Common use of Termination by Company without Cause or by Executive for Good Reason Clause in Contracts

Termination by Company without Cause or by Executive for Good Reason. In the event that Executive’s employment is terminated during the Employment Term by the Company without Cause pursuant to Section 7(a) or by Executive for Good Reason pursuant to Section 7(b), the Company shall compensate Executive as follows: (i) on the date of termination, the Company shall pay to the Executive a lump sum amount equal to (A) any portion of unpaid Base Compensation and Equity Grant then due for periods on or prior to the effective date of termination plus (B) any Bonus earned and not yet paid through the date of termination; (ii) within 2-1/2 months following submission of proper expense reports by Executive, all expenses reasonably and necessarily incurred by Executive in connection with the business of the Company prior to the date of termination; and (iii) on the date that the Bonus for the Target Year in which the date of termination occurs would have been payable had Executive remained employed by the Company through such payment date, payment of the Pro-Rated Bonus for the Target Year in which the date of termination occurs; and (iv) provided that Executive executes a written release, substantially in the form attached hereto as Exhibit A, of any and all claims against the Company and all related parties with respect to all matters arising out of Executive’s employment by the Company (the “Release”) and the Release becomes effective (and no longer subject to revocation) within sixty (60) days following the date of termination, the Company shall (y) pay to the Executive the Severance Payment (as defined below), which Severance Payment shall be paid within five (5) business days following the date the Release becomes effective (and no longer subject to revocation) and (z) reimburse Executive’s payment of COBRA premiums for twelve (12) months from the date of termination. As used herein, “Severance Payment” means an amount equal to twelve (12) months of Employee’s Base Compensation and Equity Grant at the rate in effect as of the date of termination (or, in the case of a resignation for Good Reason due to a reduction in Base Salary, at the Base Salary rate in effect immediately prior to such reduction). In the event Executive’s employment is terminated without Cause or for Good Reason and a Change of Control of the Company occurs within six (6) months of such termination, Executive also shall be entitled to the severance benefits set forth under Section 8(c). To the extent the review or revocation period applicable to the Release spans two of Executive’s taxable years, the Severance Payment shall not be paid until the later taxable year. If the Company’s reimbursement of Executive’s payment of COBRA premiums pursuant to Section 10(b) or Section 10(c) would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act or Section 105(h) of the Code (“Section 105(h)”), Executive and the Company agree to work together in good faith to restructure such benefit.

Termination by Company without Cause or by Executive for Good Reason. In If the event that Company terminates Executive’s employment is terminated during the Employment Term without Cause (other than by reason of death or Disability) or Executive terminates employment with the Company without Cause pursuant to Section 7(a) or by Executive Group for Good Reason pursuant Reason, then Executive shall be entitled to Section 7(b), receive the Company shall compensate Executive as followsfollowing: (ia) on the date of terminationAccrued Benefits, the Company shall pay to the Executive a lump sum amount equal to (Ab) any portion of unpaid Base Compensation and Equity Grant then due for periods on or prior to the effective date of termination plus (B) any Bonus earned and not yet paid through the date of termination; (ii) within 2-1/2 months following submission of proper expense reports by Executive, all expenses reasonably and necessarily incurred by Executive in connection with the business of the Company prior to the date of termination; and (iii) on the date that the Bonus for the Target Year in which the date of termination occurs would have been payable had Executive remained employed by the Company through such payment date, payment of the Pro-Rated Bonus for the Target Year in which the date of termination occurs; and (iv) provided that Executive executes a written release, substantially in the form attached hereto as Exhibit A, of any and all claims against the Company and all related parties with respect to all matters arising out of Executive’s employment by the Company (the “Release”) and the Release becomes effective (and no longer subject to revocation) within sixty (60) days following the date of termination, the Company shall (y) pay to the Executive the Severance Payment (as defined below), which Severance Payment shall be paid within five (5) business days following the date the Release becomes effective (and no longer subject to revocation) and (z) reimburse Executive’s payment of COBRA premiums for twelve (12) months from the date of termination. As used herein, “Severance Payment” means an amount equal to twelve (12) months of Employee’s the Base Compensation and Equity Grant at the rate Salary as in effect immediately before the Termination Date (the “Severance Payment”) payable in substantially equal installments in accordance with the Company’s regularly scheduled executive payroll starting on the first regularly scheduled payroll date following the Release Effective Date (the “Initial Installment Date”), which initial installment shall include all amounts that otherwise would have been paid under this clause (b) prior to such date had such payments commenced as of the first regularly scheduled payroll date immediately following the Termination Date, (c) a pro-rated portion of the Discretionary Bonus, determined in accordance with Section 1.6 (the “Prorated Bonus”), payable following the Release Effective Date as and when it would otherwise be determined and paid in accordance with Section 1.6, (d) the vesting of all shares of Company stock underlying or subject to stock options, restricted stock awards, stock appreciation rights or other equity awards, in each case, granted to Executive by the Company, shall remain outstanding and continue to vest for a period of twelve (12) months immediately following the Termination Date and upon the effectiveness of the Release; and (e) if Executive is eligible for and timely and properly elects continuation coverage under the Company’s group health plan pursuant to the Internal Revenue Code of 1986 (the “Code”) Section 4980B (“COBRA”), payment on behalf of Executive or reimbursement of (at the Company’s election) the premiums for such coverage to the extent the amount of such premiums exceeds the amount paid by the Company toward the premiums for the same coverage for active executives of the Company until the earliest of twelve (12) months from the Termination Date, (y) the date on which Executive (or Executive’s spouse or dependents, as applicable) is no longer entitled to COBRA under the Company’s group health plan, or (z) the date on which Executive obtains health coverage through another employer, with the initial payment or reimbursement occurring on the Initial Installment Date (Executive shall be responsible for paying any COBRA premiums due prior to the Initial Installment Date and the Company shall reimburse Executive for such amounts, less applicable withholding and taxes, on the Initial Installment Date); provided that the Company may unilaterally amend or eliminate the benefit provided in this clause (e) to the extent it deems necessary or appropriate to avoid the imposition of taxes, penalties or similar charges on the Company Group; and provided further, that all payments pursuant to this clause (e) are subject to Executive furnishing all documentation requested by the Company evidencing relevant COBRA premiums and payment thereof (the payments pursuant to this clause (e), together with the Severance Payment and the Prorated Bonus, collectively, the “Severance Benefits”). Notwithstanding anything set forth herein to the contrary, Executive’s receipt of the Severance Benefits is subject to (i) Executive’s execution, delivery and non-revocation of a general release of claims in favor of the Company and its affiliates in a form prescribed by the Company (the “Release”), which Release becomes effective (i.e., Executive has signed such Release and any revocation period has expired without Executive’s revoking the Release) no later than sixty (60) days (or such earlier date specified in the Release) (the effective date of termination the Release, the “Release Effective Date”) and (orii) Executive’s past and continued compliance and non-breach of any provisions in Article III, and no Severance Benefits shall be made until Executive has executed and delivered the Release and any applicable revocation period has expired. Notwithstanding the foregoing, if the maximum period during which Executive can consider and revoke the Release begins in one calendar year and ends in the case subsequent calendar year, the Initial Installment Date shall be the first regularly scheduled payroll date following after the later of the Release Effective Date and the first day of such subsequent calendar year. Upon a resignation for Good Reason due to a reduction in Base Salary, at termination by the Base Salary rate in effect immediately prior to such reduction). In the event Executive’s employment is terminated Company without Cause or by Executive for Good Reason and a Change of Control of the Company occurs within six (6) months of such terminationReason, Executive also shall be entitled to the severance benefits set forth under Section 8(c). To the extent the review or revocation period applicable to the Release spans two of Executive’s taxable years, the Severance Payment shall not be paid until the later taxable year. If the Company’s reimbursement of Executive’s payment of COBRA premiums pursuant to Section 10(b) or Section 10(c) would subject the Company have no rights to any tax compensation or penalty any other benefits under the Patient Protection and Affordable Care Act or this Agreement other than as specifically provided in this Section 105(h) of the Code (“Section 105(h)”), Executive and the Company agree to work together in good faith to restructure such benefit2.4.

