Common use of Termination Severance Clause in Contracts

Termination Severance. (a) If Employee dies during the term of this Agreement, the Company shall pay his estate the compensation that would otherwise be payable to him for the month in which his death occurs, this Agreement shall be considered terminated on the last day of such month and the Company shall cause any issued but unvested stock options granted to Employee to immediately vest. (b) If during the term of this Agreement, Employee is prevented from performing his duties by reason of illness or incapacity for a continuous period of 120 days, the Company may terminate this Agreement upon 30 days’ prior notice thereof to Employee or his duly appointed legal representative. For the purposes of this Section 5(b), a period of illness or incapacity shall be deemed “continuous” notwithstanding Employee’s performance of his duties during such period for continuous periods of less than 15 days in duration. (c) The Company may terminate this Agreement at any time for Employee’s (1) gross negligence; (2) a material breach of any obligation created by this Agreement; (3) a violation of any policy, procedure or guideline of the Company, or any material injury to the economic or ethical welfare of the Company caused by Employee’s malfeasance, misfeasance, misconduct or inattention to Employee’s duties and responsibilities, or any other material failure to comply with the Company’s reasonable performance expectations, upon notice of the same from the Company and failure to cure such violation, injury or failure within 30 days; or (4) misconduct, including but not limited to, commission of any felony, or of any misdemeanor involving dishonesty or moral turpitude, or violation of any state or federal law in the course of his employment, theft or misuse of the Company’s property or time. (d) The Company may terminate this Agreement at any time for any or no reason upon 15 days’ notice to Employee. (e) If this Agreement is terminated by the Company prior to the end of the term pursuant to any provision other than Sections 4, 5(a) or 5(c) (the “Termination Date”), then, provided Employee executes the release described in Section 5(f) below and complies with his obligations under the Confidential Information Agreement and Noncompete Agreement incorporated by reference in Sections 6 and 7 of this Agreement: (i) the Company shall pay to Employee as severance an amount equal to

Termination Severance. (a) If Employee dies during the term of this Agreement, the Company shall pay his estate the compensation that would otherwise be payable to him for the month in which his death occurs, this Agreement shall be considered terminated on the last day of such month and the Company shall cause any issued but unvested stock options granted to Employee to immediately vest. (b) If during the term of this Agreement, Agreement Employee is prevented from performing his duties by reason of illness or incapacity for a continuous period of 120 days, the Company may terminate this Agreement upon 30 days’ prior notice thereof to Employee or his duly appointed legal representative. For the purposes of this Section 5(b), a period of illness or incapacity shall be deemed “continuous” notwithstanding Employee’s performance of his duties during such period for continuous periods of less than 15 days in duration. (c) The Company may terminate this Agreement at any time for Employee’s (1) gross negligence; (2) a material breach of any obligation created by this Agreement; (3) a violation of any policy, procedure or guideline of the Company, or any material injury to the economic or ethical welfare of the Company caused by Employee’s malfeasance, misfeasance, misconduct or inattention to Employee’s duties and responsibilities, or any other material failure to comply with the Company’s reasonable performance expectations, upon notice of the same from the Company and failure to cure such violation, injury or failure within 30 days; or (4) misconduct, including but not limited to, commission of any felony, or of any misdemeanor involving dishonesty or moral turpitude, or violation of any state or federal law in the course of his employment, ; theft or misuse of the Company’s property or time. (d) The Company may terminate this Agreement at any time for any or no reason upon 15 30 days’ notice to Employee. (e) If this Agreement is terminated by the Company prior to the end of the term pursuant to any provision other than Sections 4, 5(a) or 5(c) (the “Termination Date”), then, provided Employee executes the release described in Section 5(f) below and complies with his obligations under the Confidential Information Agreement and Noncompete Agreement incorporated by reference in Sections 6 and 7 of this Agreement: then (i) the Company shall pay to Employee twelve (12) month’s salary, or the amount due Employee through the remainder of the term, whichever is greater, in equal monthly installments, subject to all applicable deductions and withholdings; (ii) the Company shall provide Employee with paid COBRA benefits during the twelve-month period following the Termination Date; and (iii) ) the Company shall cause any issued but unvested options scheduled to vest in the year of termination to immediately vest; provided, however, that this sentence shall not diminish the 100% vesting contemplated by 3(f) below in connection with a Change of Control. (f) If a Change of Control occurs, all outstanding options granted to Employee as severance of such event shall immediately vest (to the extent they are not already vested). For purposes of this Agreement, “Change in Control” shall mean consolidation or merger involving the Company in which the Company is not the surviving entity or any transaction in which more than 50% of the Company’s voting power is transferred or more than 50% of the Company’s assets are sold. Notwithstanding the foregoing, sale of Company stock pursuant to an amount equal toinitial public offering or follow-on public offering shall not constitute a Change in Control.

