Common use of Termination by the Company without Cause or Resignation by Executive for Good Reason (in connection with a Change in Control) Clause in Contracts

Termination by the Company without Cause or Resignation by Executive for Good Reason (in connection with a Change in Control). (a) In the event that the Company terminates Executive’s employment without Cause or Executive resigns for Good Reason, in either case, within three (3) months prior to or within twelve (12) months following the effective date of a Change in Control (such period, the “Change in Control Measurement Period”) then Executive shall be entitled to the Accrued Obligations and, subject to Executive’s full compliance with Section 6.2(b) above, Executive shall be eligible to receive the following severance benefits (collectively the “CIC Severance Benefits”): (i) The Company will pay Executive severance pay in the form of continuation of Executive’s then-current Base Salary for twelve (12) months (the “CIC Severance”). The CIC Severance will be paid in substantially equal installments on the Company’s regular payroll schedule following the termination date, subject to standard deductions and withholdings; provided, however that no portion of the CIC Severance will be paid prior to the Release Date, and any such payments that are otherwise scheduled to be made prior to the Release Date shall instead accrue and be made on the first regular payroll date following the Release Date; (ii) Provided Executive or Executive’s covered dependents, as the case may be, timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the COBRA, or state continuation coverage, premiums to continue Executive’s (and Executive’s covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) twelve (12) months following the termination date; (2) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date Executive ceases to be eligible for COBRA or state law continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (1)-(3), (the “CIC COBRA Payment Period”)). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the CIC COBRA Payment Period, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of the CIC COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company; (iii) The Company will make a lump sum cash payment to Executive in an amount equal to one (1) times the Target Bonus for the year in which the termination occurs, subject to standard payroll deductions and withholdings, which will be paid on the first payroll date after the 60th day following Executive’s date of termination, provided that Executive has delivered an effective Separation Agreement prior to such date; and (iv) Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) shall be accelerated in full. (b) The CIC Severance Benefits provided to Executive pursuant to this Section 6.3 are in lieu of, and not in addition to, any benefits to which Executive may otherwise be entitled under any Company severance plan, policy, or program. (c) Any damages caused by the termination of Executive’s employment without Cause during the Change in Control Measurement Period would be difficult to ascertain; therefore, the CIC Severance Benefits for which Executive is eligible pursuant to Section 6.3(a) above in exchange for the Release are agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.

Termination by the Company without Cause or Resignation by Executive for Good Reason (in connection with a Change in Control). (a) In The Company shall have the event that the Company terminates right to terminate Executive’s employment pursuant to this Section 6.3 at any time, with or without Cause or advance notice, by giving notice as described in Section 7.1 of this Agreement. Likewise, Executive can resign from employment with or without Good Reason, by giving notice as described in Section 7.1 of this Agreement. Executive hereby agrees to comply with the additional notice requirements set forth in Section 6.2(d) above for any resignation for Good Reason. If Executive is terminated without Cause or resigns for Good Reason, in either case, within three one (31) months month prior to or within twelve (12) months following the effective date of a Change in Control (such period, the “Change in Control Measurement Period”) ), and for the avoidance of doubt excluding a termination due to death or Disability, and provided that such termination constitutes a Separation from Service, then Executive shall be entitled to the Accrued Obligations and, provided that Executive timely executes and allows to become effective a Separation Agreement, and subject to Executive’s full compliance with Section 6.2(b) above, then Executive shall be eligible to receive the following severance benefits (collectively the “CIC Severance Benefits”): (i) The Company will pay Executive severance pay in Executive, for the form twelve (12) month period following the termination date, a monthly amount equal to the sum of continuation (i) 1/12 of Executive’s then-current Base Salary for twelve plus (12ii) months 1/12th of Executive’s then-current Target Bonus (the “CIC Severance,” and such period following the termination date, the “CIC Severance Period”). The CIC Severance will be paid in substantially equal installments on the Company’s regular payroll schedule following the termination date, subject to standard deductions and withholdings; provided, however that no portion of the CIC Severance will be paid prior to the Release Date, and any such payments that are otherwise scheduled to be made prior to the Release Date shall instead accrue and be made on the first regular payroll date following the Release DateDate (subject to Section 6.6(c) below); (ii) Provided Executive or Executive’s covered dependents, as the case may be, timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the COBRA, or state continuation coverage, premiums to continue Executive’s (and Executive’s covered dependents, as applicable) health insurance coverage in effect on the termination date (to the same extent as the Company pays such premiums to active employees) until the earliest of: (1) twelve (12) months the end of the CIC Severance Period following the termination date; (2) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date Executive ceases to be eligible for COBRA or state law continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (1)-(3), (the “CIC COBRA Payment Period”)). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the CIC COBRA Payment Period, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of the CIC COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company;; and (iii) The Company will make a lump sum cash payment Notwithstanding the terms of any equity plan or award agreement to Executive in an amount equal to one (1) times the Target Bonus for contrary, the year in which unvested portion of all time-based equity awards granted on or after the termination occurs, subject to standard payroll deductions Effective Date and withholdings, which will be paid outstanding on the first payroll date after the 60th day following Executive’s date of termination, provided that Executive has delivered an effective Separation Agreement prior to such date; and (iv) Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting will become fully vested and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if anyapplicable) exercisable as of the Release Date; provided, however, that nothing in this Agreement shall be accelerated modify in fullany way the terms or conditions applicable to any Phantom Equity Rights Grant Notice and Award Agreement (or similar agreement) by and between Executive and Company, Parent or Holdings, as such agreement may have been amended or clarified from time to time. (b) The CIC Severance Benefits provided to Executive pursuant to this Section 6.3 are in lieu of, and not in addition to, any benefits to which Executive may otherwise be entitled under any Company severance plan, policy, or program. (c) Any damages caused by the termination of Executive’s employment without Cause during the Change in Control Measurement Period would be difficult to ascertain; therefore, the CIC Severance Benefits for which Executive is eligible pursuant to Section 6.3(a) above in exchange for the Release are agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.

