Common use of Termination by Rxxx’x without Cause or by the Executive for Good Reason Clause in Contracts

Termination by Rxxx’x without Cause or by the Executive for Good Reason. If the Executive’s employment with Rxxx’x is terminated after March 20, 2020 pursuant to Section 6.1 by Rxxx’x without Cause or pursuant to Section 6.2 by the Executive for Good Reason, the Executive will be entitled to the following: (a) the Accrued Benefits; (b) installment payments equal to the Executive’s Base Salary in effect immediately prior to the Executive’s termination of employment with Rxxx’x, less applicable taxes and withholdings, for the number of months included in the Severance Period, calculated based on length of Executive’s continued employment with the Company immediately prior to termination (the “Severance Amount”). The Executive will receive two months of severance for every full year of service, up to a maximum of six months (“Severance Period”). For clarity, the Severance Period will not include severance for periods calculated based on partial years of service. In addition, to the extent permitted by applicable law, subject to the Executive’s election of COBRA continuation coverage under Rxxx’x group health plan, on the first regularly scheduled payroll date of each month during the Severance Period, Rxxx’x will pay the Executive an amount equal to the difference between the monthly COBRA premium cost and the premium cost to the Executive as if the Executive were an employee of Rxxx’x; provided, that such payments shall cease earlier than the expiration of the Severance Period in the event that the Executive becomes eligible to receive any comparable health benefits, including through a spouse’s employer, during the Severance Period (the “COBRA Payments”). Executive will notify Rxxx’x of Executive’s eligibility for health benefits during the Severance Period within 15 days of such eligibility; and (c) any and all rights he may have as a holder of vested equity interests in Rxxx’x or under any applicable plan, program, or arrangement of Rxxx’x, including the vested awards under the Initial Equity Grant (“Vested Incentive Equity”).

Termination by Rxxx’x without Cause or by the Executive for Good Reason. If the Executive’s employment with Rxxx’x is terminated after March 20December 31, 2020 2017 pursuant to Section 6.1 by Rxxx’x without Cause or pursuant to Section 6.2 by the Executive for Good Reason, the Executive will be entitled to the following: (a) the Accrued Benefits; (b) installment payments payment in lump sum within 30 days after the date of termination of employment of an amount equal to 6 months of the Executive’s Base Salary in effect immediately prior to the Executive’s termination of employment with Rxxx’x, less applicable taxes Rxxx’x plus any Bonus earned and withholdings, unpaid as well as a prorated Bonus for the number year of termination, vested Incentive Equity and six months included in the Severance Periodacceleration of unvested Incentive Equity, calculated on a pro-rata, monthly basis and based on length of Executive’s continued employment with the Company immediately prior to termination full calendar months (the “Severance Amount”). The By way of example, if Executive is terminated without cause or resigns for Good Reason on February 15, 2018, Executive’s accelerated pro-rata portion of unvested Incentive Equity will receive two months be equal to one-quarter of severance for every full year of service, up to a maximum of six months (“Severance Period”). For clarity, the Severance Period will not include severance for periods calculated based on partial years of serviceIncentive Equity. In addition, to the extent permitted by applicable law, subject to the Executive’s election of COBRA continuation coverage under Rxxx’x group health plan, on the first regularly scheduled payroll date of each month during the six month period following the date of termination of employment (the “Severance Period”), Rxxx’x will pay the Executive an amount equal to the difference between the monthly COBRA premium cost and the premium cost to the Executive as if the Executive were an employee of Rxxx’x; provided, that such payments shall cease earlier than the expiration of the Severance Period in the event that the Executive becomes eligible to receive any comparable health benefits, including through a spouse’s employer, during the Severance Period (the “COBRA Payments”). Executive will notify Rxxx’x of Executive’s eligibility for health benefits during the Severance Period within 15 days of such eligibility; and (c) any and all rights he may have as a holder of vested equity interests in Rxxx’x or under any applicable plan, program, or arrangement of Rxxx’x, including the vested awards under the Initial Equity Grant (“Vested Incentive Equity”)and related payments.

Termination by Rxxx’x without Cause or by the Executive for Good Reason. If the Executive’s employment with Rxxx’x is terminated after March 20, 2020 pursuant to Section 6.1 by Rxxx’x without Cause or pursuant to Section 6.2 by the Executive for Good Reason, the Executive will be entitled to the following: (a) the Accrued Benefits; (b) installment payments payment in lump sum within 30 days after the date of termination of employment of an amount equal to 6 months of the Executive’s Base Salary in effect immediately prior to the Executive’s termination of employment with Rxxx’x, less applicable taxes Rxxx’x plus any Bonus earned and withholdings, unpaid as well as a prorated Bonus for the number year of termination, vested Incentive Equity and six months included in the Severance Periodacceleration of unvested Incentive Equity, calculated on a pro-rata, monthly basis and based on length of Executive’s continued employment with the Company immediately prior to termination full calendar months (the “Severance Amount”). The Executive will receive two months of severance for every full year of service, up to a maximum of six months (“Severance Period”). For clarity, the Severance Period Performance Equity will not include severance for periods calculated based on partial years of servicebe subject to six-month acceleration. In addition, to the extent permitted by applicable law, subject to the Executive’s election of COBRA continuation coverage under Rxxx’x group health plan, on the first regularly scheduled payroll date of each month during the six month period following the date of termination of employment (the “Severance Period”), Rxxx’x will pay the Executive an amount equal to the difference between the monthly COBRA premium cost and the premium cost to the Executive as if the Executive were an employee of Rxxx’x; provided, that such payments shall cease earlier than the expiration of the Severance Period in the event that the Executive becomes eligible to receive any comparable health benefits, including through a spouse’s employer, during the Severance Period (the “COBRA Payments”). Executive will notify Rxxx’x of Executive’s eligibility for health benefits during the Severance Period within 15 days of such eligibility; and (c) any and all rights he may have as a holder of vested equity interests in Rxxx’x or under any applicable plan, program, or arrangement of Rxxx’x, including the vested awards under the Initial Equity Grant (“Vested Incentive Equity”)Grant.

