Common use of Termination in Connection with Change in Control Clause in Contracts

Termination in Connection with Change in Control. If the Company terminates Executive’s employment no more than three (3) months prior to a Change in Control (as defined herein) or within twelve (12) months after a Change in Control, Executive shall be entitled to receive the following severance benefits: (i) The Company shall pay Executive, as severance, twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum on or about the Company’s first regular payroll date following the 60th day after Executive’s Separation from Service. (ii) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s Separation from Service and ending on the earliest to occur of: (i) twelve (12) months following Executive’s Separation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the CIC COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “CIC Special Cash Payment”), for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such CIC Special Cash Payments toward the cost of COBRA premiums. (iii) The Company shall pay Executive, as further severance, a lump sum amount equal to her full bonus target for the calendar year in which the Change in Control occurs (the “CIC Bonus Payment”), to be paid no later than thirty (30) days following Executive’s Separation from Service. (iv) The Company shall accelerate the vesting of any shares, options, or other equity grants then unvested and outstanding as of the Executive’s Separation from Service, such that Executive will thereafter be 100% vested in any shares, options, or other equity grants awarded by the Company to Executive during Executive’s employment with the Company (the “Vesting Acceleration”).

Termination in Connection with Change in Control. If In the Company terminates Executive’s employment no more than three event of a Qualifying Termination within eighteen (318) months prior to after a Change in Control (as defined herein) below), or within twelve three (123) months after before a Change in Control, Executive the Company shall be entitled to receive the following severance benefitsprovide Executive: A. Cash severance in an amount equal to two times the sum of (ix) The Annual Base Salary plus (y) Target Annual Cash Incentive, less all applicable withholdings and deductions, payable on the first regular payroll date of the Company shall pay Executive, as severance, twelve that is sixty (1260) months of Executive’s base salary in effect as of days following the date of Executive’s employment termination. B. Continued participation through COBRA coverage or such other method determined by the Company (all costs, subject expenses and premiums to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid by Company) on the same basis as the employee and/or executive benefit plans contemplated by Section 4(a) hereof in a single lump sum which the Executive is participating on or about the date of such termination of employment for 24 months following the month in which coverage would otherwise be lost as an employee of the Company’s first regular payroll date following ; provided that the 60th day after Executive’s Separation from Service. (ii) Provided Executive timely elects continued is eligible and remains eligible for coverage under COBRA, the Company shall pay Executive’s such plans by timely electing COBRA premiums to continue Executive’s coverage (including coverage for eligible dependentscontinuation, if applicable) (“CIC COBRA Premiums”) through ; and provided, further, that in the period (event that the “CIC COBRA Premium Period”) starting on Executive’s Separation from Service and ending on the earliest to occur of: (i) twelve (12) months following Executive’s Separation from Service; (ii) the date Executive becomes eligible for group obtains other employment that offers Executive health insurance coverage through a new employer; or (iii) the date benefits such that Executive ceases to be is not eligible for COBRA continuation rights, such continuation of coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the CIC COBRA Premium Period, Executive must immediately notify by the Company of under this Section (6)(c)(i)(B) shall immediately cease (such event24 month or shorter period, the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines, determines that its payment of COBRA premiums on Executive’s behalf or other method of continued participation would result in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk violation of violating applicable law (includingincluding but not limited to the 2010 Patient Protection and Affordable Care Act, without limitation, Section 2716 of as amended by the Public 2010 Health Service Care and Education Reconciliation Act), then in lieu of paying COBRA premiums or providing such other method of continued participation pursuant to this Section, the Company instead shall pay to Executive, Executive on the first last day of each calendar monthremaining month of the COBRA Payment Period, a fully taxable cash payment equal to the applicable COBRA premiums premium or such other payment for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage)month, subject to applicable tax withholdings withholding (such amount, the “CIC Special Cash Severance Payment”), for such Special Severance Payment to be made without regard to Executive’s payment of COBRA premiums and without regard to the remainder expiration of the CIC COBRA Premium period prior to the end of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive may, but is not obligated to, use such CIC Special Cash Payments toward of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the cost of COBRA premiumsCompany. C. Full vesting of all outstanding unvested equity-based awards (iiiincluding Annual Equity Incentive Awards) The Company shall pay Executiveon the date of such termination or, as further severanceif later, a lump sum amount equal to her full bonus target for the calendar year in which consummation of the Change in Control occurs (the “CIC Bonus Payment”)Control, to be paid no later than thirty (30) days following Executive’s Separation from Service. (iv) The Company shall accelerate the with any performance-based vesting of any shares, options, or other equity grants then unvested and outstanding conditions for performance periods that are not completed as of the Executive’s Separation from Service, such that Executive will thereafter be 100% vested in any shares, options, or other equity grants awarded by date of termination deemed satisfied at the Company to Executive during Executive’s employment with the Company (the “Vesting Acceleration”)target level.

