Common use of Termination by the Company Without Cause or by the Executive for Good Reason Following a Change in Control Clause in Contracts

Termination by the Company Without Cause or by the Executive for Good Reason Following a Change in Control. If the Executive's employment by the Company shall be terminated by the Company without Cause or by the Executive for Good Reason within twelve (12) months following a Change in Control (as defined in Section 8 below), the Executive shall be entitled to the following: (i) any Accrued Compensation (items in Section 7(a)(i) through 7(a)(v)) through the date of termination of the Executive’s employment; (ii) if the Executive voluntarily elects and agrees not to engage in Prohibited Activities (as hereinafter defined) for a period of one (1) year after the date of termination of the Executive’s employment, the Company shall pay the Executive as additional compensation for the periods subsequent to the termination date, an amount in cash equal to two (2) times the sum of the Executive's annual Base Salary at the highest rate in effect at any time within the ninety (90) day period ending on the date the Notice of Termination is delivered. The additional compensation provided in the previous sentence shall be payable in substantially equal monthly installments for a period of twenty-four (24) months. If the Executive does not so voluntarily elect and agree or otherwise engages in such Prohibited Activities, then the Executive's eligibility to receive the post-employment benefits provided for in this Section 7(d)(ii) shall immediately thereafter terminate. The Executive's entitlement to any other compensation or benefits hereunder shall be determined in accordance with the Company's employee benefit plans and other applicable programs and practices then in effect. For the purposes of this Agreement, the term "Prohibited Activities" means directly or indirectly engaging as an owner, employee, consultant or agent of any entity that manufactures, markets and distributes, or plans to (directly or indirectly through related entities, joint ventures, strategic alliances or other affiliated entities), prescription or non-prescription pharmaceuticals or medical devices for treatments in the fields of allergy (each a "Competitive Business"). Notwithstanding the foregoing, it shall not be considered a "Prohibited Activity" for the Executive (i) to own or purchase any corporate securities of any entity that is regularly traded on a recognized stock exchange or over-the-counter market so long as the Executive does not own, in the aggregate, 5% or more of the voting equity securities of any such entity or (ii) to perform consulting services for an entity engaged in a Competitive Business to the extent the Executive has given the Company at least 30 days advance notice of the Executive's desire to perform such consulting services and both the Company's President (or the board of directors of a successor entity to the Company, as the case may be), in their sole and absolute discretion, have consented in writing to the performance of such consulting services by the Executive;

Termination by the Company Without Cause or by the Executive for Good Reason Following a Change in Control. If the Executive's employment by the Company shall be terminated by the Company without Cause or by the Executive for Good Reason within twelve (12) months following a Change in Control (as defined in Section 8 below), the Executive shall be entitled to the following: (i) any Accrued Compensation (items in Section 7(a)(i) through 7(a)(v)) through the date of termination of the Executive’s employment; (ii) if If the Executive voluntarily elects and agrees not to engage in Prohibited Activities (as hereinafter defined) for a period of one (1) year after the date of termination of the Executive’s employment, the Company shall pay the Executive as additional compensation for the periods subsequent to the termination date, an amount in cash equal to two (2) times the sum of the Executive's annual Base Salary at the highest rate in effect at any time within the ninety (90) day period ending on the date the Notice of Termination is delivered. The additional compensation provided in the previous sentence shall be payable in substantially equal monthly installments for a period of twenty-four (24) months. If the Executive does not so voluntarily elect and agree or otherwise engages in such Prohibited Activities, then the Executive's eligibility to receive the post-employment benefits provided for in this Section 7(d)(ii) shall immediately thereafter terminate. The Executive's entitlement to any other compensation or benefits hereunder shall be determined in accordance with the Company's employee benefit plans and other applicable programs and practices then in effect. For the purposes of this Agreement, the term "Prohibited Activities" means directly or indirectly engaging as an owner, employee, consultant or agent of any entity that manufactures, markets and distributes, or plans to distributes (directly or indirectly through related entities, joint ventures, strategic alliances or other affiliated entities), ) prescription or non-prescription pharmaceuticals or medical devices for treatments in the fields of allergy (each a "Competitive Business"). Notwithstanding the foregoing, it shall not be considered a "Prohibited Activity" for the Executive (i) to own or purchase any corporate securities of any entity that is regularly traded on a recognized stock exchange or over-the-counter market so long as the Executive does not own, in the aggregate, 5% or more of the voting equity securities of any such entity or (ii) to perform consulting services for an entity engaged in a Competitive Business to the extent the Executive has given the Company at least 30 days advance notice of the Executive's desire to perform such consulting services and both the Company's President (or the board of directors of a successor entity to the Company, as the case may be), in their sole and absolute discretion, have consented in writing to the performance of such consulting services by the Executive;