Termination by the Company without Cause or Resignation by Executive for Good Reason (in connection with a Change in Control). (a) In the event that the Company terminates Executive’s employment without Cause or Executive resigns for Good Reason, in either case, within three (3) months prior to upon or within twelve eighteen (1218) months following the effective date of a Change in Control (as defined in the Plan, and such period, the “Change in Control Measurement Period”) then Executive shall be entitled to the Accrued Obligations and, subject to Executive’s full compliance with Section 6.2(b) above, Executive shall be eligible to receive the following severance benefits (collectively the “CIC Severance Benefits”): (i) The Company will pay Executive severance pay in the form of continuation of Executive’s then-current Base Salary (ignoring any decrease that forms the basis for twelve Executive’s resignation for Good Reason, if applicable) for eighteen (1218) months following Executive’s Separation from Service (such period of time, the “CIC Severance Period”, and such aggregate Base Salary amount payable, (the “CIC Severance”). The CIC Severance will be paid in substantially equal installments on the Company’s regular payroll schedule following over the termination dateCIC Severance Period, subject to standard deductions and withholdings; provided, however that no portion of the CIC Severance will be paid prior to the sixtieth (60th) day following Executive’s Separation from Service. On the sixtieth (60th) day following Executive’s Separation from Service, the Company will pay Executive in a lump sum the CIC Severance payments that Executive would have received on or prior to such date under the schedule outlined above but for the delay while waiting for the sixtieth (60th) day and the Release Date, and any such with the balance of CIC Severance payments that are otherwise scheduled to be made prior to the Release Date shall instead accrue and be made on the first regular payroll date following the Release Datebeing paid as originally scheduled; (ii) Provided Executive or Executive’s covered dependents, as the case may be, timely elects continued coverage under COBRA, or state law continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the COBRA, or state continuation coverage, premiums to continue Executive’s (and Executive’s covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) twelve (12) months following the termination dateclose of the CIC Severance Period; (2) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date Executive ceases to be eligible for COBRA or state law continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (1)-(3), (the “CIC COBRA Payment Period”)). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on Executive’s behalf would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or other applicable law or regulation (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the CIC COBRA Payment Period, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of the CIC COBRA Payment PeriodPeriod (the “CIC Special Severance Payment”). On the sixtieth (60th) day following Executive’s Separation from Service, the Company will make the first payment under this section 6.3(a)(ii) (and, in the case of the CIC Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments commenced on the Separation from Service through such sixtieth (60th) day, with the balance of the payments paid thereafter on the schedule described above. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company; (iii) The Company will make a lump sum cash payment to Executive in an amount equal to one and a half (11.5) times the Target Bonus for the year in which the termination occurs, subject to standard payroll deductions and withholdings, which will be paid in a lump sum on the first payroll date after the 60th day following Executive’s date of termination, provided Separation from Service; (iv) The Company will pay Executive an amount equal to the prorated portion of the Annual Bonus for the calendar year in which Executive’s termination occurs (calculated using the Target Percentage for the number of days in the calendar year that Executive has delivered an effective Separation Agreement have passed prior to such dateExecutive’s termination) (the “Pro-Rated Bonus”). The Pro-Rated Bonus will be subject to standard deductions and withholdings and will be paid in a lump sum on the 60th day following Executive’s date of Separation from Service; and (ivv) Effective as of Executive’s termination date or, if later, the date of such Change in Controldate, the vesting and exercisability of all outstanding equity awards covering Parent’s ordinary shares that are held by Executive immediately prior to the termination date (if any) shall be accelerated in full. (b) The CIC Severance Benefits provided to Executive pursuant to this Section 6.3 are in lieu of, and not in addition to, any benefits to which Executive may otherwise be entitled under any Company severance plan, policy, or program. (c) Any damages caused by the termination of Executive’s employment without Cause during the Change in Control Measurement Period would be difficult to ascertain; therefore, the CIC Severance Benefits for which Executive is eligible pursuant to Section 6.3(a) above in exchange for the Release are agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.

Termination by the Company without Cause or Resignation by Executive for Good Reason (in connection with a Change in Control). (a) In the event that the Company terminates Executive’s employment without Cause or Executive resigns for Good Reason, in either case, within three (3) months prior to or Reason within twelve (12) months following the effective date of a Change in Control (such period, the “Change in Control CIC Measurement Period”) ), then Executive shall be entitled to the Accrued Obligations and, subject to Executive’s full compliance with Section 6.2(b) above, Executive shall be eligible to receive the following severance benefits (collectively the “CIC Severance Benefits”), subject to the terms and conditions set forth in Section 6.3(b): (i) The Company will shall pay to Executive severance pay in the form of continuation an amount equal to 24 months of Executive’s then-then current Base Salary for twelve (12) months (the “CIC Severance”). The CIC Severance will be Salary, less standard payroll deductions and withholdings, paid in substantially equal installments on the Company’s regular payroll schedule following the termination date, subject to standard deductions and withholdings; provided, however that no portion of the CIC Severance will be paid prior to the Release Date, and any such payments that are otherwise scheduled to be made prior to the Release Date shall instead accrue and be made on the first regular payroll date following the Release Datedates; (ii) Provided Executive or Executive’s covered dependents, as the case may be, timely elects continued coverage under COBRA, or state continuation coverage (as applicable), COBRA under the Company’s group health plans following such termination, the Company will shall pay the COBRA, or state continuation coverage, COBRA premiums necessary to continue Executive’s (and Executive’s covered dependents, as applicable) ’ health insurance coverage in effect on the termination date until the earliest of: (1) twelve (12) 18 months following the termination date; (2) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date Executive ceases to be eligible for COBRA or state law continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (1)-(3), (the “CIC COBRA Payment Period”)). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA, or state continuation coverage, COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the CIC COBRA Payment Period, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholdingwithholdings, for the remainder of the CIC COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company; (iii) The Company will make a lump sum cash payment pay an additional amount equivalent to Executive in an amount equal to one (1) times 24 months of Executive’s Target Bonus, which is calculated using the full Target Bonus as defined in Section 2.2 and multiplied by 2, for the performance year in which the Executive’s termination occurs, . This amount will be payable subject to standard federal and state payroll deductions withholding requirements and withholdings, which will be paid on the first payroll date after the 60th day following Executive’s date of termination, provided that Executive has delivered an effective Separation Agreement as of such date; (iv) The Company will pay Executive an amount equal to the prorated portion of the Annual Bonus for the calendar year in which Executive’s termination occurs (calculated based on the number of days that have passed prior to Executive’s termination). This amount will be payable subject to standard federal and state payroll withholding requirements and will be paid on the first payroll date after the 60th day following Executive’s date of termination, provided that Executive has delivered an effective Separation Agreement as of such date; and (ivv) Effective as of Executive’s termination date or, if later, the date of such Change in Controldate, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) shall be accelerated in full. (b) The CIC Severance Benefits Company will not make any payments to Executive with respect to any of the benefits pursuant to Section 6.3(a) prior to the 60th day following Executive’s date of termination. On the first payroll date after the 60th day following Executive’s date of termination, and provided that Executive has delivered an effective Separation Agreement, the Company will (i) make the first payment to Executive under Section 6.2(a)(i) and, in a lump sum, an amount equal to the aggregate amount of payments that the Company would have paid Executive through such date had the payments commenced on Executive’s date of termination through such 60th day, with the balance of the payments paid thereafter on the schedule described above; and (ii) make the lump sum payments specified in Sections 6.3(a)(iii) and (iv), subject to any delay in payment required by Section 6.6. (c) The benefits provided to Executive pursuant to this Section 6.3 are in lieu of, and not in addition to, any benefits to which Executive may otherwise be entitled under any Company severance plan, policy, or program. (cd) Any damages caused by the termination of Executive’s employment without Cause during the or for Good Reason in connection with a Change in Control Measurement Period would be difficult to ascertain; therefore, the CIC Severance Benefits for which Executive is eligible pursuant to Section 6.3(a) above in exchange for the Release are Separation Agreement is agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.