Termination in Connection with Change in Control. If In the Company terminates event Executive’s employment no more with the Company is terminated by the Company without Cause (and other than three (3as result of death or disability) months prior to the closing of a Change in Control (as defined hereinbelow) or within more than twelve (12) months after following the closing of a Change in of Control, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive remains in compliance with the terms of this Agreement, the Company shall be entitled to receive provide Executive with the following severance benefits:benefits (collectively, the “Severance Benefits”): (ia) The Company shall pay Executive, as severance, twelve an amount equal to nine (129) months of Executive’s base salary then-current Base Salary paid in effect as of equal installments on the Company’s normal payroll schedule over the nine month period immediately following the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum on or about the Company’s first regular payroll date following the 60th day after Executive’s Separation from Service. (iib) Provided that Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on the Executive’s Separation from Service and ending on the earliest to occur of: (i) twelve nine (129) months following Executive’s Separation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise ceases cease to be eligible for COBRA during the CIC COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay in lieu thereof provide to Executive, on the first day of each calendar month, Executive a fully taxable cash monthly payment in an amount equal to the applicable monthly COBRA premiums for premium that month (including premiums for Executive and would be required to pay to continue Executive’s eligible dependents who have elected and remain enrolled group health coverage in such effect on the date of Executive’s employment termination (which amount shall be based on the premium for the first month of COBRA coverage), subject to applicable tax withholdings which payments shall be made on the last day of each month regardless of whether Executive elects COBRA continuation coverage and shall end on the earlier of (such amount, x) the “CIC Special Cash Payment”), for date upon which Executive obtains other employment or (y) the remainder last day of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such CIC Special Cash Payments toward the cost of COBRA premiums9th calendar month following Executive’s Separation from Service date. (iiic) The 100% of all of Executive’s then-outstanding unvested Company shall pay Executive, equity awards will accelerate and will be deemed vested and exercisable as further severance, a lump sum amount equal to her full bonus target for the calendar year in which the Change in Control occurs (the “CIC Bonus Payment”), to be paid no later than thirty (30) days following of Executive’s Separation from Service. (iv) The Company shall accelerate the vesting of any shares, options, or other equity grants then unvested and outstanding as of the Executive’s Separation from Service, such that Executive will thereafter be 100% vested in any shares, options, or other equity grants awarded by the Company to Executive during Executive’s employment with the Company (the “Vesting Acceleration”).

Termination in Connection with Change in Control. If the Company terminates Executive’s employment no more than three is terminated by the Company without Cause or by Executive for Good Reason within twenty-four (324) months prior to a Change in Control (as defined herein) or within twelve (12) months after following a Change in Control, Executive shall be entitled to receive receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the following severance benefitsCompany, the benefits provided below: (iA) The the Company shall pay to Executive the Accrued Obligations in accordance with Section 5(a); (B) subject to Executive’s continued compliance with the provisions of Section 6, Executive shall be entitled to receive severance pay in an amount equal to the sum of: (1) Executive’s Base Salary as severance, in effect immediately prior to date of termination for a period equal to twelve (12) months months, payable in a lump sum within ten (10) days following the effective date of Executive’s base salary Release but in effect any event no later than two and one-half (2 1/2) months following the date of termination; plus (2) an amount equal to Executive’s Bonus for the year in which the date of termination occurs, payable in a lump sum within ten (10) days following the effective date of Executive’s Release but in any event no later than two and one-half (2 1/2) months following the date of termination; (C) subject to Executive’s continued compliance with the provisions of Section 6, for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination (or, if earlier, the date on which Executive accepts employment with another employer that provides comparable benefits in terms of cost and scope of coverage), the Company shall pay for and provide Executive and his dependents with healthcare benefits which are substantially the same as the benefits provided to Executive immediately prior to the date of termination, including, if necessary, paying the costs associated with continuation coverage pursuant to COBRA. If any of the Company’s health benefits are self-funded as of the date of Executive’s employment terminationtermination of employment, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum on or about the Company’s first regular payroll date following the 60th day after Executive’s Separation from Service. (ii) Provided Executive timely elects instead of providing continued coverage under COBRAhealth benefits as set forth above, the Company shall instead pay to Executive an amount equal to (1) twelve (12) multiplied by (2) (A) 105% multiplied by (B) the monthly premium Executive would be required to pay for continuation coverage pursuant to COBRA for Executive and his dependents who were covered under the Company’s health plans as of the date of Executive’s COBRA premiums termination of employment (calculated by reference to continue the premium as of the date of termination), payable in a lump sum within ten (10) days following the effective date of Executive’s coverage Release (including coverage for eligible dependents, if applicableas defined below) but in any event no later than two and one-half (“CIC COBRA Premiums”2 1/2) through months following the period date of termination; and (the “CIC COBRA Premium Period”D) starting on subject to Executive’s Separation from Service and ending on continued compliance with the earliest to occur of: (i) provisions of Section 6, during the twelve (12) months following the date of termination, Executive shall be entitled to executive-level outplacement services at the Company’s expense, not to exceed $15,000. Such services shall be provided by a firm selected by Executive from a list compiled by the Company. The payments and benefits provided for in this Section 5(b)(ii) shall only be payable in the event Executive’s Separation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the CIC COBRA Premium Period, Executive must immediately notify employment is terminated by the Company of such eventwithout Cause or by Executive for Good Reason within twenty-four (24) months following a Change in Control. Notwithstanding the foregoing, if If Executive’s employment is terminated by the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without Cause or by Executive for Good Reason prior to a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “CIC Special Cash Payment”), for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such CIC Special Cash Payments toward the cost of COBRA premiums. (iii) The Company shall pay Executive, as further severance, a lump sum amount equal to her full bonus target for the calendar year in which the Change in Control occurs or more than twenty-four (24) months following a Change in Control, then Executive shall receive the “CIC Bonus Payment”), payments and benefits described in Section 5(b)(i) and shall not be eligible to be paid no later than thirty (30) days following Executive’s Separation from Service. (iv) The Company shall accelerate the vesting of receive any shares, options, or other equity grants then unvested and outstanding as of the Executive’s Separation from Service, such that Executive will thereafter be 100% vested payments and benefits described in any shares, options, or other equity grants awarded by the Company to Executive during Executive’s employment with the Company (the “Vesting Acceleration”this Section 5(b)(ii).