Termination Severance. (a) If Employee dies during the term of this Agreement, the Company shall pay his her estate the compensation that would otherwise be payable to him for the month in which his her death occurs, this Agreement shall be considered terminated on the last day of such month and the Company shall cause any issued but unvested stock options granted to Employee to immediately vest. (b) If during the term of this Agreement, Agreement Employee is prevented from performing his her duties by reason of illness or incapacity for a continuous period of 120 days, the Company may terminate this Agreement upon 30 days’ prior notice thereof to Employee or his her duly appointed legal representative. For the purposes of this Section 5(b), a period of illness or incapacity shall be deemed “continuous” notwithstanding Employee’s performance of his her duties during such period for continuous periods of less than 15 days in duration. (c) The Company may terminate this Agreement at any time for Employee’s (1) gross negligence; (2) a material breach of any obligation created by this Agreement; (3) a violation of any policy, procedure or guideline of the Company, or any material injury to the economic or ethical welfare of the Company caused by Employee’s malfeasance, misfeasance, misconduct or inattention to Employee’s duties and responsibilities, or any other material failure to comply with the Company’s reasonable performance expectations, upon notice of the same from the Company and failure to cure such violation, injury or failure within 30 days; or (4) misconduct, including but not limited to, commission of any felony, or of any misdemeanor involving dishonesty or moral turpitude, or violation of any state or federal law in the course of his her employment, ; theft or misuse of the Company’s property or time. (d) The Company may terminate this Agreement at any time for any or no reason upon 15 30 days’ notice to Employee. (e) If this Agreement is terminated by the Company prior to the end of the term pursuant to any provision other than Sections 4, 5(a) or 5(c) (the “Termination Date”), then, provided Employee executes the release described in Section 5(f) below and complies with his obligations under the Confidential Information Agreement and Noncompete Agreement incorporated by reference in Sections 6 and 7 of this Agreement: then (i) the Company shall pay to Employee twelve (12) month’s salary, or the amount due Employee through the remainder of the term, whichever is greater, in equal monthly installments, subject to all applicable deductions and withholdings; (ii) the Company shall provide Employee with paid COBRA benefits during the twelve-month period following the Termination Date; and (iii) ) the Company shall cause any issued but unvested options scheduled to vest in the year of termination to immediately vest; provided, however, that this sentence shall not diminish the 100% vesting contemplated by 3(f) below in connection with a Change of Control. (f) If a Change of Control occurs, all outstanding options granted to Employee as severance of such event shall immediately vest (to the extent they are not already vested). For purposes of this Agreement, “Change in Control” shall mean consolidation or merger involving the Company in which the Company is not the surviving entity or any transaction in which more than 50% of the Company’s voting power is transferred or more than 50% of the Company’s assets are sold. Notwithstanding the foregoing, sale of Company stock pursuant to an amount equal toinitial public offering or follow-on public offering shall not constitute a Change in Control.