Termination by the Company without Cause or Resignation by Executive for Good Reason (in connection with a Change in Control). (a) In the event that the Company terminates Executive’s employment without Cause or Executive resigns for Good Reason, in either case, (A) within the longer of (x) three (3) months prior to the date of signing a definitive agreement that would result in a Change in Control and (y) if the Company has executed a definitive agreement with respect to a transaction that, if consummated, would constitute a Change in Control, within the period between the date of the definitive agreement and the closing of such transaction or termination of such definitive agreement, or (B) within twelve (12) months following the effective date of a Change in Control (such period, the “Change in Control Measurement Period”) of the Company, then Executive shall be entitled to the Accrued Obligations and, subject to Executive’s full compliance with Section 6.2(bthe requirements of Sections 6.2(c) above, including but not limited to the Release requirement and Executive’s continued compliance with Executive’s obligations to the Company under Executive’s Confidential Information Agreement, then Executive shall will be eligible to receive for the following severance benefits (collectively the “CIC Severance Benefits.”): (i) The Company will pay Executive severance pay in the form of continuation of Executive’s then-current Base Salary for twelve (12) months (the “CIC Salary Continuation Severance”). The CIC Salary Continuation Severance will be paid in substantially equal installments on the Company’s regular payroll schedule following the termination date, subject to standard deductions and withholdings; provided, however that no portion of the CIC Salary Continuation Severance will be paid prior to the Release DateEffective Date (as defined below), and any such payments that are otherwise scheduled to be made prior to the Release Effective Date shall instead accrue and be made on the first regular payroll date following the Release Effective Date; (ii) Provided Executive or Executive’s covered dependents, as the case may be, timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the COBRA, or state continuation coverage, premiums to continue Executive’s (and Executive’s covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) twelve (12) months following the termination date; (2) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date Executive ceases to be eligible for COBRA or state law continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (1)-(3), (the “CIC COBRA Payment Period”)). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the CIC COBRA Payment Period, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of the CIC COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company; (iii) The Company will make a lump sum cash payment provide Executive with the Bonus Severance, as defined in and paid according to the terms of Section 6.2; (iv) The Company will pay Executive in an amount equal to one the bonus (1under Section 2.2) times that Executive was eligible to receive during the Target Bonus for the calendar year in which the Executive’s termination occurs, subject to standard payroll deductions and withholdings, which will be paid occurs (if any) prorated for any partial year of employment on the first payroll basis of a 365-day year, less applicable withholdings and deductions, payable in a lump sum on the later of (x) the date after that annual performance bonuses are normally paid to other executives at the 60th day Company for that calendar year or (y) the Release Effective Date, but in no event later than March 15 of the year following Executive’s date of termination, provided that Executive has delivered an effective Separation Agreement prior the year to such datewhich the bonus is attributable; and (ivv) Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) shall be accelerated in full. For purposes of clarity, any termination or forfeiture of any unvested equity awards eligible for acceleration of vesting pursuant to Section 6.3(a)(v) that otherwise would have occurred on or within the three (3) month period following the date of Executive’s termination will be delayed until the end of such three (3) month period (but, in the case of any stock option, not later than the expiration date of such stock option specified in the applicable option agreement) and will only occur to the extent such equity awards do not vest pursuant to this Section and, for purposes of clarity, no additional vesting of any equity awards shall occur during such three (3) month period, except as expressly provided above. (b) The CIC Severance Benefits provided to Executive pursuant to For purposes of this Section 6.3 are Agreement, a “Change in lieu of, and not Control” shall have the meaning set forth in addition to, any benefits to which Executive may otherwise be entitled under any Company severance plan, policythe Plan, or programany successor equity incentive plan. (c) Any damages caused by the termination of Executive’s employment without Cause during the Change in Control Measurement Period would be difficult to ascertain; therefore, the CIC Severance Benefits for which Executive is eligible pursuant to Section 6.3(a) above in exchange for the Release are agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.

Termination by the Company without Cause or Resignation by Executive for Good Reason (in connection with a Change in Control). (a) In the event that the Company terminates Executive’s employment without Cause or Executive resigns for Good Reason, in either case, (A) within the longer of (x) three (3) months prior to a Change in Control and (y) if the Company has executed a definitive agreement with respect to a transaction that, if consummated, would constitute a Change in Control, within the period between the date of the definitive agreement and the closing of such transaction or termination of such definitive agreement, or (B) within twelve (12) months following the effective date of a Change in Control (such period, the “Change in Control Measurement Period”) of the Company, then Executive shall be entitled to the Accrued Obligations and, subject to Executive’s full compliance with Section 6.2(bthe requirements of Sections 6.2(c) above, including but not limited to the Release requirement and Executive’s continued compliance with Executive’s obligations to the Company under Executive’s Confidential Information Agreement, then Executive shall will be eligible to receive for the following severance benefits (collectively the “CIC Severance Benefits”):: (i) The Company will pay provide Executive severance pay with the Salary Continuation Severance, the COBRA Severance Benefit, the Bonus Severance, and the Prorated Bonus, each as defined in the form of continuation of Executive’s then-current Base Salary for twelve (12) months (the “CIC Severance”). The CIC Severance will be and paid in substantially equal installments on the Company’s regular payroll schedule following the termination date, subject to standard deductions and withholdings; provided, however that no portion of the CIC Severance will be paid prior or provided according to the Release Date, and any such payments that are otherwise scheduled to be made prior to the Release Date shall instead accrue and be made on the first regular payroll date following the Release Date; (ii) Provided Executive or Executive’s covered dependents, as the case may be, timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the COBRA, or state continuation coverage, premiums to continue Executive’s (and Executive’s covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) twelve (12) months following the termination date; (2) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date Executive ceases to be eligible for COBRA or state law continuation coverage for any reason, including plan termination (such period from the termination date through the earlier terms of (1)-(3), (the “CIC COBRA Payment Period”)). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the CIC COBRA Payment Period, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of the CIC COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company; (iii) The Company will make a lump sum cash payment to Executive in an amount equal to one (1) times the Target Bonus for the year in which the termination occurs, subject to standard payroll deductions and withholdings, which will be paid on the first payroll date after the 60th day following Executive’s date of termination, provided that Executive has delivered an effective Separation Agreement prior to such dateSection 6.2; and (ivii) Effective as of Executive’s termination date or, if later, the date of such Change in Control, Control the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) date, including the Initial Option, shall be accelerated in full. For purposes of clarity, any termination or forfeiture of any unvested equity awards eligible for acceleration of vesting pursuant to Section 6.3(a)(ii) that otherwise would have occurred on or within the three (3) month period following the date of Executive’s termination will be delayed until the end of such three (3) month period (but, in the case of any stock option, not later than the expiration date of such stock option specified in the applicable option agreement) and will only occur to the extent such equity awards do not vest pursuant to this Section and, for purposes of clarity, no additional vesting of any equity awards shall occur during such three (3) month period, except as expressly provided above. (b) The CIC Severance Benefits provided to Executive pursuant to For purposes of this Section 6.3 are Agreement, a “Change in lieu of, and not Control” shall have the meaning set forth in addition to, any benefits to which Executive may otherwise be entitled under any Company severance plan, policythe Company’s 2019 Stock Option Plan, or programany successor equity incentive plan. (c) Any damages caused by the termination of Executive’s employment without Cause during the Change in Control Measurement Period would be difficult to ascertain; therefore, the CIC Severance Benefits for which Executive is eligible pursuant to Section 6.3(a) above in exchange for the Release are agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.

Termination by the Company without Cause or Resignation by Executive for Good Reason (in connection with a Change in Control). (a) In the event that the Company terminates Executive’s employment without Cause or Executive resigns for Good Reason, in either case, within three (3) months prior to or within twelve (12) months following the effective date of a Change in Control (such period, the “Change in Control Measurement Period”) then Executive shall be entitled to the Accrued Obligations and, subject to Executive’s full compliance with Section 6.2(b) above, Executive shall be eligible to receive the following severance benefits (collectively the “CIC Severance Benefits”): (i) The Company will pay Executive severance pay in the form of continuation of Executive’s then-current Base Salary for twelve eighteen (1218) months (the “CIC Severance”). The CIC Severance will be paid in substantially equal installments on the Company’s regular payroll schedule following the termination date, subject to standard deductions and withholdings; provided, however that no portion of the CIC Severance will be paid prior to the Release Date, and any such payments that are otherwise scheduled to be made prior to the Release Date shall instead accrue and be made on the first regular payroll date following the Release Date; (ii) Provided Executive or Executive’s covered dependents, as the case may be, timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the COBRA, or state continuation coverage, premiums to continue Executive’s (and Executive’s covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) twelve eighteen (1218) months following the termination date; (2) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date Executive ceases to be eligible for COBRA or state law continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (1)-(3), (the “CIC COBRA Payment Period”)). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the CIC COBRA Payment Period, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of the CIC COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company; (iii) The Company will make a lump sum cash payment to Executive in an amount equal to one and a half (11.5) times the Target Bonus for the year in which the termination occurs, subject to standard payroll deductions and withholdings, which will be paid on the first payroll date after the 60th day following Executive’s date of termination, provided that Executive has delivered an effective Separation Agreement prior to as of such date; and (iv) Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) shall be accelerated in full. (b) The CIC Severance Benefits provided to Executive pursuant to this Section 6.3 are in lieu of, and not in addition to, any benefits to which Executive may otherwise be entitled under any Company severance plan, policy, or program. In addition, in consideration of the payments and benefits to which Executive may become entitled to hereunder, from and after the Effective Date, Executive shall no longer be eligible to receive such “single trigger” vesting acceleration rights set forth in the Prior Agreement. (c) Any damages caused by the termination of Executive’s employment without Cause during the Change in Control Measurement Period would be difficult to ascertain; therefore, the CIC Severance Benefits for which Executive is eligible pursuant to Section 6.3(a) above in exchange for the Release are agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.