Termination by Company without Cause or by Executive for Good Reason. In If the event that Company terminates Executive’s employment is terminated during the Employment Term by without Cause or Executive resigns for Good Reason, the Company without Cause pursuant shall pay Executive their earned but unpaid base salary in accordance with the Company’s standard payroll practices (and, in any event, on or prior to April 30th of the calendar year following the calendar year in which such termination of employment occurs). In addition, subject to Section 7(a4(b) or by Executive for Good Reason pursuant and subject to Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”) in accordance with Section 7(b4(c), the Company shall compensate (A) pay Executive as follows: (i) on 100% of their then-current annual base salary for the date of termination12-month period following such termination payable in accordance with the Company’s standard payroll practices and subject to Section 4(c), the Company shall pay to the Executive a lump sum amount equal to (Aii) any portion of earned but unpaid Base Compensation and Equity Grant then due annual bonus for periods on or any year prior to the effective date year of termination plus (B) any Bonus earned and not yet paid through the date of termination; (ii) within 2-1/2 months following submission of proper expense reports by Executive, all expenses reasonably and necessarily incurred by Executive in connection with the business no later than April 30th of the Company prior calendar year following the calendar year in which the services relating to the date of termination; such bonus were performed, and (iii) on the date that the Executive’s Earned Bonus for the Target Year year of termination by no later than April 30th of the calendar year following the calendar year in which the date services relating to such bonus were performed, each of termination occurs would have been payable had which obligations shall remain in effect even if Executive remained employed by the Company through such payment dateaccepts other employment, payment of the Pro-Rated Bonus and (B) subject to Executive’s election to receive COBRA continuation coverage (for themselves and/or their dependents, as applicable), make any COBRA continuation coverage premium payments (not only for Executive, but, if applicable, for Executive’s dependents), for the Target Year in which 6-month period following the date of termination occurs; and (iv) provided that Executive executes a written release, substantially in the form attached hereto as Exhibit A, of any and all claims against the Company and all related parties with respect to all matters arising out of Executive’s employment or, if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer; provided, however, that in the event that the Company determines that providing such COBRA continuation coverage could reasonably be expected to result in adverse tax consequences to Executive or the Company (or any of the “Release”) and the Release becomes effective (and no longer subject to revocation) within sixty (60) days following the date of terminationCompany’s subsidiaries or Affiliates), the Company shall (y) pay may instead make a monthly cash payment to Executive in the Executive the Severance Payment (as defined below), which Severance Payment shall be paid within five (5) business days following the date the Release becomes effective (and no longer subject to revocation) and (z) reimburse Executive’s payment of COBRA premiums for twelve (12) months from the date of termination. As used herein, “Severance Payment” means an amount equal to twelve (12) months of Employee’s Base Compensation and Equity Grant at the rate in effect as of the date of termination (or, in the case of a resignation for Good Reason due to a reduction in Base Salary, at the Base Salary rate in effect immediately prior to COBRA continuation coverage premium payments during such reduction). In the event Executive’s employment is terminated without Cause or for Good Reason and a Change of Control of the Company occurs within six (6) months of such termination, Executive also shall be entitled to the severance benefits set forth under Section 8(c). To the extent the review or revocation period applicable to the Release spans two of Executive’s taxable years, the Severance Payment shall not be paid until the later taxable year. If the Company’s reimbursement of Executive’s payment of COBRA premiums pursuant to Section 10(b) or Section 10(c) would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act or Section 105(h) of the Code (“Section 105(h)”), Executive and the Company agree to work together in good faith to restructure such benefitperiod.