Termination Severance. (a) If Employee dies during the term of this Agreement, the Company shall pay his estate the compensation that would otherwise be payable to him for the month in which his death occurs, this Agreement shall be considered terminated on the last day of such month and the Company shall cause any issued but unvested stock options granted to Employee to immediately vest. (b) If during the term of this Agreement, Agreement Employee is prevented from performing his duties by reason of illness or incapacity for a continuous period of 120 days, the Company may terminate this Agreement upon 30 days’ prior notice thereof to Employee or his duly appointed legal representative. For the purposes of this Section 5(b), a period of illness or incapacity shall be deemed “continuous” notwithstanding Employee’s performance of his duties during such period for continuous periods of less than 15 days in duration. (c) The Company may terminate this Agreement at any time for Employee’s (1) gross negligence; (2) a material breach of any obligation created by this Agreement; (3) a violation of any policy, procedure or guideline of the Company, or any material injury to the economic or ethical welfare of the Company caused by Employee’s malfeasance, misfeasance, misconduct or inattention to Employee’s duties and responsibilities, or any other material failure to comply with the Company’s reasonable performance expectations, upon notice of the same from the Company and failure to cure such violation, injury or failure within 30 days; or (4) misconduct, including but not limited to, commission of any felony, or of any misdemeanor involving dishonesty or moral turpitude, or violation of any state or federal law in the course of his employment, ; theft or misuse of the Company’s property or time. (d) The Company may terminate this Agreement at any time for any or no reason upon 15 30 days’ notice to Employee. (e) If this Agreement is terminated by the Company prior to the end of the term pursuant to any provision other than Sections 4, 5(a) or 5(c) (the “Termination Date”), then, provided Employee executes the release described in Section 5(f5(g) below and complies with his obligations under the Confidential Information Agreement and Noncompete Agreement incorporated by reference in Sections 6 and 7 of this Agreement: (i) the Company shall pay to Employee twelve (12) month’s salary, or the amount due Employee through the remainder of the term, whichever is greater, in equal monthly installments, subject to all applicable deductions and withholdings; (ii) if the Employee timely and properly elects to continue his Company-sponsored group health coverage following the date of the Employee’s termination of employment (the “Termination Date”) pursuant to COBRA, the Company will reimburse Employee each month for his cost to purchase such coverage until the earlier of (A) the date that is twelve months following the Termination Date or (B) the date the Employee ceases to be eligible for such coverage; and (iii) the Company shall cause any issued but unvested options scheduled to vest in the year of termination to immediately vest; provided, however, that this sentence shall not diminish the 100% vesting contemplated by 3(f) below in connection with a Change of Control. (f) If a Change of Control occurs, all outstanding options granted to Employee as severance of such event shall immediately vest (to the extent they are not already vested). For purposes of this Agreement, “Change in Control” shall mean consolidation or merger involving the Company in which the Company is not the surviving entity or any transaction in which more than 50% of the Company’s voting power is transferred or more than 50% of the Company’s assets are sold. Notwithstanding the foregoing, sale of Company stock pursuant to an amount equal toinitial public offering or follow-on public offering shall not constitute a Change in Control.

Termination Severance. (a) If Employee dies during the term of this Agreement, the Company shall pay his estate the compensation that would otherwise be payable to him for the month in which his death occurs, this Agreement shall be considered terminated on the last day of such month and the Company shall cause any issued but unvested stock options granted to Employee to immediately vest. (b) If during the term of this Agreement, Employee is prevented from performing his duties by reason of illness or incapacity for a continuous period of 120 days, the Company may terminate this Agreement upon 30 days’ prior notice thereof to Employee or his duly appointed legal representative. For the purposes of this Section 5(b), a period of illness or incapacity shall be deemed “continuous” notwithstanding Employee’s performance of his duties during such period for continuous periods of less than 15 days in duration. (c) The Company may terminate this Agreement at any time for Employee’s (1) gross negligence; (2) a material breach of any obligation created by this Agreement; (3) a violation of any policy, procedure or guideline of the Company, or any material injury to the economic or ethical welfare of the Company caused by Employee’s malfeasance, misfeasance, misconduct or inattention to Employee’s duties and responsibilities, or any other material failure to comply with the Company’s reasonable performance expectations, upon notice of the same from the Company and failure to cure such violation, injury or failure within 30 days; or (4) misconduct, including but not limited to, commission of any felony, or of any misdemeanor involving dishonesty or moral turpitude, or violation of any state or federal law in the course of his employment, ; theft or misuse of the Company’s