Common use of Standard Severance Clause in Contracts

Standard Severance. If, during the Term, Executive’s employment is terminated by the Company without Cause (and for purposes hereof the non-renewal of the Term by the Company shall be deemed termination by the Company of Executive’s employment without Cause) or by Executive due to resignation for Good Reason, then, subject to Executive signing on or before the forty-fifth (45th) day following Executive’s Separation from Service (as defined below), and not revoking, a release of claims in substantially the form attached hereto as Exhibit A (the “Release”), and Executive’s continued compliance with Section 4, Executive shall receive, in addition to the compensation set forth in Section 3(c), the following: (A) an amount equal to Executive’s then current Annual Base Salary, payable in a lump sum on the First Payment Date (as defined below); (B) an amount equal to Executive’s pro-rata target Annual Bonus for the fiscal year in which the termination occurs, such pro-rata amount calculated by multiplying the Executive’s target Annual Bonus for the fiscal year in which the termination occurs by a fraction (the “Termination Fraction”) where the numerator is the number of days that have elapsed in the fiscal year through and including the date of termination and the denominator is 365, payable in a lump sum on the First Payment Date; provided, however, that the aggregate amount of such pro-rated target Annual Bonus shall in no event be less than the Annual Bonus paid by the Company to Executive with respect to the immediately prior fiscal year multiplied by the Termination Fraction; (C) for the twelve (12) month period following Executive’s Separation from Service (or, if earlier, the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“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 Separation from Service with health (including medical and dental) insurance benefits substantially similar to those provided to such dependents immediately prior to the date of such Separation from Service. If the Company is not reasonably able to continue health insurance benefits coverage 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 Executive’s Separation from Service, or if the Company cannot provide the foregoing benefits in a manner that 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 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 the COBRA for 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 the premium as of the date of Separation from Service), which amount shall be paid on the First Payment Date; and (D) acceleration of the vesting of Executive’s outstanding awards of equity compensation (including, without limitation, stock options, stock appreciation rights, restricted stock awards, and restricted stock units) otherwise scheduled to vest during the Restriction Period (as defined below), with all performance-based vesting criteria, if any, applicable to such awards that otherwise would vest on or prior to the expiration of the Restriction Period deemed satisfied at target.

Standard Severance. If, during In the Term, Executive’s employment is terminated by the Company without Cause (and for purposes hereof the non-renewal of the Term by the Company shall be deemed termination by the Company of Executive’s event that Benefitfocus terminates your employment without Cause) , or by Executive due to resignation you resign your employment for Good Reason, then, subject to Executive signing on and such event is not a CIC trigger event (such termination or before the forty-fifth (45th) day following Executive’s Separation from Service (as defined belowresignation a “Standard trigger event”), and not revoking, then upon your execution of a general release of claims in a form substantially similar to Exhibit B hereto within the form attached hereto as Exhibit A time allowed for execution (but not more than 59 days following the “Release”termination of employment date), and Executive’s continued compliance which release is not revoked by you during any revocation period allowed by law, Benefitfocus will provide you with Section 4, Executive shall receive, in addition to the compensation set forth in Section 3(c), the followingfollowing severance benefits: (Ai) an amount equal to Executive’s then the sum of: (A) one (1) time your then-current Annual Base SalaryPay, payable plus (B) one (1) time your then-current Target Bonus, with such sum paid in a lump sum on substantially equal installments over twelve (12) months in accordance with Benefitfocus’ payroll practice, commencing within 30 days after the First Payment Date (as defined below)release becomes irrevocable; (ii) if you are eligible for, elect and remain eligible for COBRA continuation coverage, Benefitfocus or its successor will pay the same percentage of the premium it was paying prior to termination during the first twelve (12) months of your COBRA period; (iii) to the extent the Initial RSU/PSU Award has not been fully vested prior to such Standard trigger event, then upon the Standard trigger event the unvested portions of the Initial RSU/PSU