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

Termination by the Company Without Cause or by the Executive With Good Reason Within Twelve Months Following a Change in Control. If a Qualifying Termination occurs within twelve (12) months following a Change in Control, then the Executive shall be entitled to the Accrued Obligations. In addition, and subject to the conditions of Section 8(d): (i) the Executive will be eligible to receive the Severance Benefits as set forth in Section 8(b) other than the Pro-Rated Bonus Payment, subject to the same terms, conditions and limitations described therein, and (ii) in lieu of the Pro-Rated Bonus Payment, the Executive will be eligible to receive a lump sum payment equal to 100% of the Executive’s Target Bonus for the year in which the Qualifying Termination occurs without regard to whether the performance goals applicable to such Target Bonus had been established or satisfied at the date of termination of employment, payable in a lump sum on the Payment Date (collectively, the “Change in Control Severance Benefits”). For the avoidance of doubt, a Qualifying Termination occurring within twelve (12) months following a Change in Control shall also constitute a Good Leaver Event (as such term is defined in the Nabriva Therapeutics AG Amended and Restated Stock Option Plan 2015 (the “Plan”)) and as such, in accordance with the terms of the Plan, the vesting of 100% of the Executive’s assumed and then-unvested equity awards shall be accelerated, such that all then unvested equity awards vest and become fully exercisable or non-forfeitable as of the termination date, with the same treatment applying to any assumed and then-unvested equity awards granted by the Company to the Executive under any successor equity incentive plan.

Termination by the Company Without Cause or by the Executive With Good Reason Within Twelve Months Following a Change in Control. If a Qualifying Termination occurs within twelve (12) months following a Change in Control, then the Executive shall be entitled to the Accrued Obligations. In addition, and subject to the conditions of Section 8(d): (i) the Executive will be eligible to receive the Severance Benefits as set forth in Section 8(b) other than the Pro-Rated Bonus Payment, subject to the same terms, conditions and limitations described therein, and ; (ii) in lieu of the Pro-Rated Bonus Payment, the Executive will be eligible to receive a lump sum payment equal to 100% of the Executive’s Target Bonus for the year in which the Qualifying Termination occurs without regard to whether the performance goals applicable to such Target Bonus had been established or satisfied at the date of termination of employment, payable in a lump sum on the Payment Date (collectively, but in no event more than seventy-five (75) days following the “Change in Control Severance Benefits”termination date). For the avoidance of doubt, a Qualifying Termination occurring within twelve ; and (12iii) months following a Change in Control shall also constitute a Good Leaver Event (as such term is defined in the Nabriva Therapeutics AG Amended and Restated Stock Option Plan 2015 (the “Plan”)) and as such, in accordance with the terms of the Plan, the vesting of 100% all of the Executive’s assumed and then-unvested equity awards shall be accelerated, such that all then unvested equity awards vest and become fully exercisable or non-forfeitable effective as of the termination date, with the same treatment applying to any assumed and then-unvested equity awards granted by the Company to the Executive under any successor equity incentive planplan (provided, however, that the accelerated vesting of any equity awards the vesting of which is subject to performance-based vesting conditions (and excluding, for the avoidance of doubt, performance-based awards that are subject to time-based vesting following the achievement of the applicable performance metric) shall be governed by the individual award agreement and the equity plan under which such awards were granted to the extent such award agreement specifically provides that such awards will not be eligible for accelerated vesting under this Agreement) (provided that, with respect to any equity award that is a restricted stock unit, in no event shall such restricted stock unit be settled later than the March 15 of the calendar year following the year in which the termination date occurs) (collectively, the “Change in Control Severance Benefits”).