Termination by the Company without Cause or Resignation by Executive for Good Reason (in connection with a Change in Control). (a) In the event that the Company terminates Executive’s employment without Cause or Executive resigns for Good Reason, in either case, within three (3) months prior to or Reason within twelve (12) months following the effective date of a Change in Control (such period, the “Change in Control CIC Measurement Period”) ), then Executive shall be entitled to the Accrued Obligations and, subject to Executive’s full compliance with Section 6.2(b) above, Executive shall be eligible to receive the following severance benefits (collectively the “CIC Severance Benefits”), subject to the terms and conditions set forth in Section 6.3(b): (i) The Company will shall pay to Executive severance pay in the form of continuation an amount equal to 12 months of Executive’s then-then current Base Salary for twelve (12) months (the “CIC Severance”). The CIC Severance will be Salary, less standard payroll deductions and withholdings, paid in substantially equal installments on the Company’s regular payroll schedule following the termination date, subject to standard deductions and withholdings; provided, however that no portion of the CIC Severance will be paid prior to the Release Date, and any such payments that are otherwise scheduled to be made prior to the Release Date shall instead accrue and be made on the first regular payroll date following the Release Datedates; (ii) Provided Executive or Executive’s covered dependents, as the case may be, timely elects continued coverage under COBRA, or state continuation coverage (as applicable), COBRA under the Company’s group health plans following such termination, the Company will shall pay the COBRA, or state continuation coverage, COBRA premiums necessary to continue Executive’s (and Executive’s covered dependents, as applicable) ’ health insurance coverage in effect on the termination date until the earliest of: (1) twelve (12) 12 months following the termination date; (2) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date Executive ceases to be eligible for COBRA or state law continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (1)-(3), (the “CIC COBRA Payment Period”)). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA, or state continuation coverage, COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the CIC COBRA Payment Period, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholdingwithholdings, for the remainder of the CIC COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company; (iii) The Company will make a lump sum cash payment pay an additional amount equivalent to Executive in an amount equal to one (1) times 12 months of Executive’s Target Bonus, which is calculated using the full Target Bonus as defined in Section 2.2 and multiplied by 1, for the performance year in which the Executive’s termination occurs, . This amount will be payable subject to standard federal and state payroll deductions withholding requirements and withholdings, which will be paid on the first payroll date after the 60th day following Executive’s date of termination, provided that Executive has delivered an effective Separation Agreement as of such date; (iv) The Company will pay Executive an amount equal to the prorated portion of the Annual Bonus for the calendar year in which Executive’s termination occurs (calculated based on the number of days that have passed prior to Executive’s termination). This amount will be payable subject to standard federal and state payroll withholding requirements and will be paid on the first payroll date after the 60th day following Executive’s date of termination, provided that Executive has delivered an effective Separation Agreement as of such date; and (ivv) Effective as of Executive’s termination date or, if later, the date of such Change in Controldate, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) shall be accelerated in full. (b) The CIC Severance Benefits Company will not make any payments to Executive with respect to any of the benefits pursuant to Section 6.3(a) prior to the 60th day following Executive’s date of termination. On the first payroll date after the 60th day following Executive’s date of termination, and provided that Executive has delivered an effective Separation Agreement, the Company will (i) make the first payment to Executive under Section 6.2(a)(i) and, in a lump sum, an amount equal to the aggregate amount of payments that the Company would have paid Executive through such date had the payments commenced on Executive’s date of termination through such 60th day, with the balance of the payments paid thereafter on the schedule described above; and (ii) make the lump sum payments specified in Sections 6.3(a)(iii) and (iv), subject to any delay in payment required by Section 6.6. (c) The benefits provided to Executive pursuant to this Section 6.3 are in lieu of, and not in addition to, any benefits to which Executive may otherwise be entitled under any Company severance plan, policy, or program. (cd) Any damages caused by the termination of Executive’s employment without Cause during the or for Good Reason in connection with a Change in Control Measurement Period would be difficult to ascertain; therefore, the CIC Severance Benefits for which Executive is eligible pursuant to Section 6.3(a) above in exchange for the Release are Separation Agreement is agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.

Termination by the Company without Cause or Resignation by Executive for Good Reason (in connection with a Change in Control). (a) In the event that the Company terminates Executive’s employment is terminated without Cause or Executive resigns for Good Reason, in either case, Reason within three (3) months prior to or within twelve (12) months following the effective date of a Change in Control (such period, the “Change in Control Measurement Period”) of the Company, then Executive shall be entitled to the Accrued Obligations and, subject to Executive’s full compliance with the conditions and obligations in Section 6.2(b6.1(c) above, including but not limited to the Release requirement and Executive’s continued compliance with obligations to the Company under Executive’s Confidential Information Agreement, then Executive shall will be eligible to receive for the following severance benefits (collectively the “CIC Severance Benefits:”): (i) The Company will pay Executive severance pay in the form of continuation of an amount equal to Executive’s then-then current Base Salary for twelve eighteen (1218) months (the “CIC Severance”). The CIC Severance will be months, less all applicable withholdings and deductions, paid in substantially equal installments beginning on the Company’s regular payroll schedule following the termination date, subject to standard deductions and withholdings; provided, however that no portion of the CIC Severance will be paid prior to the Release Date, and any such payments that are otherwise second regularly scheduled to be made prior to the Release Date shall instead accrue and be made on the first regular payroll date following the Release Effective Date, with the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; (ii) Provided If Executive or Executive’s covered dependents, as the case may be, timely elects continued coverage under COBRA, or state continuation coverage (as applicable), COBRA for Executive and Executive’s dependents under the Company’s group health plans following such termination, then the Company will shall pay the COBRA, or state continuation coverage, COBRA premiums necessary to continue Executive’s and his/her covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1A) twelve eighteen (1218) months following the termination date; (2B) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3C) the date Executive ceases to be eligible for COBRA or state law continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (1)-(3A)-(C), (the “CIC COBRA Payment Period”)). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA, or state continuation coverage, COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the CIC COBRA Payment Period, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of the CIC COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s his/her rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s his/her employment by the Company; (iii) The Company will make a lump sum cash payment to Executive in an amount equal to one (1) 1.5 times the Target Bonus Amount for the year in which the termination occurs, subject to standard payroll deductions less all applicable withholdings and withholdingsdeductions, which will be paid in a lump sum on the first Company’s second regularly scheduled payroll date after following the 60th day following Executive’s later of (x) the Release Effective Date or (y) the effective date of termination, provided that Executive has delivered an effective Separation Agreement prior to such date; anda Change in Control; (iv) Effective as of the later of (x) the effective date of a Change in Control or (y) Executive’s termination date or, if later, the date of such Change in Controldate, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date that are subject to time-based vesting requirements (if any) shall be accelerated in full, and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award. (b) The CIC Severance Benefits provided to Executive pursuant to this Section 6.3 6.2 are in lieu of, and not in addition to, any benefits to which Executive may otherwise be entitled under Section 6.1 of this Agreement or any Company severance plan, policy, policy or program. (c) Any damages caused by the termination of Executive’s employment without Cause during the Change in Control Measurement Period would be difficult to ascertain; therefore, the CIC Severance Benefits for which Executive is eligible pursuant to Section 6.3(a6.2(a) above in exchange for the Release are agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.