Award shall vest as follows (with the vesting of PSU at target or 100%): (A) if the Standard trigger date is within twelve (12) months of the Start Date, $3,750,000 of the unvested Initial RSU/PSU Award will vest; and (B) an amount equal if the Standard trigger date is after twelve (12) months following the Start Date, the unvested portion of the Initial RSU/PSU Grant will vest in full. In the event of any conflict or interpretation issues between this clause (iii), the Plan, or any document setting forth the terms of any such RSU/PSU award, the terms of this clause (iii) shall prevail and control; and (iv) to Executive’s the extent any Stock Rights, other than the Initial RSU/PSU Award (the “Other Stock Rights”), that have been granted to you have not been fully vested prior to such Standard trigger event, then, upon the Standard trigger event all such unvested Other Stock Rights shall continue to vest until the date twelve (12) months following the date of termination (the “One-Year Date”); provided, that if any such Other Stock Right does not have a vesting date occurring in the period from the date of termination or resignation to the One-Year Date, then, on the One-Year Date, you shall vest in a pro-rata target Annual Bonus for the fiscal year in which the termination occursportion of such award, with such pro-rata amount calculated portion equal to the product of: (x) the full award as of the grant date, multiplied by multiplying (y) a fraction; with the Executive’s target Annual Bonus for the fiscal year in which the termination occurs by fraction comprised of a fraction (the “Termination Fraction”) where the numerator is equal to the number of days that have elapsed from the grant date of such award to the One-Year Date and a denominator equal to the number of days in the fiscal year through and including period from the grant date to first vesting date occurring after the One-Year Date. In the event of termination and the denominator is 365, payable in a lump sum on the First Payment Date; provided, however, that the aggregate amount of such pro-rated target Annual Bonus shall in no event be less than the Annual Bonus paid by the Company to Executive with respect to the immediately prior fiscal year multiplied by the Termination Fraction; any conflict or interpretation issues between this clause (C) for the twelve (12) month period following Executive’s Separation from Service (or, if earlier, the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expiresiv), the Company shall arrange to provide Executive and his eligible dependents who were covered under Plan, or any document setting forth the Company’s health insurance plans as terms of the date of Executive’s Separation from Service with health (including medical and dental) insurance benefits substantially similar to those provided to any such dependents immediately prior to the date of such Separation from Service. If the Company is not reasonably able to continue health insurance benefits coverage under the Company’s insurance plansRSU, PSU or Stock Right, the Company terms of this clause (iv) 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 Executive’s Separation from Service, or if the Company cannot provide the foregoing benefits in a manner that 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 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 the COBRA for 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 the premium as of the date of Separation from Service), which amount shall be paid on the First Payment Date; and (D) acceleration of the vesting of Executive’s outstanding awards of equity compensation (including, without limitation, stock options, stock appreciation rights, restricted stock awards, prevail and restricted stock units) otherwise scheduled to vest during the Restriction Period (as defined below), with all performance-based vesting criteria, if any, applicable to such awards that otherwise would vest on or prior to the expiration of the Restriction Period deemed satisfied at targetcontrol.

Standard Severance. If, during the Term, If Executive’s employment hereunder is terminated by the Company without Cause (and for purposes hereof the non-renewal of the Term by the Company shall be deemed termination by the Company of Executive’s employment without Cause) or by Executive due to resignation for Good Reason, then, subject to Executive signing on or before the forty-fifth (45th) day following Executive’s Separation from Service (as defined below), and not revoking, a release of claims in substantially the form attached hereto as Exhibit A (the “Release”), and Executive’s continued compliance with Section 4, Executive shall receive, in addition to the compensation set forth in Section 3(c)Accrued Obligations, Company shall pay Executive the following: (Ai) an An amount equal to Executive’s then current Annual monthly Base SalarySalary for a twelve (12) month period (the “Severance Period”), payable with such payments to be made during the Severance Period in a lump sum on the First Payment Date (as defined below);accordance with Company’s normal payroll practices, less