Termination by the Company Without Cause or by the Executive With Good Reason Within Twelve Months Following a Change in Control. If a Qualifying Termination occurs within twelve (12) months following a Change in Control, then the Executive shall be entitled to the Accrued Obligations. In addition, and subject to Exhibit A and the conditions of Section 8(d): ), the Company shall: (i) the Executive will be eligible continue to receive the Severance Benefits as set forth in Section 8(b) other than the Pro-Rated Bonus Payment, subject pay to the same termsExecutive, conditions and limitations described thereinin accordance with the Company’s regularly established payroll procedures, and the Executive’s Base Salary (or, if higher, the Executive’s Base Salary in effect immediately prior to the Change in Control) for a period of twelve (12) months; (ii) pay to the Executive, in lieu of the Pro-Rated Bonus Payment, the Executive will be eligible to receive a single lump sum payment on the Payment Date (as defined below) an amount equal to 100% of the Executive’s Target Bonus for the year in which termination occurs or, if higher, the Qualifying Termination occurs without regard to whether the performance goals applicable to such Executive’s Target Bonus had been established or satisfied at immediately prior to the date Change in Control, (iii) provided the Executive is eligible for and timely elects to continue receiving group medical insurance pursuant to the “COBRA” law, continue to pay (but in no event longer than twelve (12) months following the Executive’s termination date) the share of termination the premium for health coverage that is paid by the Company for active and similarly-situated employees who receive the same type of employmentcoverage, payable unless the Company’s provision of such COBRA payments will violate the nondiscrimination requirements of applicable law, in a lump sum which case this benefit will not apply, and (iv) provide that the vesting of the Executive’s then-unvested equity awards that vest based solely on the Payment Date passage of time shall be accelerated, such that all then-unvested equity awards that vest based solely on the passage of time vest and become fully exercisable or non- forfeitable as of the termination date (collectively, the “Change in Control Severance Benefits”). For the avoidance of doubt, a Qualifying Termination occurring within twelve (12) months following a Change in Control shall also constitute a Good Leaver Event (as such term is defined in the Nabriva Therapeutics AG Amended and Restated Stock Option Plan 2015 (the “Plan”)) and as such, in accordance with the terms of the Plan, the vesting of 100% of the Executive’s assumed and then-unvested equity awards shall be accelerated, such that all then unvested equity awards vest and become fully exercisable or non-forfeitable as of the termination date, with the same treatment applying to any assumed and then-unvested equity awards granted by the Company to the Executive under any successor equity incentive plan.

Termination by the Company Without Cause or by the Executive With Good Reason Within Twelve Months Following a Change in Control. If a Qualifying Termination occurs within twelve (12) months following a Change in Control, then the Executive shall be entitled to the Accrued Obligations. In addition, and subject to Exhibit A and the conditions of Section 8(d): ), the Company shall: (i) the Executive will be eligible continue to receive the Severance Benefits as set forth in Section 8(b) other than the Pro-Rated Bonus Payment, subject pay to the same termsExecutive, conditions and limitations described thereinin accordance with the Company’s regularly established payroll procedures, and the Executive’s Base Salary (or, if higher, the Executive’s Base Salary in effect immediately prior to the Change in Control) for a period of twelve (12) months; (ii) pay to the Executive, in lieu of the Pro-Rated Bonus Payment, the Executive will be eligible to receive a single lump sum payment on the Payment Date (as defined below) an amount equal to 100% of the Executive’s Target Bonus for the year in which termination occurs or, if higher, the Qualifying Termination occurs without regard to whether the performance goals applicable to such Executive’s Target Bonus had been established or satisfied at immediately prior to the date of termination of employmentChange in Control, payable in a lump sum on (iii) provided the Payment Date (collectively, Executive is eligible for and timely elects to continue receiving group medical insurance pursuant to the “Change COBRA” law, continue to pay (but in Control Severance Benefits”). For the avoidance of doubt, a Qualifying Termination occurring within no event longer than twelve (12) months following a Change in Control shall also constitute a Good Leaver Event (as the Executive’s termination date) the share of the premium for health coverage that is paid by the Company for active and similarly-situated employees who receive the same type of coverage, unless the Company’s provision of such term is defined in COBRA payments will violate the Nabriva Therapeutics AG Amended and Restated Stock Option Plan 2015 (the “Plan”)) and as suchnondiscrimination requirements of applicable law, in accordance with the terms of the Planwhich case this benefit will not apply, and (iv) provide that the vesting of 100% of the Executive’s assumed and then-unvested equity awards that vest based solely on the passage of time shall be accelerated, such that all then then-unvested equity awards that vest based solely on the passage of time vest and become fully exercisable or non-forfeitable as of the termination datedate (collectively, with the same treatment applying to any assumed and then-unvested equity awards granted by the Company to the Executive under any successor equity incentive plan“Change in Control Severance Benefits”).