Termination in Connection with Change in Control. If the Company terminates Executive’s employment no more than three (3) months prior to a Change in Control (as defined herein) or within twelve (12) months after a Change in Control, Executive shall be entitled to receive the following severance benefits: (i) The Company shall pay Executive, as severance, twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum on or about the Company’s first regular payroll date following the 60th day after Executive’s Separation from Service. (ii) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s Separation from Service and ending on the earliest to occur of: (i) twelve (12) months following Executive’s Separation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the CIC COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “CIC Special Cash Payment”), for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such CIC Special Cash Payments toward the cost of COBRA premiums. (iii) The Company shall pay Executive, as further severance, a lump sum amount equal to her his full bonus target for the calendar year in which the Change in Control occurs (the “CIC Bonus Payment”), to be paid no later than thirty (30) days following Executive’s Separation from Service. (iv) The Company shall accelerate the vesting of any shares, options, or other equity grants then unvested and outstanding as of the Executive’s Separation from Service, such that Executive will thereafter be 100% vested in any shares, options, or other equity grants awarded by the Company to Executive during Executive’s employment with the Company (the “Vesting Acceleration”).

Termination in Connection with Change in Control. If In the Company terminates Executive’s employment no more than three event of a Qualifying Termination within eighteen (318) months prior to after a Change in Control (as defined herein) or within twelve (12) months after a Change in Controlbelow), Executive the Company shall be entitled to receive the following severance benefitsprovide Executive: A. Cash severance in an amount equal to the sum of (ix) The Annual Base Salary plus (y) Target Annual Cash Incentive, less all applicable withholdings and deductions, payable on the first regular payroll date of the Company shall pay Executive, as severance, twelve that is sixty (1260) months of Executive’s base salary in effect as of days following the date of Executive’s employment termination. B. Continued participation through COBRA coverage (all costs, subject expenses and premiums to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid by Company) on the same basis as the employee and/or executive benefit plans contemplated by Section 4(a) hereof in a single lump sum which the Executive is participating on or about the date of such termination of employment for 12 months following the month in which coverage would otherwise be lost as an employee of the Company’s first regular payroll date following ; provided that the 60th day after Executive’s Separation from Service. (ii) Provided Executive timely elects continued is eligible and remains eligible for coverage under COBRAsuch plans by timely electing COBRA continuation; and provided, further, that in the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through event that the period (the “CIC COBRA Premium Period”) starting on Executive’s Separation from Service and ending on the earliest to occur of: (i) twelve (12) months following Executive’s Separation from Service; (ii) the date Executive becomes eligible for group obtains other employment that offers Executive health insurance coverage through a new employer; or (iii) the date benefits such that Executive ceases to be is not eligible for COBRA continuation rights, such continuation of coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the CIC COBRA Premium Period, Executive must immediately notify by the Company of under this Section (6)(c)(i)(B) shall immediately cease (such event12 month or shorter period, the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines, determines that its payment of COBRA premiums on Executive’s behalf or other method of continued participation would result in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk violation of violating applicable law (includingincluding but not limited to the 2010 Patient Protection and Affordable Care Act, without limitation, Section 2716 of as amended by the Public 2010 Health Service Care and Education Reconciliation Act), then in lieu of paying COBRA premiums or providing such other method of continued participation pursuant to this Section, the Company instead shall pay to Executive, Executive on the first last day of each calendar monthremaining month of the COBRA Payment Period, a fully taxable cash payment equal to the applicable COBRA premiums premium or such other payment for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage)month, subject to applicable tax withholdings withholding (such amount, the “CIC Special Cash Severance Payment”), for such Special Severance Payment to be made without regard to Executive’s payment of COBRA premiums and without regard to the remainder expiration of the CIC COBRA Premium period prior to the end of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive may, but is not obligated to, use such CIC Special Cash Payments toward of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the cost of COBRA premiumsCompany. C. Accelerated vesting of the portion of each then-outstanding and unvested Equity Incentive Award (iiiif any) The Company shall pay Executivethat is solely subject to time-based vesting that would otherwise vest within the next twelve (12) months after termination of employment. D. Continued vesting of the portion of each then-outstanding and unvested Equity Incentive Award that is solely subject to performance-based vesting (if any), with such vesting determined based on actual performance against the applicable performance goals established for each applicable award, as further severancedetermined at the time and in the manner applicable to each such award pursuant to the applicable Equity Incentive Plan and award agreement, a lump sum amount equal with each such award remaining outstanding through the date such vesting is determined. E. Executive shall have nine (9) months after termination of employment to her full bonus target for exercise any then-outstanding stock options that were vested (including by reason of partial acceleration under Section 6(c)(i)(C)) at the calendar year in which time of such termination of