all customary and required taxes and employment-related deductions. (Bii) an An amount equal to one hundred percent (100%) of Executive’s pro-rata target Target Amount of the Annual Bonus for the fiscal year in which the termination occurs, such pro-rata amount calculated by multiplying the Executive’s target Annual Bonus for the fiscal year paid in which the termination occurs by a fraction (the “Termination Fraction”) where the numerator is the number of days that have elapsed in the fiscal year through and including the date of termination and the denominator is 365, payable in a one lump sum on the First Payment Date; provided, however, that the aggregate amount of such pro-rated target Annual Bonus shall in no event be less than the Annual Bonus paid by the Company to Executive with respect to the immediately prior fiscal year multiplied by the Termination Fraction; within sixty (C60) for the twelve (12) month period days following Executive’s Separation from Service termination date, less customary and required taxes and employment-related deductions (or, if earlier, the date on which the applicable continuation period iii) Subject to Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires), the Company shall arrange pay to provide Executive the group health plan provider or the COBRA provider a monthly payment equal to the monthly employee and his eligible dependents who were covered employer COBRA premiums to continue Executive’s coverage under the Company’s health insurance plans as group healthcare plan (including coverage for Executive’s eligible dependents, if applicable) until the earliest of (A) the twelve (12) month anniversary of the date of termination; (B) Executive’s Separation from Service with eligibility for group health plan benefits under any other employer’s group medical plan; or (including medical and dentalC) insurance benefits substantially similar to those provided to such dependents immediately prior to the date of such Separation from Service. If the Company is not reasonably able to continue health insurance benefits coverage 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 cessation of Executive’s Separation from Servicecontinuation rights under COBRA; provided, or if the Company reasonably determines that it cannot provide pay such amounts to the foregoing benefits in a manner that exempt from Section 409A of group health plan provider or the Internal Revenue Code of 1986, as amended COBRA provider (the “Code”if applicable) or that is otherwise compliant with without potentially violating 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 then Company shall instead pay convert such payments to payroll payments directly to Executive an amount equal for the time period specified above. Such payments, if to Executive, shall be subject to tax-related deductions and withholdings and paid on Company’s regular payroll dates. (iv) Notwithstanding anything to the contrary in the Plan or any stock option agreement executed by Executive pursuant thereto, any stock option then vested and exercisable as of Executive’s termination date may be exercised within twelve (12) multiplied months after Executive’s termination date, but in no event later than the ten (10) year anniversary of the original date of grant or the original expiration date of the stock option, whichever comes first (unless the Plan requires or authorizes earlier termination, including in connection with a liquidation or sale of Company). Any unvested portion of any option shall not be exercisable and shall expire and be cancelled on Executive’s termination date. Executive acknowledges that allowing for an outstanding option that is currently an incentive stock option under Section 422 of the Internal Revenue Code to be amended to allow for the option to be exercised more than three (3) months after Executive’s termination of employment, other than by reason of death or disability, will result in the monthly premium Executive would option being taxed as a non-qualified option, and therefore acknowledges and agrees that, by entering into this Agreement, any outstanding option issued under an applicable stock option agreement as an incentive stock option will be required taxed as a non-qualified option. The payments and benefits described in this Section 4(b) shall be referred to pay for continuation coverage pursuant as the “Standard Severance,” and are expressly subject to the COBRA for 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 the premium as of the date of Separation from Serviceconditions described in Section 4(d), which amount shall be paid on the First Payment Date; and (D) acceleration of the vesting of Executive’s outstanding awards of equity compensation (including, without limitation, stock options, stock appreciation rights, restricted stock awards, and restricted stock units) otherwise scheduled to vest during the Restriction Period (as defined below), with all performance-based vesting criteria, if any, applicable to such awards that otherwise would vest on or prior to the expiration of the Restriction Period deemed satisfied at target.