Termination by the Company without Cause or Resignation by Executive for Good Reason (in connection with a Change in Control). (a) In the event that the Company terminates Executive’s employment is terminated without Cause or Executive resigns for Good Reason, in either case, Reason within three (3) months prior to or within twelve (12) months following the effective date of a Change in Control (such period, the “Change in Control Measurement Period”) of the Company, then Executive shall be entitled to the Accrued Obligations and, subject to Executive’s full compliance with the conditions and obligations in Section 6.2(b6.1(c) above, including but not limited to the Release requirement and Executive’s continued compliance with obligations to the Company under Executive’s Confidential Information Agreement, then Executive shall will be eligible to receive for the following severance benefits (collectively the “CIC Severance Benefits:”): (i) The Company will pay Executive severance pay in the form of continuation of an amount equal to Executive’s then-then current Base Salary for twelve (12) months (the “CIC Severance”). The CIC Severance will be months, less all applicable withholdings and deductions, paid in substantially equal installments beginning on the Company’s regular payroll schedule following the termination date, subject to standard deductions and withholdings; provided, however that no portion of the CIC Severance will be paid prior to the Release Date, and any such payments that are otherwise second regularly scheduled to be made prior to the Release Date shall instead accrue and be made on the first regular payroll date following the Release Effective Date, with the remaining installments occurring on the Company’s regularly scheduled payroll dates thereafter; (ii) Provided If Executive or Executive’s covered dependents, as the case may be, timely elects continued coverage under COBRA, or state continuation coverage (as applicable), COBRA for Executive and Executive’s dependents under the Company’s group health plans following such termination, then the Company will shall pay the COBRA, or state continuation coverage, COBRA premiums necessary to continue Executive’s and his/her covered dependents’ health insurance coverage in effect for Executive (and Executive’s covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1i) twelve (12) months following the termination date; (2ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3iii) the date Executive ceases to be eligible for COBRA or state law continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (1)-(3i)-(iii), (the “CIC COBRA Payment Period”)). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA, or state continuation coverage, COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such COBRA premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the CIC COBRA Payment Period, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of the CIC COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s his/her rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s his/her employment by the Company; (iii) The Company will make a lump sum cash payment to Executive in an amount equal to one (1) 1.0 times the Target Bonus Amount for the year in which the termination occurs, subject to standard payroll deductions less all applicable withholdings and withholdingsdeductions, which will be paid in a lump sum on the first Company’s second regularly scheduled payroll date after following the 60th day following Executive’s later of (x) the Release Effective Date or (y) the effective date of termination, provided that Executive has delivered an effective Separation Agreement prior to such date; anda Change in Control ; (iv) Effective as of the later of (x) the effective date of a Change in Control or (y) Executive’s termination date or, if later, the date of such Change in Controldate, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date that are subject to time-based vesting requirements (if any) shall be accelerated in full, and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award. (b) The CIC Severance Benefits provided to Executive pursuant to this Section 6.3 6.2 are in lieu of, and not in addition to, any benefits to which Executive may otherwise be entitled under Section 6.1 of this Agreement or any Company severance plan, policy, policy or program. (c) Any damages caused by the termination of Executive’s employment without Cause during the Change in Control Measurement Period would be difficult to ascertain; therefore, the CIC Severance Benefits for which Executive is eligible pursuant to Section 6.3(a6.2(a) above in exchange for the Release are agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.

Termination by the Company without Cause or Resignation by Executive for Good Reason (in connection with a Change in Control). (a) In the event that the Company terminates Executive’s employment without Cause or Executive resigns for Good Reason, in either case, within three (3) months prior to upon or within twelve eighteen (1218) months following the effective date of a Change in Control (as defined in the Plan, and such period, the “Change in Control Measurement Period”) then Executive shall be entitled to the Accrued Obligations and, subject to Executive’s full compliance with Section 6.2(b) above, Executive shall be eligible to receive the following severance benefits (collectively the “CIC Severance Benefits”): (i) The Company will pay Executive severance pay in the form of continuation of Executive’s then-current Base Salary (ignoring any decrease that forms the basis for twelve Executive’s resignation for Good Reason, if applicable) for twenty-four (1224) months following Executive’s Separation from Service (such period of time, the “CIC Severance Period”, and such aggregate Base Salary amount payable, (the “CIC Severance”). The CIC Severance will be paid in substantially equal installments on the Company’s regular payroll schedule following over the termination dateCIC Severance Period, subject to standard deductions and withholdings; provided, however that no portion of the CIC Severance will be paid prior to the sixtieth (60th) day following Executive’s Separation from Service. On the sixtieth (60th) day following Executive’s Separation from Service, the Company will pay Executive in a lump sum the CIC Severance payments that Executive would have received on or prior to such date under the schedule outlined above but for the delay while waiting for the sixtieth (60th) day and the Release Date, and any such with the balance of CIC Severance payments that are otherwise scheduled to be made prior to the Release Date shall instead accrue and be made on the first regular payroll date following the Release Datebeing paid as originally scheduled; (ii) Provided Executive or Executive’s covered dependents, as the case may be, timely elects continued coverage under COBRA, or state law continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the COBRA, or state continuation coverage, premiums to continue Executive’s (and Executive’s covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) twelve (12) months following the termination dateclose of the CIC Severance Period; (2) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date Executive ceases to be eligible for COBRA or state law continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (1)-(3), (the “CIC COBRA Payment Period”)). For purposes of clause (3) in the preceding sentence but subject to the approval of the insurance company, if any, that is providing the particular health insurance coverage at the time of Executive’s termination, it shall be assumed that the maximum duration of COBRA and state law continuation coverage, in the aggregate, is equal to the CIC Severance Period, notwithstanding that COBRA and state law may provide for a maximum aggregate duration of such coverage of less than the CIC Severance Period, and that the conditions set forth in COBRA and state law under which Executive may cease to be eligible for such coverage, other than the maximum aggregate duration of such coverage, shall continue to apply. Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on Executive’s behalf would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or other applicable law or regulation (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the CIC COBRA Payment Period, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of the CIC COBRA Payment PeriodPeriod (the “CIC Special Severance Payment”). On the sixtieth (60th) day following Executive’s Separation from Service, the Company will make the first payment under this section 6.3(a)(ii) (and, in the case of the CIC Special Severance Payment, such payment will be to Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments commenced on the Separation from Service through such sixtieth (60th) day, with the balance of the payments paid thereafter on the schedule described above. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company; (iii) The Company will make a lump sum cash payment to Executive in an amount equal to one two (12) times the Target Bonus for the year in which the termination occurs, subject to standard payroll deductions and withholdings, which will be paid in a lump sum on the first payroll date after the 60th day following Executive’s date of termination, provided Separation from Service; (iv) The Company will pay Executive an amount equal to the prorated portion of the Annual Bonus for the calendar year in which Executive’s termination occurs (calculated using the Target Percentage for the number of days in the calendar year that Executive has delivered an effective Separation Agreement have passed prior to such dateExecutive’s termination) (the “Pro-Rated Bonus”). The Pro-Rated Bonus will be subject to standard deductions and withholdings and will be paid in a lump sum on the 60th day following Executive’s date of Separation from Service; and (ivv) Effective as of Executive’s termination date or, if later, the date of such Change in Controldate, the vesting and exercisability of all outstanding equity awards covering Parent’s ordinary shares that are held by Executive immediately prior to the termination date (if any) shall be accelerated in full. (b) The CIC Severance Benefits provided to Executive pursuant to this Section 6.3 are in lieu of, and not in addition to, any benefits to which Executive may otherwise be entitled under any Company severance plan, policy, or program. (c) Any damages caused by the termination of Executive’s employment without Cause during the Change in Control Measurement Period would be difficult to ascertain; therefore, the CIC Severance Benefits for which Executive is eligible pursuant to Section 6.3(a) above in exchange for the Release are agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.