property or time. (d) The Company may terminate this Agreement at any time for any or no reason upon 15 days’ notice to Employee. (e) If this Agreement is terminated by the Company prior to the end of the term pursuant to any provision other than Sections 4, 5(a) or 5(c) (the “Termination Date”), then, provided Employee executes the release described in Section 5(f) below and complies with his obligations under the Confidential Information Agreement and Noncompete Agreement incorporated by reference in Sections 6 and 7 of this Agreement: (i) the Company shall pay to Employee as severance an amount equal toto twelve (12) month’s Base Salary, in equal installments, subject to all applicable deductions and withholdings; (ii) if the Employee timely and properly elects to continue his Company-sponsored group health coverage following the Termination Date pursuant to COBRA, the Company will reimburse Employee each month for his cost to purchase such coverage until the earlier of (A) the date that is twelve months following the Termination Date or (B) the date the Employee ceases to be eligible for such COBRA coverage; and (iii) the Company shall cause any issued but unvested options scheduled to vest in the year in which Employee’s Termination Date occurs to immediately vest; provided, however, that this sentence shall not diminish the 100% vesting contemplated by 5(g) below in connection with a Change of Control. The payments and benefits set forth in Sections 5(e)(i), (ii), and (iii) are collectively referred to as the “Severance Benefits.” (f) As a condition of receiving the Severance Benefits, the Employee agrees to execute, deliver and not revoke, within sixty (60) days following the Termination Date, a general release in such form as is requested by the Company, such release to be delivered, and to have become fully irrevocable, on or before the end of such sixty (60)-day period. If such a general release has not been executed and delivered and become irrevocable on or before the end of such sixty (60)-day period, no amounts or benefits under Section 5(e) shall be or become payable. The Company shall pay Employee the Severance Benefits commencing with the first regular payroll period after the release becomes irrevocable; provided, however, that in no event shall the timing of Employee’s execution of the release, directly or indirectly, result in the Employee designating the calendar year of payment, and if a payment that is subject to execution of the release could be made in more than one taxable year, such payment shall be made in the later taxable year. (g) If, within twelve (12) months following the date a Change of Control occurs, the Company terminates this Agreement other than pursuant to Sections 4, 5(a) or 5(c) above, all outstanding options granted to Employee as of such event shall immediately vest (to the extent they are not already vested). For purposes of this Agreement, “Change in Control” shall mean the sale of all or substantially all of the outstanding shares of capital stock, assets or business of the Company, by merger, consolidation, sale of assets or otherwise (other than a transaction in which all or substantially all of the persons who were beneficial owners of the capital stock of the Company immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of the outstanding voting securities (on an as-converted to Common Stock basis) of the (i) resulting, surviving or acquiring entity in such transaction in the case of a merger, consolidation or sale of outstanding shares, or (ii) acquiring entity in the case of a sale of assets). Notwithstanding the foregoing, sale of Company stock pursuant to an initial public offering or follow-on public offering shall not constitute a Change in Control.

Termination Severance. (a) If Employee dies during the term of this Agreement, the Company shall pay his estate the compensation that would otherwise be payable to him for the month in which his death occurs, this Agreement shall be considered terminated on the last day of such month and the Company shall cause any issued but unvested stock options or restricted stock units granted to Employee to immediately vest. (b) If during the term of this Agreement, Employee is prevented from performing his duties by reason of illness or incapacity for a continuous period of 120 days, the Company may terminate this Agreement upon 30 days’ prior notice thereof to Employee or his duly appointed legal representative. For the purposes of this Section 5(b), a period of illness or incapacity shall be deemed “continuous” notwithstanding Employee’s performance of his duties during such period for continuous periods of less than 15 days in duration. (c) The Company may terminate this Agreement at any time for Employee’s (1) gross negligence; (2) a material breach of any obligation created by this Agreement; (3) a violation of any policy, procedure or guideline of the Company, or any material injury to the economic or ethical welfare of the Company caused by Employee’s malfeasance, misfeasance, misconduct or inattention to Employee’s duties and responsibilities, or any other material failure to comply with the Company’s reasonable performance expectations, upon notice of the same from the Company and failure to cure such violation, injury or failure within 30 days; or (4) misconduct, including but not limited to, commission of any felony, or of any misdemeanor involving dishonesty or moral turpitude, or violation of any state or federal law in the course of his employment, ; theft or misuse of the Company’s property or time. (d) The Company may terminate this Agreement at any time for any or no reason upon 15 days’ notice to Employee. (e) If this Agreement is