Termination by the Company Without Cause or by the Executive With Good Reason Within Twelve Months Following a Change in Control. If a Qualifying Termination occurs within twelve (12) months following a Change in Control, then the Executive shall be entitled to the Accrued Obligations. In addition, and subject to Exhibit A and the conditions of Section 8(d): ), the Company shall: (i) the Executive will be eligible continue to receive the Severance Benefits as set forth in Section 8(b) other than the Pro-Rated Bonus Payment, subject pay to the same termsExecutive, conditions and limitations described thereinin accordance with the Company’s regularly established payroll procedures, and the Executive’s Base Salary (or, if higher, the Executive’s Base Salary in effect immediately prior to the Change in Control) for a period of twelve (12) months; (ii) pay to the Executive, in lieu of the Pro-Rated Bonus Payment, the Executive will be eligible to receive a single lump sum payment on the Payment Date (as defined below) an amount equal to 100% of the Executive’s Target Bonus for the year in which termination occurs or, if higher, the Qualifying Termination occurs without regard to whether the performance goals applicable to such Executive’s Target Bonus had been established or satisfied at immediately prior to the date Change in Control, (iii) provided the Executive is eligible for and timely elects to continue receiving group medical insurance pursuant to the “COBRA” law, continue to pay (but in no event longer than twelve(12) months following the Executive’s termination date) the share of termination the premium for health coverage that is paid by the Company for active and similarly-situated employees who receive the same type of employmentcoverage, payable unless the Company’s provision of such COBRA payments will violate the nondiscrimination requirements of applicable law, in a lump sum which case this benefit will not apply, and (iv) provide that the vesting of the Executive’s then-unvested equity awards that vest based solely on the Payment Date passage of time shall be accelerated, such that all then-unvested equity awards that vest based solely on the passage of time vest and become fully exercisable or non- forfeitable as of the termination date (collectively, the “Change in Control Severance Benefits”). For the avoidance of doubt, a Qualifying Termination occurring within twelve (12) months following a Change in Control shall also constitute a Good Leaver Event (as such term is defined in the Nabriva Therapeutics AG Amended and Restated Stock Option Plan 2015 (the “Plan”)) and as such, in accordance with the terms of the Plan, the vesting of 100% of the Executive’s assumed and then-unvested equity awards shall be accelerated, such that all then unvested equity awards vest and become fully exercisable or non-forfeitable as of the termination date, with the same treatment applying to any assumed and then-unvested equity awards granted by the Company to the Executive under any successor equity incentive plan.

Termination by the Company Without Cause or by the Executive With Good Reason Within Twelve Months Following a Change in Control. If a Qualifying Termination occurs within twelve (12) months following a Change in Control, then the Executive shall be entitled to the Accrued Obligations. In addition, and subject to the conditions of Section 8(d): (i) the Executive will be eligible to receive the Severance Benefits as set forth in Section 8(b) other than the Pro-Rated Bonus Payment, subject to the same terms, conditions and limitations described therein, and (ii) in lieu of the Pro-Rated Bonus Payment, the Executive will be eligible to receive a lump sum payment equal to 100% of the Executive’s Target Bonus for the year in which the Qualifying Termination occurs without regard to whether the performance goals applicable to such Target Bonus had been established or satisfied at the date of termination of employment, payable in a lump sum on the Payment Date (collectively, the “Change in Control Severance Benefits”). For the avoidance of doubt, a Qualifying Termination occurring within twelve (12) months following a Change in Control shall also constitute a Good Leaver Event (as such term is defined in the Nabriva Therapeutics AG plc Amended and Restated Stock Option Plan 2015 (the “Plan”)) and as such, in accordance with the terms of the Plan, the vesting of 100% of the Executive’s assumed and then-unvested equity awards shall be accelerated, such that all then unvested equity awards vest and become fully exercisable or non-forfeitable as of the termination date, with the same treatment applying to any assumed and then-unvested equity awards granted by the Company to the Executive under any successor equity incentive plan.