Termination by Company without Cause or by Executive for Good Reason. In (a) Severance. If the event that Company terminates the Executive’s employment for any reason other than Cause (including as a result of the Executive’s death or Disability), or if the Executive terminates his employment for Good Reason, then, provided the Executive (or his legal representative, if applicable) executes the release of claims described in Section 6(b), and subject to Section 6(c), then the Company will promptly pay the Executive, in a lump sum, an amount equal to two times the sum of (i) the Executive’s base salary in effect on such termination date and (ii) the amount of the bonus the Executive would receive under the Company’s Enhanced Fairchild Incentive Program (EFIP), assuming a 100% payout based on the Executive’s base salary and EFIP incentive level in effect immediately prior to such termination (whether or not such a bonus has been or is terminated expected to be paid to other executives or employees of the Company for the fiscal period in which such termination occurs). If EFIP bonuses are later paid to EFIP participants at a level higher than 100% in respect of the last fiscal period during which the Employment Term Executive had been employed by the Company, then the Company shall pay the Executive two times the difference between the amount that would have been paid to the Executive had the Executive remained employed by the Company, and been entitled to receive such bonus, and the amount determined under clause (ii) above. If at the time of such a termination the EFIP program has been discontinued or replaced, then the amount payable under clause (ii) above shall be the target or actual amount that the Executive is entitled to receive under any incentive bonus program in which he is then participating. The Executive will be responsible for all taxes relating to such payments and the Company will make all required withholdings of all such taxes. In addition, any of the 50,000 deferred stock units awarded to the Executive in connection with his hiring by the Company without Cause pursuant in 2004 that are outstanding as of the date of such termination, and which are not then vested, shall become fully vested and shall be considered to Section 7(a) be earned and payable in full, and any deferral or by other restrictions on such DSUs shall lapse and such DSUs shall be settled as promptly as is practicable following such termination. The Executive will be responsible for Good Reason pursuant all taxes relating to Section 7(b)such payments and vesting and the Company will make all required withholdings of all such taxes. In addition, the Company shall compensate will provide continued medical benefits for the Executive as follows: (i) on and his eligible dependents, under COBRA coverage, at the Company’s expense for two years following the effective date of such termination. At the time of such termination, the Company shall pay to the Executive a lump sum amount equal to (A) any portion of unpaid Base Compensation in cash for all accrued and Equity Grant then due for periods on or prior to the effective date of termination plus (B) any Bonus earned and not yet paid through the date of termination; (ii) within 2-1/2 months following submission of proper expense reports by Executive, all expenses reasonably and necessarily incurred by Executive in connection with the business of the Company prior to the date of termination; and (iii) on the date that the Bonus for the Target Year in which the date of termination occurs would have been payable had Executive remained employed by the Company through such payment date, payment of the Pro-Rated Bonus for the Target Year in which the date of termination occurs; and (iv) provided that Executive executes a written release, substantially in the form attached hereto as Exhibit A, of any and all claims against the Company and all related parties with respect to all matters arising out of Executive’s employment by the Company (the “Release”) and the Release becomes effective (and no longer subject to revocation) within sixty (60) days following the date of termination, the Company shall (y) pay to the Executive the Severance Payment (as defined below), which Severance Payment shall be paid within five (5) business days following the date the Release becomes effective (and no longer subject to revocation) and (z) reimburse Executive’s payment of COBRA premiums for twelve (12) months from the date of termination. As used herein, “Severance Payment” means an amount equal to twelve (12) months of Employee’s Base Compensation and Equity Grant at the rate in effect as of the date of termination (or, in the case of a resignation for Good Reason due to a reduction in Base Salary, at the Base Salary rate in effect immediately prior to such reduction). In the event Executive’s employment is terminated without Cause or for Good Reason and a Change of Control of the Company occurs within six (6) months of such termination, Executive also shall be entitled to the severance benefits set forth under Section 8(c). To the extent the review or revocation period applicable to the Release spans two of Executive’s taxable years, the Severance Payment shall not be paid until the later taxable year. If the Company’s reimbursement of Executive’s payment of COBRA premiums pursuant to Section 10(b) or Section 10(c) would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act or Section 105(h) of the Code (“Section 105(h)”), Executive and the Company agree to work together in good faith to restructure such benefitunused vacation time.

Termination by Company without Cause or by Executive for Good Reason. In The Company may terminate the event that Employment Term and Executive’s employment is terminated during the Employment Term by the Company at any time without Cause pursuant to Section 7(a) or by Executive for Good Reason pursuant to Section 7(b), the Company shall compensate Executive as follows: (i) on the date of termination, the Company shall pay to the Executive a lump sum amount equal to (A) any portion of unpaid Base Compensation and Equity Grant then due for periods on or prior to the effective date of termination plus (B) any Bonus earned and not yet paid through the date of termination; (ii) within 2-1/2 months following submission of proper expense reports by Executive, all expenses reasonably and necessarily incurred by Executive in connection with the business of the Company prior to the date of termination; and (iii) on the date that the Bonus for the Target Year in which the date of termination occurs would have been payable had Executive remained employed by the Company through such payment date, payment of the Pro-Rated Bonus for the Target Year in which the date of termination occurs; and (iv) provided that Executive executes a written release, substantially in the form attached hereto as Exhibit A, of any and all claims against the Company and all related parties with respect to all matters arising out of Executive’s employment by the Company (the “Release”) and the Release becomes effective (and no longer subject to revocation) within sixty (60) days following the date of termination, the Company shall (y) pay to the Executive the Severance Payment (as defined below), which and Executive may terminate the Employment Term and Executive’s employment for Good Reason (in either case, a “Severance Payment shall be paid within five (5) business days following the date the Release becomes effective (and no longer Termination”). If a Severance Termination occurs, subject to revocationSections 5.5 and 7.10, in addition to the Accrued Rights, the Company will pay Executive (i) and (z) reimburse Executive’s a severance payment of COBRA premiums for twelve (12) months from the date of termination. As used herein, “Severance Payment” means in an amount equal to twelve (12) one times Executive’s then-current Base Salary, payable in equal installments in accordance with the Company’s normal payroll practices during the 12 months of Employee’s Base Compensation and Equity Grant at the rate in effect as of immediately following the date of termination of Executive’s employment, (orii) any earned but unpaid Annual Bonus for the fiscal year immediately preceding the fiscal year of Executive’s termination of employment, subject to certification of the Company’s financial results by the Compensation Committee, payable when bonuses under the annual incentive plan for such fiscal year are paid to other executives of the Company, (iii) any Annual Bonus that Executive would have earned for the fiscal year in which his termination of employment occurred, prorated for the case number of months that Executive was employed by the Company in such fiscal year and subject to certification of the Company’s financial results by the Compensation Committee, payable when bonuses under the annual incentive plan for such fiscal year are paid to other executives of the Company, and (iv) if Executive elects continuation coverage under the Company’s medical plan pursuant to Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), reimbursement for a resignation portion of Executive’s monthly COBRA payment (provided such reimbursement does not result in any penalties for Good Reason due the Company) in an amount equal to a reduction in Base Salarythe portion of the medical plan premium the Company pays for actively employed executives who elect similar coverage plus an additional “gross-up” amount intended to make Executive whole for his federal, at state and local tax liability with respect to the Base Salary rate in effect immediately prior to amount of such reduction). In reimbursement, until the event earlier of (x) Executive’s eligibility for any such coverage under another employer’s medical plan or (y) the date that is 12 months after the termination of Executive’s employment is terminated without Cause or for Good Reason and a Change of Control of (collectively, the Company occurs within six (6) months of such termination, Executive also “Severance Payment”). The COBRA reimbursements described in the immediately preceding sentence shall be entitled taxable to the severance benefits set forth under Section 8(c). To the extent the review or revocation period applicable to the Release spans two of Executive’s taxable years, the Severance Payment shall not be paid until the later taxable year. If the Company’s reimbursement of Executive’s payment of COBRA premiums pursuant to Section 10(b) or Section 10(c) would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act or Section 105(h) of the Code (“Section 105(h)”), Executive and the Company agree to work together in good faith to restructure such benefit.