terminated by the Company prior to the end of the term pursuant to any provision other than Sections 4, 5(a) or 5(c) (the “Termination Date”), then, provided Employee executes the release described in Section 5(f) below and complies with his obligations under the Confidential Information Agreement and Noncompete Agreement incorporated by reference in Sections 6 and 7 of this Agreement: (i) the Company shall pay to Employee as severance an amount equal toto twelve (12) month’s Base Salary, in equal installments, subject to all applicable deductions and withholdings; (ii) if the Employee timely and properly elects to continue his Company-sponsored group health coverage following the Termination Date pursuant to COBRA, the Company will reimburse Employee each month for his cost to purchase such coverage until the earlier of (A) the date that is twelve (12) months following the Termination Date or (B) the date the Employee ceases to be eligible for such COBRA coverage; and (iii) the Company shall cause any issued but unvested options and restricted stock units scheduled to vest in the twelve (12) months following Employee’s Termination Date to immediately vest; provided, however, that this sentence shall not diminish the 100% vesting contemplated by 5(g) below in connection with a Change of Control. The payments and benefits set forth in Sections 5(e)(i), (ii), and (iii) are collectively referred to as the “Severance Benefits.” (f) As a condition of receiving the Severance Benefits, the Employee agrees to execute, deliver and not revoke, within sixty (60) days following the Termination Date, a general release in such form as is requested by the Company, such release to be delivered, and to have become fully irrevocable, on or before the end of such sixty (60)-day period. If such a general release has not been executed and delivered and become irrevocable on or before the end of such sixty (60)-day period, no amounts or benefits under Section 5(e) shall be or become payable. The Company shall pay Employee the Severance Benefits commencing with the first regular payroll period after the release becomes irrevocable; provided, however, that in no event shall the timing of Employee’s execution of the release, directly or indirectly, result in the Employee designating the calendar year of payment, and if a payment that is subject to execution of the release could be made in more than one taxable year, such payment shall be made in the later taxable year. (g) If, within twelve (12) months following the date a Change of Control occurs, the Company terminates this Agreement other than pursuant to Sections 4, 5(a) or 5(c) above, all outstanding options and restricted stock units granted to Employee as of such event shall immediately vest (to the extent they are not already vested). For purposes of this Agreement, “Change in Control” shall mean the sale of all or substantially all of the outstanding shares of capital stock, assets or business of the Company, by merger, consolidation, sale of assets or otherwise (other than a transaction in which all or substantially all of the persons who were beneficial owners of the capital stock of the Company immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of the outstanding voting securities (on an as-converted to Common Stock basis) of the (i) resulting, surviving or acquiring entity in such transaction in the case of a merger, consolidation or sale of outstanding shares, or (ii) acquiring entity in the case of a sale of assets). Notwithstanding the foregoing, sale of Company stock pursuant to an initial public offering or follow-on public offering shall not constitute a Change in Control.

Termination Severance. (a) If Employee dies during the term of this Agreement, the Company shall pay his estate the compensation that would otherwise be payable to him for the month in which his death occurs, this Agreement shall be considered terminated on the last day of such month and the Company shall cause any issued but unvested stock options granted to Employee to immediately vest. (b) If during the term of this Agreement, Agreement Employee is prevented from performing his duties by reason of illness or incapacity for a continuous period of 120 days, days the Company may terminate this Agreement upon 30 days’ ' prior notice thereof to Employee or his duly appointed legal representative. For the purposes of this Section 5(b), a period of illness or incapacity shall be deemed “"continuous” " notwithstanding Employee’s 's performance of his duties during such period for continuous periods of less than 15 days in duration. (c) The Company may terminate this Agreement at any time time, upon 10 days' prior notice, for Employee’s 's (1) gross negligence; (2) a material breach of any obligation created by this Agreement; (3) a violation of any policy, procedure or guideline of the Company, or any material injury to the economic or ethical welfare of the Company caused by Employee’s 's malfeasance, misfeasance, misconduct or inattention to Employee’s 's duties and responsibilities, or any other material failure to comply with the Company’s 's reasonable performance expectations, upon notice of the same from the Company and failure to cure such violation, injury or failure within 30 days; or (4) misconduct, including but not limited to, commission of any felony, or of any misdemeanor involving dishonesty or moral turpitude, or violation of any state or federal law in the course of his employment, ; theft or misuse of the Company’s 's property or time. (d) The Company may terminate this Agreement at any time for any or no reason upon 15 30 days’ ' notice to Employee. (e) If this Agreement is terminated by the Company prior to the