employment, provided that to the Change in Control occurs (the “CIC Bonus Payment”extent any then-outstanding performance-based vesting stock option vests after termination of employment pursuant to Section 6(c)(i)(D), to be paid no later than thirty the Executive shall have nine (309) days following Executive’s Separation from Service. (iv) The Company shall accelerate the months after each incremental vesting of any shares, options, or other equity grants then unvested and outstanding the stock option to exercise such portion of the stock option. Stock options not timely exercised in accordance with the foregoing shall be forfeited as of the Executive’s Separation from Servicelast day of the applicable exercise period. Notwithstanding the foregoing, such stock options shall be subject to the maximum term and expiration date of such stock options as set forth in the applicable award agreement and/or the Equity Incentive Plan, and nothing herein shall constitute an extension of such maximum term or expiration date. F. Any and all other payments or awards that Executive will thereafter be 100% has earned and vested in any shares, options, and for which Company or other equity grants awarded by the Company Parent has yet to Executive during Executive’s employment with the Company (the “Vesting Acceleration”)provide or pay.

Termination in Connection with Change in Control. If In the Company terminates Executive’s employment no more than three (3) event a Terminating Event occurs on, in anticipation of and within 90 days prior to, or within the 12 months prior to immediately following a Change in Control (the “Change in Control Period”), subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination, the following shall occur: (a) all stock options and other stock-based awards with time-based vesting held by the Executive shall immediately accelerate and become fully exercisable or nonforfeitable as defined hereinof the Date of Termination or, if later, the date of such Change in Control; (b) the Company shall pay to the Executive an amount equal to 1.5 times the sum of (i) the Executive’s annual base salary in effect immediately prior to the Terminating Event (or within twelve (12) months after a the Executive’s annual base salary in effect immediately prior to the Change in Control, Executive shall be entitled to receive the following severance benefits: (iif higher) The Company shall pay Executive, as severance, twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum on or about the Company’s first regular payroll date following the 60th day after Executive’s Separation from Service. (ii) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s Separation from Service and ending on the earliest to occur of: (i) twelve (12) months following Executive’s Separation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the CIC COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “CIC Special Cash Payment”), target bonus for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such CIC Special Cash Payments toward the cost of COBRA premiums. (iii) The Company shall pay Executive, as further severance, a lump sum amount equal to her full bonus target for the calendar fiscal year in which the Change in Control occurs occurred; (c) any earned but unpaid pro-rata bonus accrued as of the “CIC Bonus Payment”)Date of Termination; (d) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for 18 months or the Executive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; and (e) the amounts payable under this Section 4 shall be paid out in a lump sum no later than sixty days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid no later than thirty (30) days following Executive’s Separation from Service. (iv) The Company shall accelerate in the vesting of any shares, options, or other equity grants then unvested and outstanding as of the Executive’s Separation from Service, such that Executive will thereafter be 100% vested in any shares, options, or other equity grants awarded second calendar year by the Company last day of such 60-day period. Each payment pursuant to Executive during Executive’s employment with the Company (the “Vesting Acceleration”this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

Termination in Connection with Change in Control. If the Company terminates Executive’s employment no more than three (3) months prior to a Change in Control (as defined herein) or within twelve (12) months after a Change in Control, Executive shall be entitled to receive the following severance benefitsbenefit: (i) The Company shall pay Executive, as severance, twelve eighteen (1218) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum equal installments on or about the Company’s first regular payroll date schedule over the eighteen (18) month period following the 60th day after Executive’s Separation from Service; provided, however, that no payments will be made prior to the 60th day following Executive’s Separation from Service. On the 60th day following Executive’s Separation from Service, the Company will pay Executive in a lump sum the Severance that Executive would have received on or prior to such date under the standard payroll schedule but for the delay while waiting for the 60th day in compliance with Code Section 409A, with the balance of the Severance being paid as originally scheduled. (ii) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s Separation from Service and ending on the earliest to occur of: (ia) twelve eighteen (1218) months following Executive’s Separation from Service; (iib) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iiic) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the CIC COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “CIC Special Cash Payment”), for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such CIC Special Cash Payments toward the cost of COBRA premiums. (iii) The Company shall pay Executive, as further severance, a lump sum amount equal to her one and a half times his full bonus target for the calendar year in which the Change in Control occurs (the “CIC Bonus Payment”), to be paid no later than thirty (30) days following Executive’s Separation from Service. (iv) The Company shall accelerate the vesting of any shares, options, or other equity grants then unvested and outstanding as of the Executive’s Separation from Service, such that Executive will thereafter be 100% vested in any shares, options, or other equity grants awarded by the Company to Executive during Executive’s employment with the Company (the “Vesting Acceleration”).