Termination by Company without Cause or by Executive for Good Reason. In If the event that Company terminates Executive’s employment is terminated during the Employment Term by without Cause or Executive resigns for Good Reason, the Company without Cause pursuant shall pay Executive his earned but unpaid base salary in accordance with the Company’s standard payroll practices (and, in any event, on or prior to March 15th of the calendar year following the calendar year in which such termination of employment occurs). In addition, subject to Section 7(a4(b) or by Executive for Good Reason pursuant and subject to Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”) in accordance with Section 7(b4(c), the Company shall compensate (1) pay Executive as follows: (i) on 100% of his then-current annual base salary for the date of termination12-month period following such termination payable in accordance with the Company’s standard payroll practices and subject to Section 4(c), the Company shall pay to the Executive a lump sum amount equal to (Aii) any portion of earned but unpaid Base Compensation and Equity Grant then due annual bonus for periods on or any year prior to the effective date year of termination plus by the thirtieth (B30th) any Bonus earned day following the receipt by the Board or the audit committee thereof of audited financial statements for the applicable calendar year, and not yet paid through the date of termination; (ii) within 2-1/2 months following submission of proper expense reports by Executive, all expenses reasonably and necessarily incurred by Executive in connection with the business no event later than end of the Company prior calendar year following the calendar year in which the services relating to the date of termination; such bonus were performed, and (iii) on the date that the Executive’s Earned Bonus for the Target Year year of termination by the thirtieth (30th) day following the receipt by the Board or the audit committee thereof of audited financial statements for the applicable calendar year, and in no event later than end of the calendar year following the calendar year in which the date services relating to such bonus were performed, each of termination occurs would have been payable had which obligations shall remain in effect even if Executive remained employed by the Company through such payment dateaccepts other employment, payment of the Pro-Rated Bonus and (B) subject to Executive’s election to receive COBRA continuation coverage (for himself, and/or his dependents, as applicable), make any COBRA continuation coverage premium payments (not only for Executive, but, if applicable, for Executive’s dependents), for the Target Year in which 6-month period following the date of termination occurs; and (iv) provided that Executive executes a written release, substantially in the form attached hereto as Exhibit A, of any and all claims against the Company and all related parties with respect to all matters arising out of Executive’s employment by the Company (the “Release”) and the Release becomes effective (and no longer subject to revocation) within sixty (60) days following the date of termination, the Company shall (y) pay to the Executive the Severance Payment (as defined below), which Severance Payment shall be paid within five (5) business days following the date the Release becomes effective (and no longer subject to revocation) and (z) reimburse Executive’s payment of COBRA premiums for twelve (12) months from the date of termination. As used herein, “Severance Payment” means an amount equal to twelve (12) months of Employee’s Base Compensation and Equity Grant at the rate in effect as of the date of termination (or, in the case of if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a resignation for Good Reason due to a reduction in Base Salary, at the Base Salary rate in effect immediately prior to such reduction). In the event Executive’s employment is terminated without Cause or for Good Reason and a Change of Control of the Company occurs within six (6) months of such termination, Executive also shall be entitled to the severance benefits set forth under Section 8(c). To the extent the review or revocation period applicable to the Release spans two of Executive’s taxable years, the Severance Payment shall not be paid until the later taxable year. If the Company’s reimbursement of Executive’s payment of COBRA premiums pursuant to Section 10(b) or Section 10(c) would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act or Section 105(h) of the Code (“Section 105(h)”), Executive and the Company agree to work together in good faith to restructure such benefitsubsequent employer.

Termination by Company without Cause or by Executive for Good Reason. In the event that Executive’s employment engagement is terminated during the Employment Engagement Term by the Company without Cause pursuant to Section 7(a) or 8(a), by Executive for Good Reason pursuant to Section 7(b8(b), the Company elects not to renew the Engagement Term without Cause, or the Executive elects not to renew the Engagement Term for Good Reason, then the Company shall pay and/or provide Executive Accrued Compensation and, subject to Executive executing a release in the form set forth in Exhibit A attached hereto (such release becomes irrevocable within sixty (60) days of termination), the Company shall compensate Executive as follows: (i) on the date of termination, the Company shall pay to the Executive on the sixtieth (60th) following termination of employment a lump sum amount equal to (Aa) any portion of unpaid Base Compensation and Equity Grant then due for periods on or prior to the effective date of termination plus (B) any Bonus earned and not yet paid through the date of termination; (ii) within 2-1/2 months following submission of proper expense reports by Executive, all expenses reasonably and necessarily incurred by Executive in connection with the business of the Company prior to the date of termination; and (iii) on the date that the Bonus for the Target Year in which the date of termination occurs would have been payable had Executive remained employed by the Company through such payment date, payment of the Pro-Rated Bonus for the Target Year in which the date of termination occurs; and (iv) provided that Executive executes a written release, substantially in the form attached hereto as Exhibit A, of any and all claims against the Company and all related parties with respect to all matters arising out of Executive’s employment by the Company (the “Release”) and the Release becomes effective (and no longer subject to revocation) within sixty (60) days following the date of termination, the Company shall (y) pay to the Executive the Severance Payment (as defined below), which Severance Payment shall be paid within five (5) business days following the date the Release becomes effective (and no longer subject to revocation) and (z) reimburse Executive’s payment of COBRA premiums for twelve (12) months from the date of termination. As used herein, “Severance Payment” means an amount equal to twelve (12) months of EmployeeExecutive’s Base Compensation, Sign-on Bonus and Minimum 2022 Bonus if this Agreement is terminated prior to December 31, 2022, or (b) Base Compensation and Equity Grant at Subsequent Year Minimum Bonus if this Agreement is terminated after December 31, 2022, (ii) provide reimbursement to Executive for the rate in effect as COBRA premiums Executive pays to maintain health insurance coverage through the twelve (12) month anniversary of the date of termination and (or, in the case of a resignation for Good Reason due to a reduction in Base Salary, at the Base Salary rate in effect immediately iii) cause any equity awards granted prior to such reduction)the Effective Date, that are then outstanding and unvested to immediately vest and, with respect to all options and stock appreciation rights, to become fully exercisable. In Notwithstanding the event foregoing, if Executive’s employment engagement is terminated or not renewed without Cause or for Good Reason and a Change of Control of the Company occurs within six (6) months of after such terminationtermination or within twenty-four (24) months prior to such termination (“Change in Control Termination”), then Executive also shall be entitled to the severance benefits set forth under Section 8(c9(c) and not under this Section 9(b). To the extent the review or revocation period applicable to the Release spans two of Executive’s taxable years, the Severance Payment shall not be paid until the later taxable year. If the Company’s reimbursement of Executive’s payment of COBRA premiums pursuant to Section 10(b) or Section 10(c) would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act or Section 105(h) of the Code (“Section 105(h)”), Executive and the Company agree to work together in good faith to restructure such benefit.