Termination by the Company without Cause or Resignation by Executive for Good Reason (in connection with a Change in Control). (a) In The Company shall have the event that the Company terminates right to terminate Executive’s employment pursuant to this Section 6.3 at any time, with or without Cause or advance notice, by giving notice as described in Section 7.1 of this Agreement. Likewise, Executive can resign from employment with or without Good Reason, by giving notice as described in Section 7.1 of this Agreement. Executive hereby agrees to comply with the additional notice requirements set forth in Section 6.2(d) above for any resignation for Good Reason. If Executive is terminated without Cause or resigns for Good Reason, in either case, within three one (31) months month prior to or within twelve (12) months following the effective date of a Change in Control (such period, the “Change in Control Measurement Period”) ), and for the avoidance of doubt excluding a termination due to death or Disability, and provided that such termination constitutes a Separation from Service, then Executive shall be entitled to the Accrued Obligations and, provided that Executive timely executes and allows to become effective a Separation Agreement, and subject to Executive’s full compliance with Section 6.2(b) above, then Executive shall be eligible to receive the following severance benefits (collectively the “CIC Severance Benefits”): (i) The Company will pay Executive severance pay in Executive, for the form twelve (12) month period following the termination date, a monthly amount equal to the sum of continuation (i) 1/12 of Executive’s then-current Base Salary for twelve plus (12ii) months l/12th of Executive’s then-current Target Bonus (the “CIC Severance,” and such period following the termination date, the “CIC Severance Period”). The CIC Severance will be paid in substantially equal installments on the Company’s regular payroll schedule following the termination date, subject to standard deductions and withholdings; provided, however that no portion of the CIC Severance will be paid prior to the Release Date, and any such payments that are otherwise scheduled to be made prior to the Release Date shall instead accrue and be made on the first regular payroll date following the Release DateDate (subject to Section 6.6(c) below); (ii) Provided Executive or Executive’s covered dependents, as the case may be, timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the COBRA, or state continuation coverage, premiums to continue Executive’s (and Executive’s covered dependents, as applicable) health insurance coverage in effect on the termination date (to the same extent as the Company pays such premiums to active employees) until the earliest of: (1) twelve (12) months the end of the CIC Severance Period following the termination date; (2) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date Executive ceases to be eligible for COBRA or state law continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (1)-(3), (the “CIC COBRA Payment Period”)). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the CIC COBRA Payment Period, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of the CIC COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company; (iii) The Company will make a lump sum cash payment to Executive in an amount equal to one (1) times the Target Bonus for the year in which the termination occurs, subject to standard payroll deductions and withholdings, which will be paid on the first payroll date after the 60th day following Executive’s date of termination, provided that Executive has delivered an effective Separation Agreement prior to such date; and (iv) Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) shall be accelerated in full. (b) The CIC Severance Benefits provided to Executive pursuant to this Section 6.3 are in lieu of, and not in addition to, any benefits to which Executive may otherwise be entitled under any Company severance plan, policy, or program. (c) Any damages caused by the termination of Executive’s employment without Cause during the Change in Control Measurement Period would be difficult to ascertain; therefore, the CIC Severance Benefits for which Executive is eligible pursuant to Section 6.3(a) above in exchange for the Release are agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.

Termination by the Company without Cause or Resignation by Executive for Good Reason (in connection with a Change in Control). (a) In the event that the Company terminates Executive’s employment without Cause or Executive resigns for Good Reason, in either case, within three (3) months prior to or within twelve (12) months following the effective date of a Change in Control (such period, the “Change in Control Measurement Period”) then Executive shall be entitled to the Accrued Obligations and, subject to Executive’s full compliance with Section 6.2(b) above, Executive shall be eligible to receive the following severance benefits (collectively the “CIC Severance Benefits”): (i) The Company will pay Executive severance pay in the form of continuation of Executive’s then-current Base Salary for twelve (12) months and a lump sum payment of the Retention Payment (the “CIC Severance”). The CIC Severance will be paid in substantially equal installments on the Company’s regular payroll schedule following the termination date, subject to standard deductions and withholdings; provided, however that no portion of the CIC Severance will be paid prior to the Release Date, and any such payments that are otherwise scheduled to be made prior to the Release Date shall instead accrue and be made on the first regular payroll date following the Release Date; (ii) Provided Executive or Executive’s covered dependents, as the case may be, timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the COBRA, or state continuation coverage, premiums to continue Executive’s (and Executive’s covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) twelve (12) months following the termination date; (2) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date Executive ceases to be eligible for COBRA or state law continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (1)-(3), (the “CIC COBRA Payment Period”)). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and ​ Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the CIC COBRA Payment Period, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of the CIC COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies Policies arising under Executive’s employment by the Company; (iii) The Company will make a lump sum cash payment to Executive in an amount equal to one (1) times the Target Bonus for the year in which the termination occurs, subject to standard payroll deductions and withholdings, which will be paid on the first payroll date after the 60th day following Executive’s date of termination, provided that Executive has delivered an effective Separation Agreement prior to as of such date; and (iv) Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) shall be accelerated in full. (b) The CIC Severance Benefits provided to Executive pursuant to this Section 6.3 are in lieu of, and not in addition to, any benefits to which Executive may otherwise be entitled under any Company severance plan, policy, or program. (c) Any damages caused by the termination of Executive’s employment without Cause during the Change in Control Measurement Period would be difficult to ascertain; therefore, the CIC Severance Benefits for which Executive is eligible pursuant to Section 6.3(a) above in exchange for the Release are agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.

Termination by the Company without Cause or Resignation by Executive for Good Reason (in connection with a Change in Control). (a) In the event that the Company terminates Executive’s employment without Cause or Executive resigns for Good Reason, in either case, within three (3) months prior to or within twelve (12) months following the effective date of a Change in Control (such period, the “Change in Control Measurement Period”) then Executive shall be entitled to the Accrued Obligations and, subject to Executive’s full compliance with Section 6.2(b) above, Executive shall be eligible to receive the following severance benefits (collectively the “CIC Severance Benefits”): (i) The Company will pay Executive severance pay in the form of continuation of Executive’s then-current Base Salary for twelve thirty-six (1236) months (the “CIC Severance”). The CIC Severance will be paid in substantially equal installments on the Company’s regular payroll schedule following the termination date, subject to standard deductions and withholdings; provided, however that no portion of the CIC Severance will be paid prior to the Release Date, and any such payments that are otherwise scheduled to be made prior to the Release Date shall instead accrue and be made on the first regular payroll date following the Release Date; (ii) Provided Executive or Executive’s covered dependents, as the case may be, timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the COBRA, or state continuation coverage, premiums to continue Executive’s (and Executive’s covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) twelve eighteen (1218) months following the termination date; (2) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date Executive ceases to be eligible for COBRA or state law continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (1)-(3), (the “CIC COBRA Payment Period”)). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the CIC COBRA Payment Period, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of the CIC COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company; (iii) The Company will make a lump sum cash payment to Executive in an amount equal to one (1) times the Target Bonus for the year in which the termination occurs, subject to standard payroll deductions and withholdings, which will be paid on the first payroll date after the 60th day following Executive’s date of termination, provided that Executive has delivered an effective Separation Agreement prior to such date; and (iv) Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) shall be accelerated in full. (b) The CIC Severance Benefits provided to Executive pursuant to this Section 6.3 are in lieu of, and not in addition to, any benefits to which Executive may otherwise be entitled under any Company severance plan, policy, or program. (c) Any damages caused by the termination of Executive’s employment without Cause during the Change in Control Measurement Period would be difficult to ascertain; therefore, the CIC Severance Benefits for which Executive is eligible pursuant to Section 6.3(a) above in exchange for the Release are agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.