Standard Severance. If, during the Term, If Executive’s employment hereunder is terminated by the Company without Cause (and for purposes hereof the non-renewal of the Term by the Company shall be deemed termination by the Company of Executive’s employment without Cause) or by Executive due to resignation for Good Reason, then, subject to Executive signing on or before the forty-fifth (45th) day following Executive’s Separation from Service (as defined below), and not revoking, a release of claims in substantially the form attached hereto as Exhibit A (the “Release”), and Executive’s continued compliance with Section 4, Executive shall receive, in addition to the compensation set forth in Section 3(c)Accrued Obligations, Company shall pay Executive the following: (Ai) an An amount equal to Executive’s then current Annual monthly Base SalarySalary for a nine (9) month period (the “Severance Period”), payable with such payments to be made during the Severance Period in a lump sum on the First Payment Date (as defined below);accordance with Company’s normal payroll practices, less all customary and required taxes and employment-related deductions. (Bii) an An amount equal to seventy five percent (75%) of Executive’s pro-rata target Target Amount of the Annual Bonus for the fiscal year in which the termination occurs, such pro-rata amount calculated by multiplying the Executive’s target Annual Bonus for the fiscal year paid in which the termination occurs by a fraction (the “Termination Fraction”) where the numerator is the number of days that have elapsed in the fiscal year through and including the date of termination and the denominator is 365, payable in a one lump sum on the First Payment Date; provided, however, that the aggregate amount of such pro-rated target Annual Bonus shall in no event be less than the Annual Bonus paid by the Company to Executive with respect to the immediately prior fiscal year multiplied by the Termination Fraction; within sixty (C60) for the twelve (12) month period days following Executive’s Separation from Service termination date, less customary and required taxes and employment-related deductions (or, if earlier, the date on which the applicable continuation period iii) Subject to Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires), the Company shall arrange pay to provide Executive the group health plan provider or the COBRA provider a monthly payment equal to the monthly employee and his eligible dependents who were covered employer COBRA premiums to continue Executive’s coverage under the Company’s health insurance plans as group healthcare plan (including coverage for Executive’s eligible dependents, if applicable) until the earliest of (A) the nine (9) month anniversary of the date of termination; (B) Executive’s Separation from Service with eligibility for group health plan benefits under any other employer’s group medical plan; or (including medical and dentalC) insurance benefits substantially similar to those provided to such dependents immediately prior to the date of such Separation from Service. If the Company is not reasonably able to continue health insurance benefits coverage 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 cessation of Executive’s Separation from Servicecontinuation rights under COBRA; provided, or if the Company reasonably determines that it cannot provide pay such amounts to the foregoing benefits in a manner that exempt from Section 409A of group health plan provider or the Internal Revenue Code of 1986, as amended COBRA provider (the “Code”if applicable) or that is otherwise compliant with without potentially violating 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 then Company shall instead pay convert such payments to payroll payments directly to Executive an amount equal for the time period specified above. Such payments, if to Executive, shall be subject to tax-related deductions and withholdings and paid on Company’s regular payroll dates. (iv) Notwithstanding anything to the contrary in the Plan or any stock option agreement executed by Executive pursuant thereto, any stock option then vested and exercisable as of Executive’s termination date may be exercised within twelve (12) multiplied months after Executive’s termination date, but in no event later than the ten (10) year anniversary of the original date of grant or the original expiration date of the stock option, whichever comes first (unless the Plan requires or authorizes earlier termination, including in connection with a liquidation or sale of Company). Any unvested portion of any option shall not be exercisable and shall expire and be cancelled on Executive’s termination date. Executive acknowledges that allowing for an outstanding option that is currently an incentive stock option under Section 422 of the Internal Revenue Code to be amended to allow for the option to be exercised more than three (3) months after Executive’s termination of employment, other than by reason of death or disability, will result in the monthly premium Executive would option being taxed as a non-qualified option, and therefore acknowledges and agrees that, by entering into this Agreement, any outstanding option issued under an applicable stock option agreement as an incentive stock option will be required taxed as a non-qualified option. The payments and benefits described in this Section 4(b) shall be referred to pay for continuation coverage pursuant as the “Standard Severance,” and are expressly subject to the COBRA for 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 the premium as of the date of Separation from Serviceconditions described in Section 4(d), which amount shall be paid on the First Payment Date; and (D) acceleration of the vesting of Executive’s outstanding awards of equity compensation (including, without limitation, stock options, stock appreciation rights, restricted stock awards, and restricted stock units) otherwise scheduled to vest during the Restriction Period (as defined below), with all performance-based vesting criteria, if any, applicable to such awards that otherwise would vest on or prior to the expiration of the Restriction Period deemed satisfied at target.