Termination by Company without Cause or by Executive for Good Reason. In the event that If Executive’s employment is terminated during the Employment Term by the Company without Cause pursuant to Section 7(a) or by Executive for Good Reason pursuant (a “Qualifying Termination”), Executive will be entitled to the payments and benefits provided in Section 8(a) hereof and, in addition, subject to Section 7(b)8(d) and subject to Executive’s continued compliance with Section 10 as if Executive remained employed during the period Executive is eligible to receive any severance benefits, Executive (or his legal representative or estate in the Company shall compensate Executive as followscase of his death or disability) will be entitled to receive the following severance benefits: (i) on the date of termination, the Company shall pay to the Executive a lump sum amount equal to (A) any portion of unpaid Base Compensation and Equity Grant then due for periods on or prior to the effective date of termination plus (B) any Bonus earned and not yet paid through the date of termination; Severance Amount, (ii) within 2-1/2 months following submission of proper expense reports by Executive, all expenses reasonably and necessarily incurred by Executive in connection with the business of the Company prior subject to the date provisions of termination; and section 5(b), any unpaid Actual Bonus relating to performance periods that have ended on or before Executive’s termination of employment that the Company’s Board or a committee has approved, (iii) on the date that Pro Rata Bonus, (iii) the Bonus for the Target Year in which the date of termination occurs would have been payable had Executive remained employed by the Company through such payment date, payment of the Pro-Rated Bonus for the Target Year in which the date of termination occurs; Medical Benefits and (iv) provided that Executive executes the Equity Vesting Benefits. (i) The “Severance Amount” will be equal to: (A) if such Qualifying Termination is (1) within 3 months prior to a written release, substantially Change in the form attached hereto as Exhibit A, Control of any and all claims against the Company and all related parties with respect to all matters arising out or (2) within 12 months following a Change in Control of Executive’s employment by the Company (a “Qualifying CIC Termination”), eighteen (18) months’ Base Salary; or (B) if such Qualifying Termination is not a Qualifying CIC Termination, twelve (12) months’ Base Salary. (ii) The “Pro Rata Bonus” will be equal to: (A) if such Qualifying Termination is a Qualifying CIC Termination, a prorated annual bonus for the year of termination based on the period of time elapsed from the start of the applicable performance period through the Date of Termination, calculated based on the greater of actual and target performance or (B) if such Qualifying Termination is not a Qualifying CIC Termination, a prorated annual bonus for the year of termination based on the period of time elapsed from the start of the applicable performance period through the Date of Termination, calculated based on actual performance and payable at the end of the performance period. (iii) The “Release”Medical Benefits” require the Company to provide Executive medical insurance coverage substantially identical to (including the applicable cost of coverage) and that provided to other senior executives of the Release becomes effective Company (and no longer subject which may be provided pursuant to revocationthe Consolidated Omnibus Budget Reconciliation Act of 1985) within sixty for: (60A) days if such Qualifying Termination is a Qualifying CIC Termination, eighteen (18) months following the date Date of terminationTermination, the Company shall or (yB) pay to the Executive the Severance Payment (as defined below)if such Qualifying Termination is not a Qualifying CIC Termination, which Severance Payment shall be paid within five (5) business days following the date the Release becomes effective (and no longer subject to revocation) and (z) reimburse Executive’s payment of COBRA premiums for twelve (12) months from following the date Date of termination. As used herein, “Severance Payment” means an amount equal to twelve (12) months of Employee’s Base Compensation and Equity Grant at the rate in effect as of the date of termination (or, in the case of a resignation for Good Reason due to a reduction in Base Salary, at the Base Salary rate in effect immediately prior to such reduction). In the event Executive’s employment is terminated without Cause or for Good Reason and a Change of Control of the Company occurs within six (6) months of such termination, Executive also shall be entitled to the severance benefits set forth under Section 8(c). To the extent the review or revocation period applicable to the Release spans two of Executive’s taxable years, the Severance Payment shall not be paid until the later taxable yearTermination. If the Company’s reimbursement this Agreement to provide benefits continuation raises any compliance issues or impositions of Executive’s payment of COBRA premiums pursuant to Section 10(b) or Section 10(c) would subject the Company to any tax or penalty penalties under the Patient Protection and Affordable Care Act of 2010 or Section 105(h) of other applicable law, then the Code (“Section 105(h)”), Executive and the Company agree to work together in good faith to restructure such benefit.DocuSign Envelope ID: E7D0EA88-81DA-4EA3-95B0-7C64B345DEF0

Termination by Company without Cause or by Executive for Good Reason. In the event that the Executive’s employment is terminated during the Employment Term by the Company without Cause pursuant to “Cause” as defined in Section 7(a) 6.2 or by in the event the Executive terminates his/her employment for “Good Reason pursuant to Reason” as defined in Section 7(b)6.3, the Company shall compensate be obligated to pay the Executive as followsall accrued salary, vacation pay, expense reimbursements and any other sums due to the Executive through the date of termination. In addition, the Executive shall be entitled to receive the following severance benefits provided the Executive executes and does not revoke a severance and release agreement drafted by and reasonably satisfactory to the Company: (i) on for a period of six (6) months3 following the Executive’s date of termination, the Company shall will continue to pay to the Executive a lump sum amount equal to (A) any portion of unpaid Executive, in accordance with the Company’s regularly established payroll procedure, his/her Base Compensation and Equity Grant then due for periods on or prior to the effective date of termination plus (B) any Bonus earned and not yet paid through the date of terminationSalary; (ii) within 2-1/2 months following submission of proper expense reports by Executiveshould the Executive be eligible for and elect to continue receiving group medical and dental insurance pursuant to the federal “COBRA” law, all expenses reasonably and necessarily incurred by Executive in connection with the business of 29 U.S.C. § 1161 et seq., the Company prior to will, for twelve (12) months4 following the Executive’s date of termination, pay all premium costs for such continued coverage; and (iii) on the date that the Bonus for the Target Year in which the date of termination occurs would have been payable had Executive remained employed by the Company through such payment date, payment of the Pro-Rated Bonus for the Target Year in which the date of termination occurs; and (iv) provided that Executive executes a written release, substantially in the form attached hereto as Exhibit A, of any and all claims against the Company and all related parties with respect to all matters arising out of Executive’s employment by the Company (the “Release”) and the Release becomes effective (and no longer subject to revocation) within sixty (60) days following the date of termination, the Company shall (y) pay to the Executive the Severance Payment Restrictive Period (as defined below), which Severance Payment shall be paid within five (5) business days following in the date the Release becomes effective (and no longer subject to revocation) and (z) reimburse Executive’s payment of COBRA premiums for twelve Restrictive Covenant Agreement) will be deemed modified such that it is reduced to a six (126) months from the date of terminationmonth period5. As used herein, “Severance Payment” means an amount equal to twelve (12) months of Employee’s Base Compensation and Equity Grant at the rate Notwithstanding any other provision set forth in effect as of the date of termination (orthis Employment Agreement, in the case of a resignation for Good Reason due to a reduction in Base Salary, at event the Base Salary rate in effect immediately prior to such reduction). In the event Executive’s employment is terminated by the Company without Cause “Cause” or the Executive terminates his/her employment for “Good Reason and a Change of Control Reason” prior to the expiration of the Company occurs within six (6) months Term of such terminationEmployment, the Executive also shall be entitled receive, pursuant to the terms and conditions set forth herein, only the severance benefits set forth under in this Section 8(c). To the extent the review or revocation period applicable to the Release spans two of Executive’s taxable years7.1, the Severance Payment and shall not be paid until the later taxable year. If the Company’s reimbursement of Executive’s payment of COBRA premiums pursuant to Section 10(b) or Section 10(c) would subject eligible (nor shall the Company be liable) for any additional payments, benefits, compensation, or consideration whatsoever (including any bonus not yet paid and/or any contingent payments as more fully described in Exhibit A to any tax or penalty under the Patient Protection and Affordable Care Act or Section 105(h) of Merger Agreement, that the Code (“Section 105(hExecutive may have received had his/her employment not terminated)”), Executive and the Company agree to work together in good faith to restructure such benefit.

