Common use of Termination Without Cause by the Company/Severance Clause in Contracts

Termination Without Cause by the Company/Severance. The Company may terminate Executive’s employment under this Agreement without Cause at any time on thirty (30) days’ advance written notice to Executive. In the event of such termination, Executive will receive Executive’s Base Salary then in effect, prorated to the date of termination, and Accrued Benefits. In addition, Executive will receive a “Severance Package” that shall include (a) a “Severance Payment” equivalent to six (6) months of Executive’s Base Salary then in effect on the date of termination, payable in accordance with the Company’s regular payroll cycle beginning on the second regular payday occurring following the date the Release (as defined below) becomes effective and non-revocable in accordance with its terms, provided, however, that if any portion of the Severance Payment constitutes deferred compensation subject to Section 409A (as defined below), and the sixty (60) day period for executing the Release described below, would span two (2) calendar years, then, subject further to Section 7.7(a), such portion of the Severance Payment shall commence on the first regularly scheduled payroll date occurring on or after sixty (60) days following the termination date; and (b) payment by the Company of the premiums required to continue Executive’s group health care coverage for a period of six (6) months following Executive’s termination, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Executive elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for health coverage through another employer during this period. Notwithstanding the foregoing, if the Company determines, in its reasonable discretion, that the payment of the premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying the premiums, the Company, in its sole discretion, may elect to instead pay Executive on the first day of each month during the Benefits Period, a fully taxable cash payment equal to the premiums for that month, grossed-up to cover all applicable withholdings, so that the net benefit to Executive equals the monthly premiums (such amount, the “Special Separation Payment”), for the remainder of the Premium Payment Period. Executive may, but is not obligated to, use such Special Separation Payment toward the cost of COBRA premiums. Executive will only receive the Severance Package if Executive: (i) complies with all surviving provisions of this Agreement as specified in subsection 13.8 below; (ii) executes a full general release in the form substantially similar to that attached as Exhibit A, releasing all claims, known or unknown, that Executive may have against the Company arising out of or any way related to Executive’s employment or termination of employment with the Company, and such release has become effective in accordance with its terms prior to the sixtieth (60th) day following the termination date; and (iii) agrees as part of the release agreement not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduct of the Company ((i) – (iii) shall be collectively referred to as “Severance Obligations”). All other Company obligations to Executive will be automatically terminated and completely extinguished.

Termination Without Cause by the Company/Severance. The Company may terminate Executive’s employment under this Agreement without Cause at any time on upon thirty (30) days’ advance written notice to Executivenotice. In the event of such termination, Executive will receive Executive’s Base Salary then in effect, prorated to the date of termination, and Accrued Benefits. Further, Executive shall be entitled to any amounts owing to the Executive for reimbursement of expenses properly incurred by Executive prior to the date of termination which are reimbursable in accordance with Section 4.4 or Section 6 of this Agreement. In addition, Executive will receive a “Severance Package” that shall include (a) a “Severance Payment” equivalent to six twelve (612) months of Executive’s Base Salary then in effect on the date of termination, payable in accordance with the Company’s regular payroll cycle beginning on the second regular payday occurring following the date the Release (as defined below) becomes effective and non-revocable in accordance with its terms, provided, however, that if any portion of the Severance Payment constitutes deferred compensation subject to Section 409A (as defined below), and the sixty (60) day period for executing the Release described below, would span two (2) calendar years, then, subject further to Section 7.7(a7.6(a), such portion of the Severance Payment shall commence on the first regularly scheduled payroll date occurring on or after sixty (60) days following the termination date; and (b) payment by the Company of the premiums required to continue Executive’s group health care coverage for a period of six twelve (612) months following Executive’s terminationtermination (the “Benefits Period”), under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Executive elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for health coverage through another employer during this period. Notwithstanding the foregoing, if the Company determines, in its reasonable discretion, that the payment of the group health care coverage premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying the such premiums, the Company, in its sole discretion, may elect to instead pay Executive on the first day of each month during the Benefits Period, a fully taxable cash payment equal to the premiums for that month, grossed-up to cover all applicable withholdings, so that the net benefit to Executive equals the monthly premiums (such amount, the “Special Separation Payment”), for the remainder of the Premium Payment Benefits Period. Executive may, but is not obligated to, use such Special Separation Payment toward the cost of COBRA premiums. Executive will only receive the Severance Package if Executive: (i) complies with all surviving provisions of this Agreement as specified in subsection Section 13.8 below; (ii) executes a full general release in the form substantially similar to that attached as Exhibit A, releasing all claims, known or unknown, that Executive may have against the Company arising out of or any way related to Executive’s employment or termination of employment with the Company, and such release has become effective in accordance with its terms prior to the sixtieth (60th) day following the termination date; (iii) resigns from all positions with the Company as an officer and director of the Company and any of its subsidiaries and affiliates; and (iiiiv) agrees as part of the release agreement to not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduct of the Company ((i) – — (iiiiv) shall be collectively referred to as “Severance Obligations”). All other Company obligations to Executive will be automatically terminated and completely extinguished.