Standard Severance. If, during the Term, If Executive’s employment hereunder is terminated by the Company without Cause (and for purposes hereof the non-renewal of the Term by the Company shall be deemed termination by the Company of Executive’s employment without Cause) or by Executive due to resignation for Good Reason, then, subject to Executive signing on or before the forty-fifth (45th) day following Executive’s Separation from Service (as defined below), and not revoking, a release of claims in substantially the form attached hereto as Exhibit A (the “Release”), and Executive’s continued compliance with Section 4, Executive shall receive, in addition to the compensation set forth in Section 3(c)Accrued Obligations, Company shall pay Executive the following: (Ai) an An amount equal to Executive’s then current Annual monthly Base SalarySalary for a nine (9) month period (the “Severance Period”), payable with such payments to be made during the Severance Period in a lump sum on the First Payment Date (as defined below);accordance with Company’s normal payroll practices, less all customary and required taxes and employment-related deductions. (Bii) an An amount equal to seventy five percent (75%) of Executive’s pro-rata target Annual Bonus Variable Compensation amount for the fiscal year in which the termination occurs, such pro-rata amount calculated by multiplying the Executive’s target Annual Bonus for the fiscal year paid in which the termination occurs by a fraction (the “Termination Fraction”) where the numerator is the number of days that have elapsed in the fiscal year through and including the date of termination and the denominator is 365, payable in a one lump sum on the First Payment Date; provided, however, that the aggregate amount of such pro-rated target Annual Bonus shall in no event be less than the Annual Bonus paid by the Company to Executive with respect to the immediately prior fiscal year multiplied by the Termination Fraction; within sixty (C60) for the twelve (12) month period days following Executive’s Separation from Service termination date, less customary and required taxes and employment-related deductions (or, if earlier, the date on which the applicable continuation period iii) Subject to Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires), the Company shall arrange pay to provide Executive the group health plan provider or the COBRA provider a monthly payment equal to the monthly employee and his eligible dependents who were covered employer COBRA premiums to continue Executive’s coverage under the Company’s health insurance plans as group healthcare plan (including coverage for Executive’s eligible dependents, if applicable) until the earliest of (A) the nine (9) month anniversary of the date of termination; (B) Executive’s Separation from Service with eligibility for group health plan benefits under any other employer’s group medical plan; or (including medical and dentalC) insurance benefits substantially similar to those provided to such dependents immediately prior to the date of such Separation from Service. If the Company is not reasonably able to continue health insurance benefits coverage 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 cessation of Executive’s Separation from Servicecontinuation rights under COBRA; provided, or if the Company reasonably determines that it cannot provide pay such amounts to the foregoing benefits in a manner that exempt from Section 409A of group health plan provider or the Internal Revenue Code of 1986, as amended COBRA provider (the “Code”if applicable) or that is otherwise compliant with without potentially violating 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 then Company shall instead pay convert such payments to payroll payments directly to Executive an amount equal for the time period specified above. Such payments, if to Executive, shall be subject to tax-related deductions and withholdings and paid on Company’s regular payroll dates. (iv) Notwithstanding anything to the contrary in the Plan or any stock option agreement executed by Executive pursuant thereto, any stock option then vested and exercisable as of Executive’s termination date may be exercised within twelve (12) multiplied months after Executive’s termination date, but in no event later than the ten (10) year anniversary of the original date of grant or the original expiration date of the stock option, whichever comes first (unless the Plan requires or authorizes earlier termination, including in connection with a liquidation or sale of Company). Any unvested portion of any option shall not be exercisable and shall expire and be cancelled on Executive’s termination date. Executive acknowledges that allowing for an outstanding option that is currently an incentive stock option under Section 422 of the Internal Revenue Code to be amended to allow for the option to be exercised more than three (3) months after Executive’s termination of employment, other than by reason of death or disability, will result in the monthly premium Executive would option being taxed as a non-qualified option, and therefore acknowledges and agrees that, by entering into this Agreement, any outstanding option issued under an applicable stock option agreement as an incentive stock option will be required taxed as a non-qualified option. The payments and benefits described in this Section 4(b) shall be referred to pay for continuation coverage pursuant as the “Standard Severance,” and are expressly subject to the COBRA for 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 the premium as of the date of Separation from Serviceconditions described in Section 4(d), which amount shall be paid on the First Payment Date; and (D) acceleration of the vesting of Executive’s outstanding awards of equity compensation (including, without limitation, stock options, stock appreciation rights, restricted stock awards, and restricted stock units) otherwise scheduled to vest during the Restriction Period (as defined below), with all performance-based vesting criteria, if any, applicable to such awards that otherwise would vest on or prior to the expiration of the Restriction Period deemed satisfied at target.