end of the term pursuant to any provision other than Sections 4, 5(a) or 5(c) (the “Termination Date”), then, provided Employee executes the release described in Section 5(f) below and complies with his obligations under the Confidential Information Agreement and Noncompete Agreement incorporated by reference in Sections 6 and 7 of this Agreement: then (i) the Company shall pay to Employee one year's annual salary, or the amount due Employee through the remainder of the term, whichever is greater, in equal monthly installments, subject to all applicable deductions and withholdings; and (ii) the Company shall cause any issued but unvested options granted to Employee to immediately vest. In the event of (x) reduction of Employee's salary to a rate below the initial annual salary; or (y) consolidation or merger involving the Company in which the Company is not the surviving entity or any transaction in which more than 50% of the Company's voting power is transferred or more than 50% of the Company's assets are sold (the items in subparagraph (y), collectively, a "Change of Control"), Employee may elect to treat such event, by notice of termination within 30 days of its occurrence, as severance a termination pursuant to 5(d); provided, that any accelerated vesting pursuant to (ii) caused by such notice of termination as a result of (y) shall cause no more than 75% of all outstanding and unvested options granted to Employee to vest. (f) If a Change of Control occurs, 75% of all outstanding and unvested options granted to Employee as of such event shall immediately vest, and the remainder of all outstanding and unvested options granted to Employee as of such event shall vest one year from the date of the closing of such event if Employee remains in continuous service with the Company for one year from such closing date; provided, that any termination of Employee pursuant to Paragraph (5)(d) within the first year after a Change of Control occurs shall cause the remaining 25% unvested options outstanding as of the Change of Control to immediately vest. The foregoing acceleration provision shall be supplementary to, and shall not diminish any rights that Employee has under, any other written agreement with the Company, including an amount equal tooption certificate or agreement.

Termination Severance. (a) If Employee dies during the term of this Agreement, i) the Company shall pay his estate the compensation that would otherwise be payable to him for the month in which his death occurs, ; ii) this Agreement shall be considered terminated on the last day of such month month; and iii) the Company shall cause any issued but unvested stock options Initial Options granted to Employee to immediately vest. (b) If during the term of this Agreement, Agreement Employee is prevented from performing his duties by reason of illness or incapacity for a continuous period of 120 days, days the Company may terminate this Agreement upon 30 days’ ' prior notice thereof to Employee or his duly appointed legal representative. For the purposes of this Section 5(b), a period of illness or incapacity shall be deemed “"continuous” " notwithstanding Employee’s 's performance of his duties during such period for continuous periods of less than 15 days in duration. (c) The Company may terminate this Agreement at any time time, upon 10 days' prior notice, for Employee’s 's intentional misconduct (1including willful failure to perform his duties, fraud, criminal misconduct) or for gross negligence; (2) negligence in the performance of his duties, or for a material breach of any obligation created by this Agreement; Agreement (3) a violation of any policy, procedure or guideline of including the Company, or any material injury to the economic or ethical welfare of the Company caused non-compete and confidentiality agreements incorporated by Employee’s malfeasance, misfeasance, misconduct or inattention to Employee’s duties reference in Sections 6 and responsibilities, or any other material failure to comply with the Company’s reasonable performance expectations, upon notice of the same from the Company and failure to cure such violation, injury or failure within 30 days; or (4) misconduct, including but not limited to, commission of any felony, or of any misdemeanor involving dishonesty or moral turpitude, or violation of any state or federal law in the course of his employment, theft or misuse of the Company’s property or time7 below. (d) The Company or Employee may terminate this Agreement at any time for any or no reason upon 15 at least 30 days’ ' notice to Employeethe other. In the event that Employee is removed from his position as Chief Executive Officer of the Company, Employee may elect to treat such event, by notice of termination within 30 days of its occurrence, as a termination by the Company pursuant to 5(d). (e) If this Agreement is terminated by the Company prior pursuant to 5(b) or 5(d), then i) the Company shall pay as severance to Employee one years' current base salary, in equal monthly installments, subject to all applicable deductions and withholdings; and ii) the Company shall, within 60 days from receipt of the audited financial statements for that fiscal year, pay to Employee any Performance Bonus and cause to vest any Performance Options for which Employee would be eligible for that year, pro-rated based on the date of Employee's termination. Any severance payment obligation pursuant to termination under 5(b) shall be offset by any disability insurance payments to Employee under any Company-provided insurance plan. As a condition to receiving any severance payments under this paragraph, Employee shall execute a release reasonably acceptable to the end of the