Termination by Company without Cause or by Executive for Good Reason. Not In Connection with a Change in Control. If the event that Company terminates Executive’s employment is terminated during the Employment Term by the Company without Cause pursuant to Section 7(a) or by if Executive resigns his employment for Good Reason pursuant to Section 7(b(as defined below), in either case at any time other than upon the occurrence of, or within the 13 months immediately following, the effective date of a Change in Control, the Company shall compensate Executive as follows: (i) on pay Executive’s accrued and unpaid base salary and accrued and unused vacation benefits earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition to the above, if Executive furnishes to the Company shall pay to the Executive a lump sum amount equal to (A) any portion an executed waiver and release of unpaid Base Compensation and Equity Grant then due for periods on or prior to the effective date of termination plus (B) any Bonus earned and not yet paid through the date of termination; (ii) within 2-1/2 months following submission of proper expense reports by Executive, all expenses reasonably and necessarily incurred by Executive in connection with the business of the Company prior to the date of termination; and (iii) on the date that the Bonus for the Target Year in which the date of termination occurs would have been payable had Executive remained employed by the Company through such payment date, payment of the Pro-Rated Bonus for the Target Year in which the date of termination occurs; and (iv) provided that Executive executes a written release, substantially claims in the form attached hereto as Exhibit A, of any and all claims against the Company and all related parties with respect to all matters arising out of Executive’s employment A (or in such other form as may be specified by the Company Company) (the “Release”) and within the Release becomes effective (and time period specified therein, but in no longer subject to revocation) within sixty (60) event later than 45 days following the date of Executive’s termination, and if Executive allows such Release to become effective in accordance with its terms, then (i) Executive shall be entitled to severance in the Company shall (y) pay form of continuation of his base salary, at the base salary rate equal to the Executive the Severance Payment (as defined below), which Severance Payment shall be paid within five (5) business days following the date the Release becomes effective (and no longer subject to revocation) and (z) reimburse Executive’s payment greater of COBRA premiums for twelve (12) months from the date of termination. As used herein, “Severance Payment” means an amount equal to twelve (12) months of Employee’s Base Compensation and Equity Grant at the rate in effect as of at the date time of termination (or, in or the case of a resignation for Good Reason due to a reduction in Base Salary, at the Base Salary rate in effect immediately prior to such reductionthe event giving rise to Good Reason (the “Severance Payments”), for a period of nine (9) months following the termination date (the “Severance Period”), and (ii) if Executive timely elects COBRA coverage, the Company will pay directly to the insurance provider the premium for COBRA continuation coverage for Executive and Executive’s family during the Severance Period or until he obtains new employment, whichever comes first (the “COBRA Coverage”); provided that, if the Company determines that it cannot provide the COBRA Coverage without potentially violating applicable law or incurring additional expense under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will provide Executive, in lieu thereof, taxable, continued installment payments equal to the COBRA premium, payable on the last day of a given month, for 9 months (measured from the termination date), which payments will be made regardless of whether Executive elects COBRA continuation coverage (the “COBRA Bonus”). In Notwithstanding the event Executiveforegoing, the number of months of COBRA Bonus to be paid, in any case, shall be reduced by the number of months of COBRA Coverage previously paid by the Company. The Severance Payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s employment is terminated without Cause or for Good Reason and a Change of Control regular payroll cycle, provided, however, that any Severance Payments otherwise scheduled to be made prior to the effective date of the Company occurs within six (6) months of Release shall accrue and be paid in the first payroll period that follows such terminationeffective date, Executive also shall be entitled provided, further, that if the 45 day period to the severance benefits set forth under Section 8(c). To the extent the review or revocation period applicable to execute the Release spans two of Executive’s taxable calendar years, the no Severance Payment shall not Payments will be paid made until the later taxable calendar year. If the Company’s reimbursement of Executive’s payment of COBRA premiums pursuant The Company shall thereafter have no further obligations to Section 10(b) or Section 10(c) would subject the Company to any tax or penalty Executive under the Patient Protection and Affordable Care Act or Section 105(h) of the Code (“Section 105(h)”)this Agreement, Executive and the Company agree to work together in good faith to restructure such benefitexcept as otherwise provided by law.