Termination by Rxxx’x without Cause or by the Executive for Good Reason. If the Executive’s employment with Rxxx’x is terminated after March 20December 31, 2020 2017 pursuant to Section 6.1 by Rxxx’x without Cause or pursuant to Section 6.2 by the Executive for Good Reason, the Executive will be entitled to the following: (a) the Accrued Benefits; (b) installment payments payment in lump sum within 30 days after the date of termination of employment of an amount equal to 6 months of the Executive’s Base Salary in effect immediately prior to the Executive’s termination of employment with Rxxx’x, less applicable taxes Rxxx’x plus any Bonus earned and withholdings, unpaid as well as a prorated Bonus for the number year of termination, vested Incentive Equity and twelve months included in the Severance Periodacceleration of unvested Incentive Equity, calculated on a pro-rata, monthly basis and based on length full calendar months, as well as payment of Executive’s continued employment with the Company immediately prior to termination any related amounts contemplated by Section 5.6 above (the “Severance Amount”). The By way of example, if Executive is terminated without cause or resigns for Good Reason on February 15, 2018, Executive’s accelerated pro-rata portion of unvested Incentive Equity will receive two months be equal to one-half of severance for every full year of service, up to a maximum of six months (“Severance Period”). For clarity, the Severance Period will not include severance for periods calculated based on partial years of serviceIncentive Equity. In addition, to the extent permitted by applicable law, subject to the Executive’s election of COBRA continuation coverage under Rxxx’x group health plan, on the first regularly scheduled payroll date of each month during the six month period following the date of termination of employment (the “Severance Period”), Rxxx’x will pay the Executive an amount equal to the difference between the monthly COBRA premium cost and the premium cost to the Executive as if the Executive were an employee of Rxxx’x; provided, that such payments shall cease earlier than the expiration of the Severance Period in the event that the Executive becomes eligible to receive any comparable health benefits, including through a spouse’s employer, during the Severance Period (the “COBRA Payments”). Executive will notify Rxxx’x of Executive’s eligibility for health benefits during the Severance Period within 15 days of such eligibility; and (c) any and all rights he may have as a holder of vested equity interests in Rxxx’x or under any applicable plan, program, or arrangement of Rxxx’x, including the vested awards under the Initial Equity Grant (“Vested Incentive Equity”)and related payments.

Termination by Rxxx’x without Cause or by the Executive for Good Reason. If the Executive’s employment with Rxxx’x is terminated after March 20, 2020 pursuant to Section 6.1 by Rxxx’x without Cause or pursuant to Section 6.2 by the Executive for Good Reason, the Executive will be entitled to the following: (a) accrued and unpaid compensation and benefits (including, without limitation, accrued vacation or paid time off, and then unreimbursed expenses) through the date of termination of Employment (the “Accrued Benefits”); (b) installment payments equal to the Executive’s Base Salary in effect immediately prior to the Executive’s termination of employment with Rxxx’x, less applicable taxes and withholdings, for six (6) months (the number “Severance Period”), plus any Bonus earned and unpaid as well as a prorated Bonus for the year of months included in termination, vested portion of Time Based Options and acceleration of that portion of Time Based Options that would have otherwise vested during the Severance Period, calculated on a pro-rata, monthly basis and based on length of Executive’s continued employment with the Company immediately prior to termination full calendar months (the “Severance Amount”). The Executive will receive two months of severance for every full year of service, up to a maximum of six months (“Severance Period”). For clarity, the Severance Period Performance Based Options will not include severance for periods calculated based on partial years of servicebe subject to acceleration. In addition, to the extent permitted by applicable law, subject to the Executive’s election of COBRA continuation coverage under Rxxx’x group health plan, on the first regularly scheduled payroll date of each month during the Severance Period, Rxxx’x will pay the Executive an amount equal to the difference between the monthly COBRA premium cost and the premium cost to the Executive as if the Executive were an employee of Rxxx’x; provided, that such payments shall cease earlier than the expiration of the Severance Period in the event that the Executive becomes eligible to receive any comparable health benefits, including through a spouse’s employer, during the Severance Period (the “COBRA Payments”). Executive will notify Rxxx’x of Executive’s eligibility for health benefits during the Severance Period within 15 fifteen (15) days of such eligibility; and (c) any and all rights he may have as a holder of vested equity interests in Rxxx’x or under any applicable plan, program, or arrangement of Rxxx’x, including the vested awards under the Initial Equity Grant Option Award and RSA Award (“Vested Incentive EquityEquity Awards”). (d) If Rxxx’x elects not to renew this Agreement and Rxxx’x does not provide at least three (3) months’ advance written notice of non-renewal, same shall be deemed to be termination without cause and entitle the Executive to the same benefits as set forth in Sections 7.1(a), 7.1(b) and 7.1(c) hereinabove, except that the Severance Period will be reduced such that it will commence upon the expiration of the Term and terminate three (3) months from the date on which notice of non-renewal is given (pro-rated for partial months), instead of terminating six (6) months from the expiration of the Term. By way of example, if Rxxx’x gives Employee one (1) month’s advance written notice of non-renewal, the Severance Period will be two (2) months.