term pursuant to any provision other than Sections 4Company, 5(a) or 5(c) (the “Termination Date”), then, provided Employee executes the release described in Section 5(f) below and complies shall comply with his obligations under the Confidential Information Agreement confidentiality and Noncompete Agreement non-compete agreements with the Company incorporated by reference in Sections 6 and 7 of this Agreement:. (if) In the event of a consolidation or merger involving the Company shall pay in which the Company is not the surviving entity or any transaction in which more than 50% of the Company's voting power is transferred or more than 50% of the Company's assets are sold, or an initial public offering of the Company's stock, the vesting of 75% of the Initial and Performance Options granted hereunder to Employee as shall be accelerated to occur immediately upon such event, and any remaining unvested Initial and Performance Options granted hereunder shall vest simultaneously one year from such event. (g) If Employee gives notice of termination pursuant to 5(d), the Company may, at its option, terminate Employee immediately upon payment to Employee of 30 days salary or salary for the remainder of the notice period, whichever is less, subject to all applicable deductions and withholdings. A termination initiated by Employee pursuant to 5(d) shall cause no acceleration of vesting of Initial or Performance Options, shall cause Employee to forfeit his eligibility for a Performance Bonus or further vesting of Performance Options for that year, and shall create no severance an amount equal toobligation under 5(e).

Termination Severance. (a) If Employee dies during the term of this Agreement, the Company shall pay his estate the compensation that would otherwise be payable to him for the month in which his death occurs, this Agreement shall be considered terminated on the last day of such month and the Company shall cause any issued but unvested stock options granted to Employee to immediately vest. (b) If during the term of this Agreement, Agreement Employee is prevented from performing his duties by reason of illness or incapacity for a continuous period of 120 days, days the Company may terminate this Agreement upon 30 days’ ' prior notice thereof to Employee or his duly appointed legal representative. For the purposes of this Section 5(b), a period of illness or incapacity shall be deemed “"continuous” " notwithstanding Employee’s 's performance of his duties during such period for continuous periods of less than 15 days in duration. (c) The Company may terminate this Agreement at any time time, upon 10 days' prior notice, for Employee’s ('s 1) gross negligence; (2) a material breach of any obligation created by this Agreement; (3) a violation of any policy, procedure or guideline of the Company, or any material injury to the economic or ethical welfare of the Company caused by Employee’s 's malfeasance, misfeasance, misconduct or inattention to Employee’s 's duties and responsibilities, or any other material failure to comply with the Company’s 's reasonable performance expectations, upon notice of the same from the Company and failure to cure such violation, injury or failure within 30 days; or (4) misconduct, including but not limited to, commission of any felony, or of any misdemeanor involving dishonesty or moral turpitude, or violation of any state or federal law in the course of his or her employment, ; theft or misuse of the Company’s 's property or time. (d) The Company may terminate this Agreement at any time for any or no reason upon 15 30 days’ ' notice to Employee. (e) If this Agreement is terminated by the Company prior to the end of the term pursuant to any provision other than Sections 4, 5(a) or 5(c) (the “Termination Date”), then, provided Employee executes the release described in Section 5(f) below and complies with his obligations under the Confidential Information Agreement and Noncompete Agreement incorporated by reference in Sections 6 and 7 of this Agreement: (then i) the Company shall pay to Employee one year's annual salary, or the amount due Employee through the remainder of the term, whichever is greater, in equal monthly installments, subject to all applicable deductions and withholdings; and ii) the Company shall cause any issued but unvested options granted to Employee to immediately vest. In the event of (x) reduction of Employee's salary to a rate below the initial annual salary; or (y) consolidation or merger involving the Company in which the Company is not the surviving entity or any transaction in which more than 50% of the Company's voting power is transferred or more than 50% of the Company's assets are sold, Employee may elect to treat such event, by notice of termination within 30 days of its occurrence, as severance a termination pursuant to 5(d); provided, that any accelerated vesting pursuant to (ii) caused by such notice of termination as a result of (y) shall cause no more than 75% of all outstanding options granted to Employee to vest. (f) If a change in control occurs, as defined in Paragraph (5)(e)(y) above, 75% of all outstanding options granted to Employee as of such event shall immediately vest (to the extent they are not already vested), and the remainder of all outstanding options granted to Employee as of such event shall vest one year from the date of the closing of such event if Employee remains in continuous service with the Company for one year from such closing date. The foregoing acceleration provision shall be supplementary to, and shall not diminish any rights that Employee has under, any other written agreement with the Company, including an amount equal tooption certificate or agreement.