Termination by Company without Cause or by Executive for Good Reason. Not In Connection with a Change in Control. If the event that Company terminates Executive’s employment is terminated during the Employment Term by the Company without Cause pursuant to Section 7(a) or by if Executive resigns his employment for Good Reason pursuant to Section 7(b)Reason, in either case at any time other than upon the occurrence of, or within the 13 months immediately following, the effective date of a Change in Control, the Company shall compensate Executive as follows: (i) on pay Executive’s base salary and accrued and unused vacation benefits earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, if Executive furnishes to the Company shall pay to the Executive a lump sum amount equal to (A) any portion an executed waiver and release of unpaid Base Compensation and Equity Grant then due for periods on or prior to the effective date of termination plus (B) any Bonus earned and not yet paid through the date of termination; (ii) within 2-1/2 months following submission of proper expense reports by Executive, all expenses reasonably and necessarily incurred by Executive in connection with the business of the Company prior to the date of termination; and (iii) on the date that the Bonus for the Target Year in which the date of termination occurs would have been payable had Executive remained employed by the Company through such payment date, payment of the Pro-Rated Bonus for the Target Year in which the date of termination occurs; and (iv) provided that Executive executes a written release, substantially claims in the form attached hereto as Exhibit A, of any and all claims against the Company and all related parties with respect to all matters arising out of Executive’s employment A (or in such other form as may be specified by the Company Company) (the “Release”) and within the Release becomes effective (and time period specified therein, but in no longer subject to revocation) within sixty (60) event later than 45 days following the date of Executive’s termination, the Company shall and if Executive allows such Release to become effective in accordance with its terms, then (yi) pay to the Executive the Severance Payment (as defined below), which Severance Payment shall be paid within five (5) business days following the date the Release becomes effective (and no longer subject to revocation) and (z) reimburse Executive’s payment of COBRA premiums for twelve (12) months from the date of termination. As used herein, “Severance Payment” means an amount equal to twelve (12) months of Employee’s Base Compensation and Equity Grant at the rate in effect as of the date of termination (or, in the case of a resignation for Good Reason due to a reduction in Base Salary, at the Base Salary rate in effect immediately prior to such reduction). In the event Executive’s employment is terminated without Cause or for Good Reason and a Change of Control of the Company occurs within six (6) months of such termination, Executive also shall be entitled to severance in the severance benefits set forth under Section 8(cform of continuation of his base salary, at the base salary rate in effect at the time of termination (the “Severance Payments”), for a period of six months following the termination date (the “Severance Period” ), and (ii) pay directly to the insurance provider the premium for COBRA continuation coverage for Executive and Executive’s family during the Severance Period or until he obtains new employment, whichever comes first (the “COBRA Coverage”). To the extent the review or revocation period applicable The Severance Payments will be subject to the Release spans two of Executive’s taxable years, the Severance Payment shall not standard payroll deductions and withholdings and will be paid until the later taxable year. If made on the Company’s reimbursement of Executive’s payment of COBRA premiums pursuant to Section 10(b) or Section 10(c) would subject the Company to regular payroll cycle, provided, however, that any tax or penalty under the Patient Protection and Affordable Care Act or Section 105(h) of the Code (“Section 105(h)”), Executive and the Company agree to work together in good faith to restructure such benefit.Severance Payments otherwise

Termination by Company without Cause or by Executive for Good Reason. In (1) The Company may terminate this Agreement at any time without Cause (as defined in Section 4(b)(1)), and Executive may terminate this Agreement at any time with Good Reason (as defined in Section 4(c)(2)), whereupon the event that Company’s obligations and Executive’s employment is terminated during the Employment Term by rights under this Agreement shall terminate, except that the Company without Cause pursuant shall, subject to Section 7(a) or by Executive for Good Reason pursuant to Section 7(b)Executive’s execution, within 21 days following Executive’s date of termination, and non-revocation of an effective general release of claims in favor of the Company shall compensate Executive as follows: (i) pay to Executive, in lump sum, on the date that is 30 days following Executive’s date of termination, an amount equal to Executive’s base salary for twenty-four months, (ii) pay to Executive, on the date that is 30 days following Executive’s date of termination, a pro-rata amount of Executive’s bonus under the MIP for the year of termination that Executive would have otherwise earned based on actual performance through the end of the fiscal quarter that ended most recently prior to the date of termination, (iii) accelerate on a pro-rata basis the Company shall pay to vesting of Executive’s performance-based equity awards outstanding on the Executive a lump sum amount equal to (A) any portion of unpaid Base Compensation and Equity Grant then due for periods on or prior to the effective date of termination plus in a manner consistent with the terms thereof, which: (Bx) any Bonus earned and not yet paid in the case of equity awards that vest based upon the attainment of TSR performance targets, actual performance through the date of termination; termination and (iiy) within 2in the case of equity awards that vest based on the attainment of non-1/2 months following submission of proper expense reports by ExecutiveTSR performance targets, all expenses reasonably and necessarily incurred by Executive in connection with shall be based upon actual performance through the business end of the Company fiscal quarter that ended most recently prior to the date of termination; and (iiiiv) on if Executive elects continuation coverage under the date Company’s health insurance plan pursuant to COBRA, the continuation of health benefits (in the form of COBRA reimbursement paid by the Company) for Executive, his spouse and his dependents, for a period of 18 months (or a shorter period, to the extent Executive becomes eligible for health benefits from a subsequent employer), to the extent that the Bonus for the Target Year in which the date of termination occurs would have been payable had Executive remained employed same are available under policies held by the Company through during such period. Notwithstanding the foregoing, if the payment date, payment of the Pro-Rated Bonus for the Target Year in which the date of termination occurs; and (iv) provided that Executive executes a written release, substantially in the form attached hereto as Exhibit A, of any and all claims against the Company and all related parties with respect to all matters arising out of Executive’s employment by the Company (the “Release”) and the Release becomes effective (and no longer subject to revocation) within sixty (60) days following the date of termination, the Company shall (y) pay to the Executive the Severance Payment (as defined below), which Severance Payment shall be paid within five (5) business days following the date the Release becomes effective (and no longer subject to revocation) and (z) reimburse Executive’s payment of COBRA premiums for twelve (12) months from the date of termination. As used herein, “Severance Payment” means an amount equal to twelve (12) months of Employee’s Base Compensation and Equity Grant at the rate in effect as of the date of termination (or, COBRA premium payments described in the case of a resignation for Good Reason due to a reduction in Base Salary, at the Base Salary rate in effect immediately prior to such reduction). In the event Executive’s employment is terminated without Cause foregoing sentence will subject or for Good Reason and a Change of Control of the Company occurs within six (6) months of such termination, Executive also shall be entitled to the severance benefits set forth under Section 8(c). To the extent the review or revocation period applicable to the Release spans two of Executive’s taxable years, the Severance Payment shall not be paid until the later taxable year. If the Company’s reimbursement of Executive’s payment of COBRA premiums pursuant to Section 10(b) or Section 10(c) would subject expose the Company to any tax taxes or penalty under the Patient Protection and Affordable Care Act or Section 105(h) of the Code (“Section 105(h)”)penalties, Executive and the Company agree to work together renegotiate the provisions of Section 4(c)(1)(iv) in good faith and enter into a substitute arrangement pursuant to restructure which the Company will not be subjected or exposed to taxes or penalties and Executive will be provided with payments or benefits with an economic value that is no less than the economic value of such benefitpayments.