Termination by the Company Without Cause or by the Executive With Good Reason Within Twelve Months Following a Change in Control. If a Qualifying Termination occurs within twelve (12) months following a Change in Control, then the Executive shall be entitled to the Accrued Obligations. In addition, and subject to the conditions of Section 8(d): (i) the Executive will be eligible to receive the Severance Benefits as set forth in Section 8(b) other than the Pro-Rated Bonus Payment, subject to the same terms, conditions and limitations described therein, and ; (ii) in lieu of the Pro-Rated Bonus Payment, the Executive will be eligible to receive a lump sum payment equal to 100% of the Executive’s Target Bonus for the year in which the Qualifying Termination occurs without regard to whether the performance goals applicable to such Target Bonus had been established or satisfied at the date of termination of employment, payable in a lump sum on the Payment Date (but in no event more than seventy-five (75) days following the termination date); and (iii) all of the Executive’s then-unvested equity awards shall vest and become fully exercisable or non-forfeitable effective as of the termination date, with the same treatment applying to any then-unvested equity awards granted by the Company to the Executive under any successor equity incentive plan (provided, however, that the accelerated vesting of any equity awards the vesting of which is subject to performance-based vesting conditions (and excluding, for the avoidance of doubt, performance-based awards that are subject to time-based vesting following the achievement of the applicable performance metric) shall be governed by the individual award agreement and the equity plan under which such awards were granted to the extent such award agreement specifically provides that such awards will not be eligible for accelerated vesting under this Agreement) (provided that, with respect to any equity award that is a restricted stock unit, in no event shall such restricted stock unit be settled later than the March 15 of the calendar year following the year in which the termination date occurs) (collectively, the “Change in Control Severance Benefits”). For the avoidance of doubt, a Qualifying Termination occurring within twelve (12) months following a Change in Control shall also constitute a Good Leaver Event (as such term is defined in the Nabriva Therapeutics AG Amended and Restated Stock Option Plan 2015 (the “Plan”2015)) and as such, in accordance with the terms of the Plan, the vesting of 100% of the Executive’s assumed and then-unvested equity awards shall be accelerated, such that all then unvested equity awards vest and become fully exercisable or non-forfeitable as of the termination date, with the same treatment applying to any assumed and then-unvested equity awards granted by the Company to the Executive under any successor equity incentive plan.. ​

Termination by the Company Without Cause or by the Executive With Good Reason Within Twelve Months Following a Change in Control. If a Qualifying Termination occurs within twelve (12) months following a Change in Control, then the Executive shall be entitled to the Accrued Obligations. In addition, and subject to the conditions of Section 8(d): (i) the Executive will be eligible to receive the Severance Benefits as set forth in Section 8(b) other than the Pro-Rated Bonus PaymentPayment and the Partial Equity Acceleration, subject to the same terms, conditions and limitations described therein, and ; (ii) in lieu of the Pro-Rated Bonus Payment, the Executive will be eligible to receive a lump sum payment equal to 100% of the Executive’s Target Bonus for the year in which the Qualifying Termination occurs without regard to whether the performance goals applicable to such Target Bonus had been established or satisfied at the date of termination of employment, payable in a lump sum on the Payment Date (collectively, but in no event more than seventy-five (75) days following the “Change termination date); and (iii) in Control Severance Benefits”). For the avoidance of doubt, a Qualifying Termination occurring within twelve (12) months following a Change in Control shall also constitute a Good Leaver Event (as such term is defined in the Nabriva Therapeutics AG Amended and Restated Stock Option Plan 2015 (the “Plan”)) and as such, in accordance with the terms lieu of the PlanPartial Equity Acceleration, the vesting of 100% all of the Executive’s assumed and then-unvested equity awards shall be accelerated, such that all then unvested equity awards vest and become fully exercisable or non-forfeitable effective as of the termination date, with the same treatment applying to any assumed and then-unvested equity awards granted by the Company to the Executive under any successor equity incentive planplan (provided, however, that the accelerated vesting of any equity awards the vesting of which is subject to ​ performance-based vesting conditions (and excluding, for the avoidance of doubt, performance-based awards that are subject to time-based vesting following the achievement of the applicable performance metric) shall be governed by the individual award agreement and the equity plan under which such awards were granted to the extent such award agreement specifically provides that such awards will not be eligible for accelerated vesting under this Agreement) (provided that, with respect to any equity award that is a restricted stock unit, in no event shall such restricted stock unit be settled later than the March 15 of the calendar year following the year in which the termination date occurs) (collectively, the “Change in Control Severance Benefits”).