Termination in Connection with Change in Control. If (a) If, during the Company terminates Executive’s employment no more than three (3) months prior to term of this Agreement, there is a "Change in Control" of the Corporation and if within one year of such Change in Control there is a Voluntary Termination or Involuntary Termination of the Executive's employment under this Agreement (unless such termination occurs by virtue of Retirement, Disability or Death), as defined hereinconsideration for services previously rendered to the Corporation, the Executive will be entitled to receive a lump sum cash payment equal to the monthly compensation then paid by the Corporation to the Executive multiplied by 12 months. In addition to the foregoing lump sum payment, (i) the Corporation agrees to cause the Compensation Committee of the Board of Directors to cause all option agreements between the Corporation and the Executive pursuant to any of the Corporation's stock option plans which may be in effect from time to time to provide that the options granted under those agreements shall automatically become completely vested upon the effective date of the Executive's termination, and (ii) for a period of 12 months following the Executive's termination, the Executive shall continue to be entitled to all benefits and service credits for benefits under all of the Corporation's benefit programs, plans or within twelve (12) months after arrangements, which were in effect on the date of the Executive termination, including, the payment of the premium for the split dollar life insurance policy in effect for the Executive's benefit, on the same terms as if the Executive were still employed during such 12 month period. If, during the term of this Agreement, there is a "Change in Control" of the Corporation and the Executive is Involuntarily Terminated within six months of the effective date of the Change of Control, the Executive shall be entitled to receive the following severance benefits: (i) The Company shall pay Executive, as severance, twelve (12) months at least six month's notice of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”)such Involuntary Termination. The CIC Severance will amount of any payment hereunder shall not be paid in a single lump sum on or about reduced by any compensation which the Company’s first regular payroll date following Executive may receive from other employment with another employer after termination of his employment with the 60th day after Executive’s Separation from ServiceCorporation. (iib) Provided Unless otherwise instructed in writing by the Executive timely elects continued coverage under COBRAprior to any Change of Control, the Company shall pay Executive’s COBRA premiums Corporation agrees to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through cause the period (the “CIC COBRA Premium Period”) starting on Executive’s Separation from Service and ending on the earliest to occur of: (i) twelve (12) months following Executive’s Separation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the CIC COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 Compensation Committee of the Public Health Service Act), Board of Directors to cause all option agreements between the Company instead shall pay Corporation and the Executive pursuant to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “CIC Special Cash Payment”), for the remainder any of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such CIC Special Cash Payments toward Corporation's stock option plans which may be in effect from time to time to provide that the cost of COBRA premiums. (iii) The Company options granted under those agreements shall pay Executive, as further severance, a lump sum amount equal to her full bonus target for the calendar year in which the Change in Control occurs (the “CIC Bonus Payment”), to be paid automatically become completely vested no later than thirty (30) days following Executive’s Separation from Serviceimmediately prior to any Change of Control. (iv) The Company shall accelerate the vesting of any shares, options, or other equity grants then unvested and outstanding as of the Executive’s Separation from Service, such that Executive will thereafter be 100% vested in any shares, options, or other equity grants awarded by the Company to Executive during Executive’s employment with the Company (the “Vesting Acceleration”).

Termination in Connection with Change in Control. If In the Company terminates Executive’s employment no more than three event of a Qualifying Termination within eighteen (318) months prior to after a Change in Control (as defined herein) or within twelve (12) months after a Change in Controlbelow), Executive the Company shall be entitled to receive the following severance benefitsprovide Executive: A. Cash severance in an amount equal to the sum of (ix) The Annual Base Salary plus (y) Target Annual Cash Incentive, less all applicable withholdings and deductions, payable on the first regular payroll date of the Company shall pay Executive, as severance, twelve that is sixty (1260) months of Executive’s base salary in effect as of days following the date of Executive’s employment termination. B. Continued participation through COBRA coverage (all costs, subject expenses and premiums to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid by Company) on the same basis as the employee and/or executive benefit plans contemplated by Section 4(a) hereof in a single lump sum which the Executive is participating on or about the date of such termination of employment for 12 months following the month in which coverage would otherwise be lost as an employee of the Company’s first regular payroll date following ; provided that the 60th day after Executive’s Separation from Service. (ii) Provided Executive timely elects continued is eligible and remains eligible for coverage under COBRAsuch plans by timely electing COBRA continuation; and provided, further, that in the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through event that the period (the “CIC COBRA Premium Period”) starting on Executive’s Separation from Service and ending on the earliest to occur of: (i) twelve (12) months following Executive’s Separation from Service; (ii) the date Executive becomes eligible for group obtains other employment that offers Executive health insurance coverage through a new employer; or (iii) the date benefits such that Executive ceases to be is not eligible for COBRA continuation rights, such continuation of coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the CIC COBRA Premium Period, Executive must immediately notify by the Company of under this Section (6)(c)(i)(B) shall immediately cease (such event12 month or shorter period, the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines, determines that its payment of COBRA premiums on Executive’s behalf or other method of continued participation would result in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk violation of violating applicable law (includingincluding but not limited to the 2010 Patient Protection and Affordable Care Act, without limitation, Section 2716 of as amended by the Public 2010 Health Service Care and Education Reconciliation Act), then in lieu of paying COBRA premiums or providing such other method of continued participation pursuant to this Section, the Company instead shall pay to Executive, Executive on the first last day of each calendar monthremaining month