Termination by the Company Without Cause or by the Executive for Good Reason Following a Change in Control. If the Executive's employment by the Company shall be terminated by the Company without Cause or by the Executive for Good Reason within twelve (12) months following a Change in Control (as defined in Section 8 below), the Executive shall be entitled to the following: (i) any Accrued Compensation (items in Section 7(a)(i) through 7(a)(v)) through the date of termination of the Executive’s employment; (ii) if the Executive voluntarily elects and agrees not to engage in Prohibited Activities (as hereinafter defined) for a period of one (1) year after the date of termination of the Executive’s employment, the Company shall pay the Executive as additional compensation for the periods subsequent to the termination date, an amount in cash equal to two (2) times the sum of the Executive's annual Base Salary at the highest rate in effect at any time within the ninety (90) day period ending on the date the Notice of Termination is delivered. The additional compensation provided in the previous sentence shall be payable in substantially equal monthly installments for a period of twenty-four (24) months. If the Executive does not so voluntarily elect and agree or otherwise engages in such Prohibited Activities, then the Executive's eligibility to receive the post-employment benefits provided for in this Section 7(d)(ii) shall immediately thereafter terminate. The Executive's entitlement to any other compensation or benefits hereunder shall be determined in accordance with the Company's employee benefit plans and other applicable programs and practices then in effect. For the purposes of this Agreement, the term "Prohibited Activities" means directly or indirectly engaging as an owner, employee, consultant or agent of any entity that manufactures, markets and distributes, or plans to (directly or indirectly through related entities, joint ventures, strategic alliances or other affiliated entities), prescription or non-prescription pharmaceuticals or medical devices for treatments in the fields of allergy (each a "Competitive Business"). Notwithstanding the foregoing, it shall not be considered a "Prohibited Activity" for the Executive (i) to own or purchase any corporate securities of any entity that is regularly traded on a recognized stock exchange or over-the-counter market so long as the Executive does not own, in the aggregate, 5% or more of the voting equity securities of any such entity or (ii) to perform consulting services for an entity engaged in a Competitive Business to the extent the Executive has given the Company at least 30 days advance notice of the Executive's desire to perform such consulting services and both the Company's President Board (or the board of directors of a successor entity to the Company, as the case may be), in their sole and absolute discretion, have consented in writing to the performance of such consulting services by the Executive;

Termination by the Company Without Cause or by the Executive for Good Reason Following a Change in Control. If the Executive's ’s employment by the Company shall be terminated by the Company without Cause (other than on account of the Executive’s Disability or death) or by the Executive for Good Reason on, or within twelve (12) 24 months following following, the date of a Change in Control (as defined Control, then, in lieu of the amounts due under Section 8 below)10(d) above of this Agreement, the Executive shall be entitled to the following:benefits provided in this Section 10(e): (i) any the Accrued Compensation (items in Section 7(a)(i) through 7(a)(v)) through the date of termination of the Executive’s employmentCompensation; (ii) if the Executive voluntarily elects in lieu of any further Base Salary or other compensation and agrees not to engage in Prohibited Activities (as hereinafter defined) benefits for a period of one (1) year after the date of termination of the Executive’s employment, the Company shall pay the Executive as additional compensation for the periods subsequent to the termination date, an amount in cash cash, which amount shall be payable in a lump sum payment within 60 days following such termination (subject to Section 10(c)), equal to two (2) and one-half times the sum of (A) the Executive's annual ’s Base Salary and (B) the Target Bonus for the year of termination; (iii) the Pro-Rata Bonus, payable in a lump sum at the highest rate in effect at any time within annual incentive compensation is paid to other senior executives of the ninety Company; (90iv) day period ending All unvested equity awards held by the Executive on the date of termination shall immediately vest, all restrictions thereon shall lapse, and any performance-based awards (other than the Notice of Termination is delivered. The additional compensation provided in the previous sentence Initial PBRSUs, which shall be payable in substantially equal monthly installments for a period of twenty-four (24) months. If the Executive does not so voluntarily elect and agree or otherwise engages in such Prohibited Activities, then the Executive's eligibility to receive the post-employment benefits provided for in this Section 7(d)(ii) shall immediately thereafter terminate. The Executive's entitlement to any other compensation or benefits hereunder shall be determined treated in accordance with the terms of the award agreement) shall be deemed to have been earned at the target level set forth in the applicable award agreement for any performance period not then completed. All such vested equity awards shall be settled and paid to the Executive within five days following the Executive’s date of termination; (v) An additional cash amount equal to 18 times the monthly COBRA premium in effect under the Company's employee benefit ’s health, dental and vision plans applicable to the Executive and other applicable programs and practices then his dependents, less the monthly premium cost for active employees, to be paid in effectlump sum within 60 days of termination. For The Executive shall be solely responsible for any taxes imposed on the purposes Executive arising from the Company’s payment of this AgreementCOBRA amounts hereunder; (vi) If the Executive would have become entitled to benefits under the Company’s post-retirement health care or life insurance plans (as in effect immediately prior to the date of termination) had the Executive’s employment terminated at any time during the period of 24 months after the date of termination, the term "Prohibited Activities" means directly Company shall provide such post-retirement health care or indirectly engaging as an owner, employee, consultant or agent of any entity that manufactures, markets and distributes, or plans life insurance benefits to (directly or indirectly through related entities, joint ventures, strategic alliances or other affiliated entities), prescription or non-prescription pharmaceuticals or medical devices for treatments in the fields of allergy (each a "Competitive Business"). Notwithstanding the foregoing, it shall not be considered a "Prohibited Activity" for the Executive (subject to any employee contributions required under the terms of such plans in the same amounts as active employees of the Company) commencing on the later of (i) to own or purchase any corporate securities of any entity the date that is regularly traded on a recognized stock exchange or over-the-counter market so long as the Executive does not own, in the aggregate, 5% or more of the voting equity securities of any such entity coverage would have first become available or (ii) the date that benefits described in subsection (v) of this 10(e) terminate; and (vii) Executive outplacement services, for up to perform consulting 24 months after the termination date, not to exceed a maximum of $30,000 in cost. The Company will pay the cost of these services for an entity engaged in a Competitive Business directly to the extent the Executive has given the Company at least 30 days advance notice of the Executive's desire to perform such consulting services and both the Company's President (or the board of directors of a successor entity to the Company, as the case may be), in their sole and absolute discretion, have consented in writing to the performance of such consulting services by the Executive;outplacement provider.