Termination Without Cause by the Company/Severance. The Company may terminate Executive’s employment under this Agreement without Cause at any time on thirty (30) days’ advance written notice to Executive. In the event of such termination, Executive will receive Executive’s Base Salary then in effect, prorated to the date of termination, and Accrued Benefits. In addition, Executive will receive a “Severance Package” that shall include (a) a “Severance Payment” equivalent to six twelve (612) months of Executive’s Base Salary then in effect on the date of termination, payable in accordance with the Company’s regular payroll cycle beginning on the second regular payday occurring following the date the Release (as defined below) becomes effective and non-revocable in accordance with its terms, provided, however, that if any portion of the Severance Payment constitutes deferred compensation subject to Section 409A (as defined below), and the sixty (60) day period for executing the Release described below, would span two (2) calendar years, then, subject further to Section 7.7(a), such portion of the Severance Payment shall commence on the first regularly scheduled payroll date occurring on or after sixty (60) days following the termination date; and (b) payment by the Company of the premiums required to continue Executive’s group health care coverage for a period of six twelve (612) months following Executive’s termination, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Executive elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for health coverage through another employer during this period; and (c) nine (9) months of additional vesting of any of Executive’s outstanding equity awards under the Plan, including any unvested shares subject to repurchase by the Company following exercise by Executive, and (ii) Executive will have a period of nine (9) months after the date of such termination or resignation to exercise any vested portion of any stock option under the Plan, but in no event shall such period be longer than the maximum term of any such stock option. Notwithstanding the foregoing, if the Company determines, in its reasonable discretion, that the payment of the premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying the premiums, the Company, in its sole discretion, may elect to instead pay Executive on the first day of each month during the Benefits Period, a fully taxable cash payment equal to the premiums for that month, grossed-up to cover all applicable withholdings, so that the net benefit to Executive equals the monthly premiums (such amount, the “Special Separation Payment”), for the remainder of the Premium Payment Period. Executive may, but is not obligated to, use such Special Separation Payment toward the cost of COBRA premiums. Executive will only receive the Severance Package if Executive; : (i) complies with all surviving provisions of this Agreement as specified in subsection 13.8 below; (ii) executes a full general release in the form substantially similar to that attached as Exhibit A, releasing all claims, known or unknown, that Executive may have against the Company arising out of or any way related to Executive’s employment or termination of employment with the Company, and such release has become effective in accordance with its terms prior to the sixtieth (60th) day following the termination date; and (iii) agrees as part of the release agreement to not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduct of the Company ((i) – (iii) shall be collectively referred to as “Severance Obligations”). Notwithstanding the provisions set forth in Section 7.2(c) above, to the extent an equity award confers greater rights to Executive, the terms of that award shall govern, in addition, provided, however, that if such awards are based on performance based restricted stock, restricted stock unit, cash-based, or similar awards granted that are intended to qualify as “performance based compensation” under Section 162(m) of the Code, then the foregoing acceleration of vesting set forth in Section 7.2(c) shall not apply and the award shall be governed only by the terms of the applicable award agreement. In addition, and subject to the limitations of Section 162(m) of the Code set forth above, to the extent that the determination of the number of shares subject to an equity award potentially vesting is based on performance metrics, then the number of shares subject to accelerated vesting shall be determined based on the formulae in such award to the extent ascertainable and, if not ascertainable, shall be the “target” number of shares subject to such an equity award. All other Company obligations to Executive will be automatically terminated and completely extinguished.