Termination by the Company Without Cause or by the Executive With Good Reason Within Twelve Months Following a Change in Control. If a Qualifying Termination occurs within twelve (12) months following a Change in ControlControl (it being understood that a termination of Executive’s employment on or prior to the applicable anniversary of the Existing Effective Date after the Company gives the Executive a Non-Renewal Notice shall be treated as a termination by the Company without Cause, and therefore, as a Qualifying Termination, for purposes of this Agreement), then the Executive shall be entitled to the Accrued Obligations. In addition, and subject to the conditions of Section 8(d): (i) the Executive will be eligible to receive the Severance Benefits as set forth in Section 8(b) other than the Pro-Rated Bonus Payment, subject to the same terms, conditions and limitations described therein, and (ii) in lieu of the Pro-Rated Bonus Payment, the Executive will be eligible to receive a lump sum payment equal to 100% of the Executive’s Target Bonus for the year in which the Qualifying Termination occurs without regard to whether the performance goals applicable to such Target Bonus had been established or satisfied at the date of termination of employment, payable in a lump sum on the Payment Date (collectively, the “Change in Control Severance Benefits”). For the avoidance of doubt, a Qualifying Termination occurring within twelve (12) months following a Change in Control shall also constitute a Good Leaver Event (as such term is defined in the Nabriva Therapeutics AG Amended and Restated Stock Option Plan 2015 (the “Plan”)) and as such, in accordance with the terms of the Plan, the vesting of 100% of the Executive’s assumed and then-unvested equity awards shall be accelerated, such that all then unvested equity awards vest and become fully exercisable or non-forfeitable as of the termination date, with the same treatment applying to any assumed and then-unvested equity awards granted by the Company to the Executive under any successor equity incentive plan.

Termination by the Company Without Cause or by the Executive With Good Reason Within Twelve Months Following a Change in Control. If a Qualifying Termination occurs within twelve (12) months following a Change in Control, then the Executive shall be entitled to the Accrued Obligations. In addition, and subject to Exhibit A and the conditions of Section 8(d): ), the Company shall: (i) the Executive will be eligible continue to receive the Severance Benefits as set forth in Section 8(b) other than the Pro-Rated Bonus Payment, subject pay to the same termsExecutive, conditions and limitations described thereinin accordance with the Company’s regularly established payroll procedures, and the Executive’s Base Salary rate for a period of eighteen (18) months; (ii) pay to the Executive, in lieu of the Pro-Rated Bonus Payment, the Executive will be eligible to receive a single lump sum payment on the Payment Date (as defined below) an amount equal to 100% of the Executive’s Target Bonus for the calendar year in which termination occurs, (iii) provided the Qualifying Termination occurs without regard Executive is eligible for and timely elects to whether the performance goals applicable continue receiving group medical insurance pursuant to such Target Bonus had been established or satisfied at the date of termination of employment, payable in a lump sum on the Payment Date (collectively, the “Change in Control Severance Benefits”). For the avoidance of doubtCOBRA” law, a Qualifying Termination occurring within twelve pay, for up to eighteen (1218) months following a Change in Control shall also constitute a Good Leaver Event (as such term is defined in the Nabriva Therapeutics AG Amended and Restated Stock Option Plan 2015 (the “Plan”)) and as suchExecutive’s termination date, in accordance with the terms of the Plan, the vesting of 100% of the premiums for continued health coverage for the same type of coverage in effect at the time of the Executive’s assumed termination, unless the Company’s provision of such COBRA payments would violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply, and (iv) provide that the vesting of the Executive’s then-unvested equity awards that vest based solely on the passage of time shall be accelerated, such that all then then-unvested equity awards that vest based solely on the passage of time vest and become fully exercisable or non-forfeitable as of the termination datedate (collectively, with the same treatment applying to any assumed and then-unvested equity awards granted by the Company to the Executive under any successor equity incentive plan“Change in Control Severance Benefits”).