Termination Severance. (a) If Employee dies during the term of this Agreement, the Company shall pay his estate the compensation that would otherwise be payable to him for the month in which his death occurs, this Agreement shall be considered terminated on the last day of such month and the Company shall cause any issued but unvested stock options granted to Employee to immediately vest. (b) If during the term of this Agreement, Agreement Employee is prevented from performing his duties by reason of illness or incapacity for a continuous period of 120 days, days the Company may terminate this Agreement upon 30 days’ ' prior notice thereof to Employee or his duly appointed legal representative. For the purposes of this Section 5(b), a period of illness or incapacity shall be deemed “"continuous” " notwithstanding Employee’s 's performance of his duties during such period for continuous periods of less than 15 days in duration. (c) The Company may terminate this Agreement at any time time, upon 10 days' prior notice, for Employee’s ('s 1) gross negligence; (2) a material breach of any obligation created by this Agreement; (3) a violation of any policy, procedure or guideline of the Company, or any material injury to the economic or ethical welfare of the Company caused by Employee’s 's malfeasance, misfeasance, misconduct or inattention to Employee’s 's duties and responsibilities, or any other material failure to comply with the Company’s 's reasonable performance expectations, upon notice of the same from the Company and failure to cure such violation, injury or failure within 30 days; or (4) misconduct, including but not limited to, commission of any felony, or of any misdemeanor involving dishonesty or moral turpitude, or violation of any state or federal law in the course of his employment, ; theft or misuse of the Company’s 's property or time. (d) The Company may terminate this Agreement at any time for any or no reason upon 15 30 days’ ' notice to Employee. (e) If this Agreement is terminated by the Company prior to the end of the term pursuant to any provision other than Sections 4, 5(a) or 5(c) (the “Termination Date”), then, provided Employee executes the release described in Section 5(f) below and complies with his obligations under the Confidential Information Agreement and Noncompete Agreement incorporated by reference in Sections 6 and 7 of this Agreement: then (i) the Company shall pay to Employee one year's annual salary, or the amount due Employee through the remainder of the term, whichever is greater, in equal monthly installments, subject to all applicable deductions and withholdings; and (ii) the Company shall cause any issued but unvested options granted to Employee to immediately vest. In the event of (x) reduction of Employee's salary to a rate below the initial annual salary; or (y) consolidation or merger involving the Company in which the Company is not the surviving entity or any transaction in which more than 50% of the Company's voting power is transferred or more than 50% of the Company's assets are sold (collectively, a "Change in Control"), Employee may elect to treat such event, by notice of termination within 30 days of its occurrence, as severance a termination pursuant to 5(d); provided, that any accelerated vesting pursuant to subparagraph (ii) caused by such notice of termination as a result of the occurrence of events described in subparagraph (y) shall cause no more than 75% of all outstanding options granted to Employee to vest. (f) If a Change in Control occurs, 75% of all outstanding options granted to Employee as of such event shall immediately vest (to the extent they are not already vested), and the remainder of all outstanding options granted to Employee as of such event shall vest one year from the date of the closing of such event if Employee remains in continuous service with the Company for one year from such closing date; provided, that any termination of Employee pursuant to Paragraph (5)(d) within the first year after a Change in Control occurs shall cause the remaining 25% options outstanding as of the Change in Control to immediately vest. The foregoing acceleration provision shall be supplementary to, and shall not diminish any rights that Employee has under, any other written agreement with the Company, including an amount equal tooption certificate or agreement.