of the COBRA Payment Period, a fully taxable cash payment equal to the applicable COBRA premiums premium or such other payment for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage)month, subject to applicable tax withholdings withholding (such amount, the “CIC Special Cash Severance Payment”), for such Special Severance Payment to be made without regard to Executive’s payment of COBRA premiums and without regard to the remainder expiration of the CIC COBRA Premium period prior to the end of the COBRA Payment Period. Nothing in this Agreement shall deprive Executive may, but is not obligated to, use such CIC Special Cash Payments toward of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the cost of COBRA premiumsCompany. C. Accelerated vesting of the portion of each then-outstanding and unvested Equity Incentive Award (iiiif any) The Company shall pay Executivethat is solely subject to time-based vesting that would otherwise vest within the next twelve (12) months after termination of employment. D. Continued vesting of the portion of each then-outstanding and unvested Equity Incentive Award that is solely subject to performance-based vesting (if any), with such vesting determined based on actual performance against the applicable performance goals established for each applicable award, as further severancedetermined at the time and in the manner applicable to each such award pursuant to the applicable Equity Incentive Plan and award agreement, a lump sum amount equal with each such award remaining outstanding through the date such vesting is determined. E. Executive shall have nine (9) months after termination of employment to her full bonus target for exercise any then-outstanding stock options that were vested (including by reason of partial acceleration under Section 6(c)(i)(C)) at the calendar year in which time of such termination of employment, provided that to the Change in Control occurs (the “CIC Bonus Payment”extent any then-outstanding performance-based vesting stock option vests after termination of employment pursuant to Section 6(c)(i)(D), to be paid no later than thirty the Executive shall have nine (309) days following Executive’s Separation from Service. (iv) The Company shall accelerate the months after each incremental vesting of any shares, options, or other equity grants then unvested and outstanding the stock option to exercise such portion of the stock option. Stock options not timely exercised in accordance with the foregoing shall be forfeited as of the Executive’s Separation from Servicelast day of the applicable exercise period. Notwithstanding the foregoing, such that Executive will thereafter stock options shall be 100% vested subject to the maximum term and expiration date of such stock options as set forth in any sharesthe applicable award agreement and/or the Equity Incentive Plan, options, and nothing herein shall constitute an extension of such maximum term or other equity grants awarded by the Company to Executive during Executive’s employment with the Company (the “Vesting Acceleration”)expiration date.

Termination in Connection with Change in Control. If the Company terminates Executive’s employment no more than three is terminated by the Company without Cause or by Executive for Good Reason within twenty-four (324) months prior to a Change in Control (as defined herein) or within twelve (12) months after following a Change in Control, Executive shall be entitled to receive receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the following severance benefitsCompany, the benefits provided below: (iA) The the Company shall pay to Executive his fully earned but unpaid base salary, when due, through the date of termination at the rate then in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time of termination; (B) subject to Executive’s continued compliance with the provisions of Section 6, as severance, twelve Executive shall be entitled to receive severance pay in an amount equal to the sum of: (121) months of Executive’s base salary as in effect immediately prior to date of termination for a period equal to six (6) months, payable in a lump sum as of soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the date of termination; plus (2) an amount equal to Executive’s employment Bonus for the year in which the date of termination occurs, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the date of termination, ; (C) subject to standard payroll deductions Executive’s continued compliance with the provisions of Section 6, for the period beginning on the date of termination and withholdings ending on the date which is six (the “CIC Severance”). The CIC Severance will be paid in a single lump sum on or about the Company’s first regular payroll date 6) full months following the 60th day after Executive’s Separation from Service. date of termination (ii) Provided or, if earlier, the date on which Executive timely elects continued coverage under COBRAaccepts employment with another employer that provides comparable benefits in terms of cost and scope of coverage), the Company shall pay for and provide Executive and his dependents with healthcare benefits which are substantially the same as the benefits provided to Executive immediately prior to the date of termination, including, if necessary, paying the costs associated with continuation coverage pursuant to COBRA; (D) subject to Executive’s COBRA premiums continued compliance with the provisions of Section 6, Executive shall be entitled to continue executive-level outplacement services at the Company’s expense, not to exceed $15,000. Such services shall be provided by a firm selected by Executive from a list compiled by the Company. The payments and benefits provided for in this Section 5(b)(ii) shall only be payable in the event Executive’s coverage employment is terminated by the Company without Cause or by Executive for Good Reason within twenty-four (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s Separation from Service and ending on the earliest to occur of: (i) twelve (1224) months following a Change in Control. If Executive’s Separation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the CIC COBRA Premium Period, Executive must immediately notify employment is terminated by the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without Cause or by Executive for Good Reason prior to a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “CIC Special Cash Payment”), for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such CIC Special Cash Payments toward the cost of COBRA premiums. (iii) The Company shall pay Executive, as further severance, a lump sum amount equal to her full bonus target for the calendar year in which the Change in Control occurs or more than twenty-four (24) months following a Change in Control, then Executive shall receive the “CIC Bonus Payment”), payments and benefits described in Section 5(b)(i) and shall not be eligible to be paid no later than thirty (30) days following Executive’s Separation from Service. (iv) The Company shall accelerate the vesting of receive any shares, options, or other equity grants then unvested and outstanding as of the Executive’s Separation from Service, such that Executive will thereafter be 100% vested payments and benefits described in any shares, options, or other equity grants awarded by the Company to Executive during Executive’s employment with the Company (the “Vesting Acceleration”this Section 5(b)(ii).