Termination by Company without Cause or by Executive for Good Reason. In If the event that Company terminates Executive’s employment is terminated during the Employment Term by without Cause or Executive resigns for Good Reason, the Company without Cause pursuant shall pay Executive his earned but unpaid base salary in accordance with the Company’s standard payroll practices (and, in any event, on or prior to Section 7(a) or by Executive for Good Reason pursuant March 15th of the calendar year following the calendar year in which such termination of employment occurs). In addition, and subject to Section 7(bExecutive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), the Company shall compensate (1) pay Executive as follows: (i) on 100% of his then-current annual base salary for the date of termination12-month period following such termination payable in accordance with the Company’s standard payroll practices, the Company shall pay to the Executive a lump sum amount equal to (Aii) any portion of earned but unpaid Base Compensation and Equity Grant then due annual bonus for periods on or any year prior to the effective date year of termination plus by the thirtieth (B30th) any day following the receipt by the Board or the audit committee thereof of audited financial statements for the applicable calendar year, and in no event later than end of the calendar year following the calendar year in which the services relating to such bonus were performed, (iii) Executive’s Earned Bonus earned for the year of termination by the thirtieth (30th) day following the receipt by the Board or the audit committee thereof of audited financial statements for the applicable calendar year, and not yet paid through in no event later than end of the date calendar year following the calendar year in which the services relating to such bonus were performed, each of termination; which obligations shall remain in effect even if Executive accepts other employment, (iiiv) within 2-1/2 months following submission of proper expense reports by Executive, all expenses reasonably and necessarily an amount to cover the remaining contractual commitments incurred by Executive for Housing, Car and Medical expenses in connection with each case not to exceed the business of Executives stated allowance for a particular expense and a 12 month period unless a longer period is pre-approved by the Company in writing prior to the date of termination; initial contractual commitment, and (iiiv) on the date that the Bonus an amount of up to SGD 7,000 for the Target Year in which the date of termination occurs would have been payable had Executive remained employed by the Company through such payment date, payment of the Pro-Rated Bonus costs incurred for the Target Year in which the date of termination occurs; and (iv) provided that Executive executes a written release, substantially in the form attached hereto as Exhibit A, of any and all claims against the Company and all related parties with respect move from Singapore to all matters arising out a location of Executive’s employment by the Company (the “Release”) and the Release becomes effective (and no longer subject to revocation) within sixty (60) days following the date of termination, the Company shall (y) pay to the Executive the Severance Payment (as defined below), which Severance Payment shall be paid within five (5) business days following the date the Release becomes effective (and no longer subject to revocation) and (z) reimburse Executive’s payment of COBRA premiums for twelve (12) months from the date of termination. As used herein, “Severance Payment” means an amount equal to twelve (12) months of Employee’s Base Compensation and Equity Grant at the rate in effect as of the date of termination (or, in the case of a resignation for Good Reason due to a reduction in Base Salary, at the Base Salary rate in effect immediately prior to such reduction). In the event Executive’s employment is terminated without Cause or for Good Reason and a Change of Control of the Company occurs within six (6) months of such termination, Executive also shall be entitled to the severance benefits set forth under Section 8(c). To the extent the review or revocation period applicable to the Release spans two of Executive’s taxable years, the Severance Payment shall not be paid until the later taxable year. If the Company’s reimbursement of Executive’s payment of COBRA premiums pursuant to Section 10(b) or Section 10(c) would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act or Section 105(h) of the Code (“Section 105(h)”), Executive and the Company agree to work together in good faith to restructure such benefitchoice.

Termination by Company without Cause or by Executive for Good Reason. Not In Connection with a Change in Control. If the event that Company terminates Executive’s employment is terminated during the Employment Term by the Company without Cause pursuant to Section 7(a) or by if Executive resigns his employment for “Good Reason pursuant to Section 7(bReason” (as defined below), in either case at any time other than upon the occurrence of, or within the 13 months immediately following, the effective date of a “Change in Control” (as defined below), the Company shall compensate Executive as follows: (i) on pay Executive’s accrued and unpaid base salary and accrued and unused vacation benefits earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, if Executive furnishes to the Company shall pay to the Executive a lump sum amount equal to (A) any portion an executed waiver and release of unpaid Base Compensation and Equity Grant then due for periods on or prior to the effective date of termination plus (B) any Bonus earned and not yet paid through the date of termination; (ii) within 2-1/2 months following submission of proper expense reports by Executive, all expenses reasonably and necessarily incurred by Executive in connection with the business of the Company prior to the date of termination; and (iii) on the date that the Bonus for the Target Year in which the date of termination occurs would have been payable had Executive remained employed by the Company through such payment date, payment of the Pro-Rated Bonus for the Target Year in which the date of termination occurs; and (iv) provided that Executive executes a written release, substantially claims in the form attached hereto as Exhibit A, of any and all claims against the Company and all related parties with respect to all matters arising out of Executive’s employment A (or in such other form as may be specified by the Company Company) (the “Release”) and within the Release becomes effective (and time period specified therein, but in no longer subject to revocation) within sixty (60) event later than 45 days following the date of Executive’s termination, and if Executive allows such Release to become effective in accordance with its terms, then (i) Executive shall be entitled to severance in the Company shall (y) pay form of continuation of his base salary, at the base salary rate equal to the Executive the Severance Payment (as defined below), which Severance Payment shall be paid within five (5) business days following the date the Release becomes effective (and no longer subject to revocation) and (z) reimburse Executive’s payment greater of COBRA premiums for twelve (12) months from the date of termination. As used herein, “Severance Payment” means an amount equal to twelve (12) months of Employee’s Base Compensation and Equity Grant at the rate in effect as of at the date time of termination (or, in or the case of a resignation for Good Reason due to a reduction in Base Salary, at the Base Salary rate in effect immediately prior to such reductionthe event giving rise to Good Reason (the “Severance Payments”), for a period of 12 months following the termination date (the “Severance Period” ), and (ii) the Company will pay directly to the insurance provider the premium for COBRA continuation coverage for Executive and Executive’s family during the Severance Period or until he obtains new employment, whichever comes first (the “COBRA Coverage”); provided that, if the Company determines that it cannot provide the COBRA Coverage without potentially violating applicable law or incurring additional expense under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will provide Executive, in lieu thereof, taxable, continued installment payments equal to the COBRA premium, payable on the last day of a given month, for 12 months (measured from the termination date), which payments will be made regardless of whether Executive elects COBRA continuation coverage (the “COBRA Bonus”). In Notwithstanding the event Executiveforegoing, the number of months of COBRA Bonus to be paid, in any case, shall be reduced by the number of months of COBRA Coverage previously paid by the Company. The Severance Payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s employment is terminated without Cause or for Good Reason and a Change of Control regular payroll cycle, provided, however, that any Severance Payments otherwise scheduled to be made prior to the effective date of the Company occurs within six (6) months of Release shall accrue and be paid in the first payroll period that follows such terminationeffective date, Executive also shall be entitled provided, further, that if the 45 day period to the severance benefits set forth under Section 8(c). To the extent the review or revocation period applicable to execute the Release spans two of Executive’s taxable calendar years, the no Severance Payment shall not Payments will be paid made until the later taxable calendar year. If the Company’s reimbursement of Executive’s payment of COBRA premiums pursuant The Company shall thereafter have no further obligations to Section 10(b) or Section 10(c) would subject the Company to any tax or penalty Executive under the Patient Protection and Affordable Care Act or Section 105(h) of the Code (“Section 105(h)”)this Agreement, Executive and the Company agree to work together in good faith to restructure such benefitexcept as otherwise provided by law.