Termination by the Company without Cause or Resignation by Executive for Good Reason (in connection with a Change in Control). (a) In The Company shall have the event that the Company terminates right to terminate Executive’s employment pursuant to this Section 6.3 at any time, with or without Cause or advance notice, by giving notice as described in Section 7.1 of this Agreement. Likewise, Executive can resign from employment with or without Good Reason, by giving notice as described in Section 7.1 of this Agreement. Executive hereby agrees to comply with the additional notice requirements set forth in Section 6.2(d) above for any resignation for Good Reason. If Executive is terminated without Cause or resigns for Good Reason, in either case, within three one (31) months month prior to or within twelve (12) months following the effective date of a Change in Control (such period, the “Change in Control Measurement Period”) ), and for the avoidance of doubt excluding a termination due to death or Disability, and provided that such termination constitutes a Separation from Service, then Executive shall be entitled to the Accrued Obligations and, provided that Executive timely executes and allows to become effective a Separation Agreement, and subject to Executive’s full compliance with Section 6.2(b) above, then Executive shall be eligible to receive the following severance benefits (collectively the “CIC Severance Benefits”): (i) The Company will pay Executive severance pay in Executive, for the form twelve (12) month period following the termination date, a monthly amount equal to the sum of continuation (i) 1/12 of Executive’s then-current Base Salary for twelve plus (12ii) months 1/12th of Executive’s then-current Target Bonus (the “CIC Severance,” and such period following the termination date, the “CIC Severance Period”). The CIC Severance will be paid in substantially equal installments on the Company’s regular payroll schedule following the termination date, subject to standard deductions and withholdings; provided, however that no portion of the CIC Severance will be paid prior to the Release Date, and any such payments that are otherwise scheduled to be made prior to the Release Date shall instead accrue and be made on the first regular payroll date following the Release DateDate (subject to Section 6.6(c) below); (ii) Provided Executive or Executive’s covered dependents, as the case may be, timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the COBRA, or state continuation coverage, premiums to continue Executive’s (and Executive’s covered dependents, as applicable) health insurance coverage in effect on the termination date (to the same extent as the Company pays such premiums to active employees) until the earliest of: (1) twelve (12) months the end of the CIC Severance Period following the termination date; (2) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date Executive ceases to be eligible for COBRA or state law continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (1)-(3), (the “CIC COBRA Payment Period”)). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the CIC COBRA Payment Period, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of the CIC COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company;; and (iii) The Company will make a lump sum cash payment Notwithstanding the terms of any equity plan or award agreement to Executive in an amount equal to one (1) times the Target Bonus for contrary, the year in which unvested portion of all time-based equity awards granted on or after the termination occurs, subject to standard payroll deductions Effective Date and withholdings, which will be paid outstanding on the first payroll date after the 60th day following Executive’s date of termination, provided that Executive has delivered an effective Separation Agreement prior to such date; and (iv) Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting will become fully vested and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if anyapplicable) shall be accelerated in fullexercisable as of the Release Date. (b) The CIC Severance Benefits provided to Executive pursuant to this Section 6.3 are in lieu of, and not in addition to, any benefits to which Executive may otherwise be entitled under any Company severance plan, policy, or program. (c) Any damages caused by the termination of Executive’s employment without Cause during the Change in Control Measurement Period would be difficult to ascertain; therefore, the CIC Severance Benefits for which Executive is eligible pursuant to Section 6.3(a) above in exchange for the Release are agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.

Termination by the Company without Cause or Resignation by Executive for Good Reason (in connection with a Change in Control). (a) In The Company shall have the event that the Company terminates right to terminate Executive’s employment pursuant to this Section 6.3 at any time, with or without Cause or advance notice, by giving notice as described in Section 7.1 of this Agreement. Likewise, Executive can resign from employment with or without Good Reason, by giving notice as described in Section 7.1 of this Agreement. Executive hereby agrees to comply with the additional notice requirements set forth in Section 6.2(d) above for any resignation for Good Reason. If Executive is terminated without Cause or resigns for Good Reason, in either case, within three one (31) months month prior to or within twelve (12) months following the effective date of a Change in Control (such period, the “Change in Control Measurement Period”) ), and for the avoidance of doubt excluding a termination due to death or Disability, and provided that such termination constitutes a Separation from Service, then Executive shall be entitled to the Accrued Obligations and, provided that Executive timely executes and allows to become effective a Separation Agreement, and subject to Executive’s full compliance with Section 6.2(b) above, then Executive shall be eligible to receive the following severance benefits (collectively the “CIC Severance Benefits”): (i) The Company will pay Executive severance pay in Executive, for the form twelve (12) month period following the termination date, a monthly amount equal to the sum of continuation (i) 1/12 of Executive’s then-current Base Salary for twelve plus (12ii) months 1/12th of Executive’s then-current Target Bonus (the “CIC Severance,” and such period following the termination date, the “CIC Severance Period”). The CIC Severance will be paid in substantially equal installments on the Company’s regular payroll schedule following the termination date, subject to standard deductions and withholdings; provided, however that no portion of the CIC Severance will be paid prior to the Release Date, and any such payments that are otherwise scheduled to be made prior to the Release Date shall instead accrue and be made on the first regular payroll date following the Release DateDate (subject to Section 6.6(c) below); (ii) Provided Executive or Executive’s covered dependents, as the case may be, timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the COBRA, or state continuation coverage, premiums to continue Executive’s (and Executive’s covered dependents, as applicable) health insurance coverage in effect on the termination date (to the same extent as the Company pays such premiums to active employees) until the earliest of: (1) twelve (12) months the end of the CIC Severance Period following the termination date; (2) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date Executive ceases to be eligible for COBRA or state law continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (1)-(3), (the “CIC COBRA Payment Period”)). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the CIC COBRA Payment Period, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of the CIC COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company;; and (iii) The Company will make a lump sum cash payment to Executive in an amount equal to one (1) times the Target Bonus for the year in which the termination occurs, subject to standard payroll deductions and withholdings, which will be paid on the first payroll date after the 60th day following Executive’s date of termination, provided that Executive has delivered an effective Separation Agreement prior to such dateSeverance Payment; and (iv) Notwithstanding the terms of any equity plan or award agreement to the contrary, the unvested portion of all time-based equity awards granted on or after the Effective as Date and outstanding on the date of Executive’s termination date or, if later, the date of such Change in Control, the vesting will become fully vested and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if anyapplicable) exercisable as of the Release Date; provided, however, that nothing in this Agreement shall be accelerated modify in fullany way the terms or conditions applicable to any Phantom Equity Rights Grant Notice and Award Agreement (or similar agreement) by and between Executive and Company, Parent or Holdings, as such agreement may have been amended or clarified from time to time. (b) The CIC Severance Benefits provided to Executive pursuant to this Section 6.3 are in lieu of, and not in addition to, any benefits to which Executive may otherwise be entitled under any Company severance plan, policy, or program. (c) Any damages caused by the termination of Executive’s employment without Cause during the Change in Control Measurement Period would be difficult to ascertain; therefore, the CIC Severance Benefits for which Executive is eligible pursuant to Section 6.3(a) above in exchange for the Release are agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.