Termination Without Cause by the Company/Severance. The Company may terminate Executive’s employment under this Agreement without Cause at any time on thirty (30) days’ advance upon providing written notice to Executive. In the event of such termination, Executive will receive Executive’s Base Salary then in effect, prorated to the date of termination, and Accrued Benefits. Further, Executive shall be entitled to any amounts owing to the Executive for reimbursement of expenses properly incurred by Executive prior to the date of termination which are reimbursable in accordance with Section 6 of this Agreement. In addition, Executive will receive a “Severance Package” that shall include (a) a “Severance Payment” equivalent to six three (63) months of Executive’s Base Salary then in effect on the date of termination, payable in accordance with the Company’s regular payroll cycle beginning on the second regular payday occurring following the date the Release release (as defined contemplated below) becomes effective and non-revocable in accordance with its terms, provided, however, that if any portion of the Severance Payment constitutes deferred compensation subject to Section 409A (as defined below), and the sixty (60) day period for executing the Release described below, would span two (2) calendar years, then, subject further to Section 7.7(a7.6(a), such portion of the Severance Payment shall commence on the first regularly scheduled payroll date occurring on or after sixty (60) days following the termination date; and (b) payment by the Company of the premiums required to continue Executive’s group health care coverage for a period of six (6) months following Executive’s termination, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Executive elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for health coverage through another employer during this period. Notwithstanding the foregoing, if the Company determines, in its reasonable discretion, that the payment of the premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying the premiums, the Company, in its sole discretion, may elect to instead pay Executive on the first day of each month during the Benefits Period, a fully taxable cash payment equal to the premiums for that month, grossed-up to cover all applicable withholdings, so that the net benefit to Executive equals the monthly premiums (such amount, the “Special Separation Payment”), for the remainder of the Premium Payment Period. Executive may, but is not obligated to, use such Special Separation Payment toward the cost of COBRA premiums. Executive will only receive the Severance Package if Executive: (i) complies with all surviving provisions of this Agreement as specified in subsection Section 13.8 below; (ii) executes a full general release in the form substantially similar to that attached as Exhibit A, releasing all claims, known or unknown, that Executive may have against the Company arising out of or any way related to Executive’s employment or termination of employment with the Company, and such release has become effective in accordance with its terms prior to the sixtieth (60th) day following the termination date; (iii) resigns from all positions with the Company as an officer and director of the Company and any of its subsidiaries and affiliates; and (iiiiv) agrees as part of the release agreement to not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduct of the Company ((i) – (iiiiv) shall be collectively referred to as “Severance Obligations”). All other Company obligations to Executive will be automatically terminated and completely extinguished.

Termination Without Cause by the Company/Severance. The Company may terminate Executive’s employment under this Agreement without Cause at any time on thirty (30) days’ advance upon providing written notice to Executive. In the event of such termination, Executive will receive Executive’s Base Salary then in effect, prorated to the date of termination, and Accrued Benefits. Further, Executive shall be entitled to any amounts owing to the Executive for reimbursement of expenses properly incurred by Executive prior to the date of termination which are reimbursable in accordance with Section 6 of this Agreement. In addition, Executive will receive a “Severance Package” that shall include (a) a “Severance Payment” equivalent to six (6) months of Executive’s Base Salary then in effect on the date of terminationtermination (which amount shall be increased to nine (9) months of Executive’s Base Salary beginning on the one-year anniversary of the commencement of Executive’s employment), payable in accordance with the Company’s regular payroll cycle beginning on the second regular payday occurring following the date the Release release (as defined contemplated below) becomes effective and non-revocable in accordance with its terms, and (b) the amount equal to the premiums necessary to continue Executive’s health insurance coverage in effect for Executive and Executive’s covered dependents under the Consolidated Omnibus Reconciliation Act of 1985, for a period of six (6) months (which amount shall be increased to nine (9) months on the one-year anniversary of the commencement of Executive’s employment), provided, however, that if any portion of the Severance Payment constitutes deferred compensation subject to Section 409A (as defined below), and the sixty (60) day period for executing the Release described below, would span two (2) calendar years, then, subject further to Section 7.7(a7.6(a), such portion of the Severance Payment shall commence on the first regularly scheduled payroll date occurring on or after sixty (60) days following the termination date; and (b) payment by the Company of the premiums required to continue Executive’s group health care coverage for a period of six (6) months following Executive’s termination, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Executive elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for health coverage through another employer during this period. Notwithstanding the foregoing, if the Company determines, in its reasonable discretion, that the payment of the premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying the premiums, the Company, in its sole discretion, may elect to instead pay Executive on the first day of each month during the Benefits Period, a fully taxable cash payment equal to the premiums for that month, grossed-up to cover all applicable withholdings, so that the net benefit to Executive equals the monthly premiums (such amount, the “Special Separation Payment”), for the remainder of the Premium Payment Period. Executive may, but is not obligated to, use such Special Separation Payment toward the cost of COBRA premiums. Executive will only receive the Severance Package if Executive: (i) complies with all surviving provisions of this Agreement as specified in subsection Section 13.8 below; (ii) executes a full general release in the form substantially similar to that attached as Exhibit A, releasing all claims, known or unknown, that Executive may have against the Company arising out of or any way related to Executive’s employment or termination of employment with the Company, and such release has become effective in accordance with its terms prior to the sixtieth (60th) day following the termination date; (iii) resigns from all positions with the Company as an officer and director of the Company and any of its subsidiaries and affiliates; and (iiiiv) agrees as part of the release agreement to not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduct of the Company ((i) – (iiiiv) shall be collectively referred to as “Severance Obligations”). All other Company obligations to Executive will be automatically terminated and completely extinguished.