Termination in Connection with Change in Control. If the Company terminates Executive’s employment (or if Executive resigns for Good Reason) no more than three (3) months prior to a Change in Control (as defined herein) or within twelve (12) months after a Change in Control, Executive shall be entitled to receive the following severance benefits: (i) The Company shall pay Executive, as severance, twelve (12) months of Executive’s base salary Base Salary (ignoring any reduction in Base Salary that constituted Good Reason) in effect as of the date Date of Executive’s employment terminationTermination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum on or about the Company’s first regular payroll date following the 60th 90th day after Executive’s Separation from Service. (ii) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s Separation from Service and ending on the earliest to occur of: (i) twelve (12) months following Executive’s Separation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the CIC COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “CIC Special Cash Payment”), for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such CIC Special Cash Payments toward the cost of COBRA premiums. (iii) The Company shall pay Executive, as further severance, a lump sum amount equal to her full bonus target for the calendar year in which the Change in Control occurs (the “CIC Bonus Payment”), to be paid no later than thirty (30) days following Executive’s Separation from Service. (iv) The Company shall accelerate the vesting of any shares, options, or other equity grants then unvested and outstanding as of the Executive’s Separation from Service, such that Executive will thereafter be 100% vested in any shares, options, or other equity grants awarded by the Company to Executive during Executive’s employment with the Company (the “Vesting Acceleration”).

Termination in Connection with Change in Control. If the Company terminates Executive’s employment no more than three is terminated by the Company without Cause or by Executive for Good Reason within twenty-four (324) months prior to a Change in Control (as defined herein) or within twelve (12) months after following a Change in Control, Executive shall be entitled to receive receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the following severance benefitsCompany, the benefits provided below: (iA) The the Company shall pay to Executive the Accrued Obligations in accordance with Section 5(a); (B) subject to Executive’s continued compliance with the provisions of Section 6, Executive shall be entitled to receive severance pay in an amount equal to the sum of: (1) Executive’s Base Salary as severance, in effect immediately prior to the date of termination for a period equal to twelve (12) months months, payable in a lump sum within ten (10) days following the effective date of Executive’s base salary Release but in effect any event no later than two and one-half (2 1/2) months following the date of termination; plus (2) an amount equal to Executive’s Bonus for the year in which the date of termination occurs, payable in a lump sum within ten (10) days following the effective date of Executive’s Release but in any event no later than two and one-half (2 1/2) months following the date of termination; (C) subject to Executive’s continued compliance with the provisions of Section 6, for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination (or, if earlier, the date on which Executive accepts employment with another employer that provides comparable benefits in terms of cost and scope of coverage), the Company shall pay for and provide Executive and his dependents with healthcare benefits which are substantially the same as the benefits provided to Executive immediately prior to the date of termination, including, if necessary, paying the costs associated with continuation coverage pursuant to COBRA. If any of the Company’s health benefits are self-funded as of the date of Executive’s employment terminationtermination of employment, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum on or about the Company’s first regular payroll date following the 60th day after Executive’s Separation from Service. (ii) Provided Executive timely elects instead of providing continued coverage under COBRAhealth insurance benefits as set forth above, the Company shall instead pay to Executive an amount equal to twelve (12) multiplied by the monthly premium Executive would be required to pay for continuation coverage pursuant to COBRA for Executive and his dependents who were covered under the Company’s health plans as of the date of Executive’s COBRA premiums termination of employment (calculated by reference to continue the premium as of the date of termination), payable in a lump sum within ten (10) days following the effective date of Executive’s coverage Release (including coverage for eligible dependents, if applicableas defined below) but in any event no later than two and one-half (“CIC COBRA Premiums”2 1/2) through months following the period date of termination; and (the “CIC COBRA Premium Period”D) starting on subject to Executive’s Separation from Service and ending on continued compliance with the earliest to occur of: (i) provisions of Section 6, during the twelve (12) months following the date of termination, Executive shall be entitled to executive-level outplacement services at the Company’s expense, not to exceed $15,000. Such services shall be provided by a firm selected by Executive from a list compiled by the Company. The payments and benefits provided for in this Section 5(b)(ii) shall only be payable in the event Executive’s Separation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the CIC COBRA Premium Period, Executive must immediately notify employment is terminated by the Company of such eventwithout Cause or by Executive for Good Reason within twenty-four (24) months following a Change in Control. Notwithstanding the foregoing, if If Executive’s employment is terminated by the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without Cause or by Executive for Good Reason prior to a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “CIC Special Cash Payment”), for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such CIC Special Cash Payments toward the cost of COBRA premiums. (iii) The Company shall pay Executive, as further severance, a lump sum amount equal to her full bonus target for the calendar year in which the Change in Control occurs or more than twenty-four (24) months following a Change in Control, then Executive shall receive the “CIC Bonus Payment”), payments and benefits described in Section 5(b)(i) and shall not be eligible to be paid no later than thirty (30) days following Executive’s Separation from Service. (iv) The Company shall accelerate the vesting of receive any shares, options, or other equity grants then unvested and outstanding as of the Executive’s Separation from Service, such that Executive will thereafter be 100% vested payments and benefits described in any shares, options, or other equity grants awarded by the Company to Executive during Executive’s employment with the Company (the “Vesting Acceleration”this Section 5(b)(ii).