Termination by the Company Without Cause or by the Executive With Good Reason Within Twelve Months Following a Change in Control. If a Qualifying Termination occurs within twelve (12) months following a Change in Control, then the Executive shall be entitled to the Accrued Obligations. In addition, and subject to Exhibit A and the conditions of Section 8(d): ), the Company shall: (i) the Executive will be eligible continue to receive the Severance Benefits as set forth in Section 8(b) other than the Pro-Rated Bonus Payment, subject pay to the same termsExecutive, conditions and limitations described thereinin accordance with the Company’s regularly established payroll procedures, and the Executive’s Base Salary rate for a period of twelve (12) months; (ii) pay to the Executive, in lieu of the Pro-Rated Bonus Payment, the Executive will be eligible to receive a single lump sum payment on the Payment Date (as defined below) an amount equal to 100% of the Executive’s Target Bonus for the calendar year in which termination occurs, (iii) provided the Qualifying Termination occurs without regard Executive is eligible for and timely elects to whether the performance goals applicable continue receiving group medical insurance pursuant to such Target Bonus had been established or satisfied at the date of termination of employment, payable in a lump sum on the Payment Date (collectively, the “Change in Control Severance Benefits”). For the avoidance of doubtCOBRA” law, a Qualifying Termination occurring within pay, for up to twelve (12) months following a Change in Control shall also constitute a Good Leaver Event (as such term is defined in the Nabriva Therapeutics AG Amended and Restated Stock Option Plan 2015 (the “Plan”)) and as suchExecutive’s termination date, in accordance with the terms of the Plan, the vesting of 100% of the premiums for continued health coverage for the same type of coverage in effect at the time of the Executive’s assumed termination, unless the Company’s provision of such COBRA payments would violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply, and (iv) provide that the vesting of the Executive’s then-unvested equity awards that vest based solely on the passage of time shall be accelerated, such that all then then-unvested equity awards that vest based solely on the passage of time vest and become fully exercisable or non-forfeitable as of the termination datedate (collectively, with the same treatment applying to any assumed and then-unvested equity awards granted by the Company to the Executive under any successor equity incentive plan“Change in Control Severance Benefits”).

Termination by the Company Without Cause or by the Executive With Good Reason Within Twelve Months Following a Change in Control. If a Qualifying Termination occurs within twelve (12) months following a Change in Control, then the Executive shall be entitled to the Accrued Obligations. In addition, and subject to the conditions of Section 8(d): (i) the Executive will be eligible to receive the Severance Benefits as set forth in Section 8(b) other than the Pro-Rated Bonus PaymentPayment and Partial Equity Acceleration, subject to the same terms, conditions and limitations described therein, and (ii) in lieu of the Pro-Rated Bonus Payment, the Executive will be eligible to receive a lump sum payment equal to 100% of the Executive’s Target Bonus for the year in which the Qualifying Termination occurs without regard to whether the performance goals applicable to such Target Bonus had been established or satisfied at the date of termination of employment, payable in a lump sum on the Payment Date Date; and (iii) in lieu of the Partial Equity Acceleration, all of the Executive’s then-unvested equity awards (including the Equity Awards) shall vest and become fully exercisable or non-forfeitable effective as of the termination date (provided that, with respect to any equity award that is a restricted stock unit, including the PRSUs, in no event shall such restricted stock unit be settled later than the March 15 of the calendar year following the year in which the termination date occurs) (collectively, the “Change in Control Severance Benefits”). For the avoidance of doubt, a Qualifying Termination occurring within twelve (12) months following a Change in Control shall also constitute a Good Leaver Event (as such term is defined in the Nabriva Therapeutics AG Amended and Restated Stock Option Plan 2015 (the “Plan”)) and as such, in accordance with the terms of the Plan, the vesting of 100% of the Executive’s assumed and then-unvested equity awards shall be accelerated, such that all then unvested equity awards vest and become fully exercisable or non-forfeitable as of the termination date, with the same treatment applying to any assumed and then-unvested equity awards granted by the Company to the Executive under any successor equity incentive plan.