Termination by the Company without Cause or Resignation by Executive for Good Reason (in connection with a Change in Control). (a) a. In the event that the Company terminates Executive’s employment without Cause or Executive resigns for Good Reason, in either case, within Reason during the three (3) months prior to to, as of, or within twelve (12) months following the effective date of a Change in Control (such period, the “Change in Control Measurement PeriodTermination Date”) ), then Executive shall be entitled to the Accrued Obligations and, subject to Executive’s full compliance with Section 6.2(b) aboveParagraph 1(d), including but not limited to the Release requirement and Executive’s continued compliance with Executive’s obligations to the Company under Executive’s NDDNC Agreement, then Executive shall will be eligible to receive for the following severance benefits (collectively the “CIC Change in Control Severance Benefits:”): (i) i. The Company will pay Executive severance pay in the form of continuation of an amount equal to Executive’s then-then current Base Salary and Annual Bonus (based on the Target Amount) for twelve eighteen (1218) months (which shall be inclusive of any entitlement to notice or XXXXX under the Agreement), less all applicable withholdings and deductions (“CIC Post-IPO Severance”). The CIC Severance will be , paid in substantially equal installments a single lump sum on the Company’s regular payroll schedule following the termination date, subject to standard deductions and withholdings; provided, however that no portion of the CIC Severance will be paid prior to the Release Date, and any such payments that are otherwise first regularly scheduled to be made prior to the Release Date shall instead accrue and be made on the first regular payroll date following the Release Effective Date;. (ii) Provided Executive . In the event that the Parent’s successor or surviving entity in a Change in Control has assumed or substituted the unvested portion of Executive’s covered dependentsequity awards in accordance with the terms thereof (including with the Executive’s consent, as the case may be, timely elects continued coverage under COBRA, or state continuation coverage (as where applicable), under the Company’s group health plans following such terminationTHEN, the Company will pay the COBRA, or state continuation coverage, premiums to continue Executive’s (and Executive’s covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) twelve (12) months following the termination date; (2) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date Executive ceases to be eligible for COBRA or state law continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (1)-(3), (the “CIC COBRA Payment Period”)). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the CIC COBRA Payment Period, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of the CIC COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under Executive’s employment by the Company; (iii) The Company will make a lump sum cash payment to Executive in an amount equal to one (1) times the Target Bonus for the year in which the termination occurs, subject to standard payroll deductions and withholdings, which will be paid on the first payroll date after the 60th day following Executive’s date of termination, provided that Executive has delivered an effective Separation Agreement prior to such date; and (iv) Effective as of Executive’s termination date or, if later, the date of such Change in ControlControl Termination Date, the vesting and exercisability of all outstanding unvested Parent equity awards that are held by Executive as of immediately prior to the Change in Control Termination Date and are scheduled to vest and become exercisable under a time-based, performance-based or service-based schedule shall be deemed immediately vested and exercisable as of Executive’s termination date (and, for clarity, if any) shall be accelerated any unvested equity award is in fullthe form of restricted stock that is subject to a share reacquisition or repurchase right on behalf of the Company or Parent, such reacquisition or repurchase right will lapse as to the shares of stock that are scheduled to vest under such time-based schedule immediately following the termination date). (b) The CIC Severance Benefits provided b. In the event that the Parent’s successor or surviving entity in a Change in Control does not offer to Executive pursuant to this Section 6.3 are in lieu of, and not in addition to, any benefits to which Executive may otherwise be entitled under any Company severance plan, policy, assume or program. (c) Any damages caused by substitute the termination unvested portion of Executive’s employment without Cause during equity awards, and the unvested awards will otherwise terminate, THEN effective immediately prior to such Change in Control Measurement Period would be difficult to ascertain; thereforeControl, the CIC Severance Benefits for which Executive is eligible pursuant Parent shall take such actions as are necessary under the terms of such awards to Section 6.3(acause the unvested portion of the Executive’s equity awards to vest and (if applicable) above in exchange for the Release are agreed to by the parties as liquidated damages, to serve as full compensation, and not a penaltybecome exercisable.

Termination by the Company without Cause or Resignation by Executive for Good Reason (in connection with a Change in Control). (a) In The Company shall have the event that the Company terminates right to terminate Executive’s employment service pursuant to this Section 6.3 at any time, with or without Cause or advance notice, by giving notice as described in Section 7.1 of this Agreement. Likewise, Executive can resign from service with or without Good Reason, by giving notice as described in Section 7.1 of this Agreement. Executive hereby agrees to comply with the additional notice requirements set forth in Section 6.2(d) above for any resignation for Good Reason. If Executive is terminated without Cause or resigns for Good Reason, in either case, within three one (31) months month prior to or within twelve (12) months following the effective date of a Change in Control (such period, the “Change in Control Measurement Period”) ), and for the avoidance of doubt excluding a termination due to death or Disability, and provided that such termination constitutes a Separation from Service, then Executive shall be entitled to the Accrued Obligations and, provided that Executive timely executes and allows to become effective a Separation Agreement, and subject to Executive’s full compliance with Section 6.2(b) above, then Executive shall be eligible to receive the following severance benefits (collectively the “CIC Severance Benefits”): (i) The Company will pay Executive severance pay in Executive, for the form eighteen (18) month period following the termination date, a monthly amount equal to the sum of continuation (i) 1/12 of Executive’s then-current Base Salary for twelve Compensation plus (12ii) months 1/12th of Executive’s then-current Target Bonus (the “CIC Severance,” and such period following the termination date, the “CIC Severance Period”). The CIC Severance will be paid in substantially equal installments on the Company’s regular payroll schedule following the termination date, subject to standard deductions and withholdingswithholdings to the extent applicable; provided, however that no portion of the CIC Severance will be paid prior to the Release Date, and any such payments that are otherwise scheduled to be made prior to the Release Date shall instead accrue and be made on the first regular payroll date following the Release DateDate (subject to Section 6.6(c) below); (ii) Provided Executive or Executive’s covered dependents, as the case may be, timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the COBRA, or state continuation coverage, premiums to continue Executive’s (and Executive’s covered dependents, as applicable) health insurance coverage in effect on the termination date (to the same extent as the Company pays such premiums to active services providers or employees) until the earliest of: (1) twelve (12) months the end of the CIC Severance Period following the termination date; (2) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date Executive ceases to be eligible for COBRA or state law continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (1)-(3), (the “CIC COBRA Payment Period”)). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on Executive’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such premiums pursuant to this Section, the Company shall pay Executive on the last day of each remaining month of the CIC COBRA Payment Period, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholdingwithholding to the extent applicable, for the remainder of the CIC COBRA Payment Period. Nothing in this Agreement shall deprive Executive of Executive’s rights under COBRA or ERISA for benefits under plans and policies arising under as a result of Executive’s employment by services to the Company;; and (iii) The Company will make a lump sum cash payment Notwithstanding the terms of any equity plan or award agreement to Executive in an amount equal to one (1) times the Target Bonus for contrary, the year in which unvested portion of all time-based equity awards granted on or after the termination occurs, subject to standard payroll deductions Effective Date and withholdings, which will be paid outstanding on the first payroll date after the 60th day following Executive’s date of termination, provided that Executive has delivered an effective Separation Agreement prior to such date; and (iv) Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting will become fully vested and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if anyapplicable) exercisable as of the Release Date; provided, however, that nothing in this Agreement shall be accelerated modify in fullany way the terms or conditions applicable to any Phantom Equity Rights Grant Notice and Award Agreement (or similar agreement) by and between Executive and Company, Parent or Holdings, as such agreement may have been amended or clarified from time to time. (b) The CIC Severance Benefits provided to Executive pursuant to this Section 6.3 are in lieu of, and not in addition to, any benefits to which Executive may otherwise be entitled under any Company severance plan, policy, or program. (c) Any damages caused by the termination of Executive’s employment service without Cause during the Change in Control Measurement Period would be difficult to ascertain; therefore, the CIC Severance Benefits for which Executive is eligible pursuant to Section 6.3(a) above in exchange for the Release are agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.