Termination in Connection with Change in Control. If the Company terminates Executive’s employment no more than three is terminated by the Company without Cause or by Executive for Good Reason within twenty-four (324) months prior to a Change in Control (as defined herein) or within twelve (12) months after following a Change in Control, Executive shall be entitled to receive receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the following severance benefitsCompany, the benefits provided below: (iA) The the Company shall pay to Executive the Accrued Obligations in accordance with Section 5(a); (B) subject to Executive’s continued compliance with the provisions of Section 6, Executive shall be entitled to receive severance pay in an amount equal to the sum of: (1) Executive’s Base Salary as severance, in effect immediately prior to date of termination for a period equal to twelve (12) months months, payable in a lump sum within ten (10) days following the effective date of Executive’s base salary Release but in effect any event no later than two and one-half (2 1 /2) months following the date of termination; plus (2) an amount equal to Executive’s Bonus for the year in which the date of termination occurs, payable in a lump sum within ten (10) days following the effective date of Executive’s Release but in any event no later than two and one-half (2 1/2) months following the date of termination; (C) subject to Executive’s continued compliance with the provisions of Section 6, for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination (or, if earlier, the date on which Executive accepts employment with another employer that provides comparable benefits in terms of cost and scope of coverage), the Company shall pay for and provide Executive and his dependents with healthcare benefits which are substantially the same as the benefits provided to Executive immediately prior to the date of termination, including, if necessary, paying the costs associated with continuation coverage pursuant to COBRA. If any of the Company’s health benefits are self-funded as of the date of Executive’s employment terminationtermination of employment, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum on or about the Company’s first regular payroll date following the 60th day after Executive’s Separation from Service. (ii) Provided Executive timely elects instead of providing continued coverage under COBRAhealth benefits as set forth above, the Company shall instead pay to Executive an amount equal to (1) twelve (12) multiplied by (2) (A) 105% multiplied by (B) the monthly premium Executive would be required to pay for continuation coverage pursuant to COBRA for Executive and his dependents who were covered under the Company’s health plans as of the date of Executive’s COBRA premiums termination of employment (calculated by reference to continue the premium as of the date of termination), payable in a lump sum within ten (10) days following the effective date of Executive’s coverage Release (including coverage for eligible dependents, if applicableas defined below) but in any event no later than two and one-half (“CIC COBRA Premiums”2 1/2) through months following the period date of termination; and (the “CIC COBRA Premium Period”D) starting on subject to Executive’s Separation from Service and ending on continued compliance with the earliest to occur of: (i) provisions of Section 6, during the twelve (12) months following the date of termination, Executive shall be entitled to executive-level outplacement services at the Company’s expense, not to exceed $15,000. Such services shall be provided by a firm selected by Executive from a list compiled by the Company. The payments and benefits provided for in this Section 5(b)(ii) shall only be payable in the event Executive’s Separation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the CIC COBRA Premium Period, Executive must immediately notify employment is terminated by the Company of such eventwithout Cause or by Executive for Good Reason within twenty-four (24) months following a Change in Control. Notwithstanding the foregoing, if If Executive’s employment is terminated by the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without Cause or by Executive for Good Reason prior to a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “CIC Special Cash Payment”), for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such CIC Special Cash Payments toward the cost of COBRA premiums. (iii) The Company shall pay Executive, as further severance, a lump sum amount equal to her full bonus target for the calendar year in which the Change in Control occurs or more than twenty-four (24) months following a Change in Control, then Executive shall receive the “CIC Bonus Payment”), payments and benefits described in Section 5(b)(i) and shall not be eligible to be paid no later than thirty (30) days following Executive’s Separation from Service. (iv) The Company shall accelerate the vesting of receive any shares, options, or other equity grants then unvested and outstanding as of the Executive’s Separation from Service, such that Executive will thereafter be 100% vested payments and benefits described in any shares, options, or other equity grants awarded by the Company to Executive during Executive’s employment with the Company (the “Vesting Acceleration”this Section 5(b)(ii).