if Executive’s employment is Involuntarily Terminated, Executive shall be entitled to 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: (i) the Company shall pay to 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 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 (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by Section 3(g) above)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; SD\1213749.2Termination (the “Accrued Obligations”); (ii) Executive shall be entitled to receive severance pay in an amount equal to twelve (12A) multiplied by Executive’s monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination; and, multiplied by (B) eighteen (18), which amount shall be payable in a lump sum sixty (60) days following Executive’s Involuntary Termination; (iii) Executive shall be entitled to receive 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, 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 and ending on the date which is twelve eighteen (1218) 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 (B) the date Executive becomes eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment) (such period, the “COBRA expiresCoverage Period”), the Company shall arrange to provide if Executive and his or and/or her eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Involuntary Termination with 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 (including medical and dental) insurance benefits substantially similar to those provided to Executive and his or her dependents immediately prior to plans as of the date of such 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 Executive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A (as defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing continued health insurance benefits the payments or reimbursements as set forth above, the Company shall instead pay to Executive an the foregoing monthly amount equal as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Executive shall be solely responsible for all matters relating to twelve (12) multiplied by the monthly premium Executive would be required to pay for continuation of coverage pursuant to COBRA for COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. Executive and his shall notify the Company immediately if Executive becomes eligible to receive the equivalent or her eligible dependents who were covered under increased healthcare coverage by means of subsequent employment or self-employment. (v) (A) in the Company’s health plans as of the date event of Executive’s Involuntary Termination within eighteen (calculated by reference to the premium as of the date of Involuntary Termination), which amount shall be payable in a lump sum within ten (10) days following the effective date of Executive’s Release. (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 (1218) months following a Change in Control, (1) in lieu of the amount in clause (iii) above, Executive shall be entitled to receive, in addition to the severance benefits described in clauses (i), (ii) and (iii) above, 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 ten (10) days following Change in Control, all of Executive’s Stock Awards will vest on an accelerated basis effective as of the later of (A) the effective date of Executive’s Release 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 (B) and, for the date avoidance of the Change in Controldoubt, 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. Subject to Sections 4(e4(d) and 9(o) and Executive’s continued compliance with Section 5, if Executive’s employment is Involuntarily Terminated, Executive shall be entitled to 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: (i) the Company shall pay to 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 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 (other than any such plan or agreement pertaining to Stock Awards whose treatment is prescribed by Section 3(g) above)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; SD\1213749.2Termination (the “Accrued Obligations”); (ii) Executive shall be entitled to receive severance pay in an amount equal to twelve (12A) multiplied by Executive’s monthly base salary as in effect immediately prior to the date of Executive’s Involuntary Termination; and, multiplied by (B) twelve (12), which amount shall be payable in a lump sum sixty (60) days following Executive’s Involuntary Termination; (iii) Executive shall be entitled to receive 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, 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 and ending on the 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 (B) the date Executive becomes eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment) (such period, the “COBRA expiresCoverage Period”), the Company shall arrange to provide if Executive and and/or 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 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 (including medical and dental) insurance benefits substantially similar to those provided to Executive and his or her dependents immediately prior to plans as of the date of such 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 Executive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A (as defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing continued health insurance benefits the payments or reimbursements as set forth above, the Company shall instead pay to Executive an the foregoing monthly amount equal as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Executive shall be solely responsible for all matters relating to twelve (12) multiplied by the monthly premium Executive would be required to pay for continuation of coverage pursuant to COBRA for 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) (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 (iii) shall not be subject to proration, which amount shall be payable as provided in clause (iii) above, and his or her eligible dependents who were covered under (B) in the Companyevent of Executive’s health plans 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 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 (calculated by reference to and, for the premium as avoidance of the date of Involuntary Termination)doubt, which amount shall be payable in a lump sum within ten (10) days following the effective date of Executive’s Release. (iv) Notwithstanding anything to the contrary in this Section 4(c), and if any Stock Award is subject to Sections 4(e) more favorable vesting pursuant to any agreement or plan regarding such Stock Award, such more favorable provisions shall continue to apply and 9(o) and Executive's continued compliance with Section 5, in the event of Executive's Involuntary Termination during the period commencing sixty shall not be limited by this clause (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 (iv), (ii) 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 ten (10) days following the later of (A) the effective date of Executive’s Release and (B) the date of the Change in Control).