Common use of Termination Without Cause or Resignation for Good Reason During Change in Control Period Clause in Contracts

Termination Without Cause or Resignation for Good Reason During Change in Control Period. In the event Executive’s employment with the Company is terminated by the Company without Cause (and other than as a result of Executive’s death or disability) at any time during the Change in Control Period or Executive resigns for Good Reason at any time during the Change in Control Period, in lieu of (and not additional to) the Severance Benefits described in Section 9.2, and provided that Executive satisfies the Release Requirement in Section 10 below and remains in compliance with the terms of this Agreement, the Company shall instead provide Executive with the following “CIC Severance Benefits”. For the avoidance of doubt: (A) in no event will Executive be entitled to severance benefits under Section 9.2 and this Section 9.3, and (B) if the Company has commenced providing Severance Benefits to Executive under Section 9.2 prior to the date that Executive becomes eligible to receive CIC Severance Benefits under this Section 9.3, the Severance Benefits previously provided to Executive under Section 9.2 of this Agreement shall reduce the CIC Severance Benefits provided under this Section 9.3: (i) CIC Severance Payment. Severance pay in the form of a lump sum payment equal to 24 months of Executive’s final Base Salary for the year in which the termination date occurs, payable within sixty (60) days following the termination date and subject to required payroll deductions and tax withholdings (the “CIC Severance Payment”); provided, however that, if the period for satisfaction of the Release Requirement (as defined below) begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. For such purposes, Executive’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason.

Termination Without Cause or Resignation for Good Reason During Change in Control Period. In the event Executive’s employment with the Company is terminated by the Company without Cause (and other than as a result of Executive’s death or disability) an Involuntary Termination at any time following the Public Company Date and during the time period commencing three (3) months immediately prior to the effective date of a Change in Control Period or Executive resigns for Good Reason at any time during (as defined in the Company’s 2017 Equity Incentive Plan (the “Plan”)) and ending on the date that is twelve (12) months after the effective date of a Change in Control (the “Change in Control Period”), in lieu of (the payments and not additional to) the Severance Benefits benefits described in Section 9.28.2, and provided that Executive satisfies the Release Requirement subject in Section 10 below and remains in all events to Executive’s compliance with the terms of this AgreementSection 8.4 below, the Company Executive shall instead provide Executive with the following “CIC Severance Benefits”. For the avoidance of doubt: (A) in no event will Executive be entitled to the following severance benefits under Section 9.2 and this Section 9.3, and (B) if the Company has commenced providing Severance Benefits to Executive under Section 9.2 prior to the date that Executive becomes eligible to receive CIC Severance Benefits under this Section 9.3, the Severance Benefits previously provided to Executive under Section 9.2 of this Agreement shall reduce the CIC Severance Benefits provided under this Section 9.3benefits: (i) CIC Severance Payment. Severance pay Executive shall receive a severance payment equal to the sum of (x) twelve (12) months’ of Executive’s base salary in effect (ignoring any decrease that forms the form basis for Executive’s resignation for Good Reason, if applicable) on the effective date of Executive’s Involuntary Termination plus (y) an amount equal to Executive’s target bonus in effect at the time of termination, or if none, the last target bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum payment equal to 24 months of Executive’s final Base Salary for the year in which the termination date occurs, payable within sixty no later than ten (6010) days following the termination date and subject to required payroll deductions and tax withholdings later of (A) the “CIC Severance Payment”); provided, however that, if the period for satisfaction effectiveness of the Release Requirement (as defined below) begins or (B) the effective date of the Change in one taxable year Control; (ii) If Executive is eligible for and ends timely elects to continue Executive’s health insurance coverage under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985 or the state equivalent (“COBRA”) following Executive’s termination date, the Company will pay the COBRA group health insurance premiums for Executive and Executive’s eligible dependents until the earliest of (A) the close of the Severance Period, (B) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in another taxable yearconnection with new employment or self-employment. For purposes of this Section, payment references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the U.S. Internal Revenue Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether Executive elects continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay Executive on the last day of each remaining month of the Severance Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, also referred to herein as, the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be made paid in monthly installments on the same schedule that the COBRA premiums would otherwise have been paid and shall be equal to the amount that the Company would have otherwise paid for COBRA premiums, and shall be paid until the beginning earlier of (i) expiration of the second taxable year. For such purposesSeverance Period or (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; (iii) Notwithstanding anything to the contrary set forth in the Plan or any successor equity incentive plan or any award agreement, the vesting of all of Executive’s final Base Salary then-outstanding stock awards, including any Prior Equity Awards, that are subject to time-based vesting shall be fully accelerated such that on the effective date of such termination one hundred percent (100%) of the shares subject to time-based vesting in such stock awards granted to Executive prior to the effective date of such termination shall be fully vested and immediately exercisable by Executive. Treatment of any performance-based vesting equity awards will be calculated prior governed solely by the terms of the agreements under which such awards were granted and will not be eligible to giving effect accelerate vesting pursuant to any reduction in Base Salary that would give rise the foregoing provision; and (iv) If requested by Executive, the Company shall pay for up to three (3) months of job-placement services with a service provider of the Company’s choosing, which must be utilized during the six (6) months immediately following Executive’s right to resign for Good Reasontermination of employment.

Termination Without Cause or Resignation for Good Reason During Change in Control Period. In the event Executive’s employment with the Company is terminated by the Company without Cause (and other than as a result of Executive’s death or disability) at any time during the Change in Control Period or Executive resigns for Good Reason at any time during the Change in Control Period, in lieu of (and not additional to) the Severance Benefits described in Section 9.2, Period and provided that Executive satisfies the Release Requirement in Section 10 below and remains in compliance with the terms of this Agreement9 below, the Company shall instead provide Executive with will receive the following “CIC Severance Benefits”. For the avoidance of doubtfollowing: (A) in no event will Executive be entitled to severance benefits under Section 9.2 and this Section 9.3, and (B) if the Company has commenced providing Severance Benefits to Executive under Section 9.2 prior to the date that Executive becomes eligible to receive CIC Severance Benefits under this Section 9.3, the Severance Benefits previously provided to Executive under Section 9.2 of this Agreement shall reduce the CIC Severance Benefits provided under this Section 9.3: (i) CIC the Severance Payment. Severance pay Payments described in Section 8.2.1, except that the form amount of a lump sum payment equal to 24 months the pro rata portion of Executive’s final Base Salary the Annual Bonus will be determined based on his target annual bonus for the year in which Executive’s Separation from Service occurs and the Severance Payments will be paid in a lump sum on the first regular payroll date following the Release Effective Date; (ii) the COBRA Premiums described in Section 8.2.2, except that the COBRA Premium Period shall be extended from twelve (12) months to eighteen (18) months; (iii) notwithstanding anything to the contrary set forth in option agreements, effective as of Executive’s employment termination date occursdate, the vesting and exercisability of the Option and any other unvested time-based vesting equity awards then held by Executive shall accelerate and become immediately vested and exercisable, if applicable, by Executive upon such termination and shall remain exercisable, if applicable, following Executive’s termination as set forth in the applicable equity award documents; and (iv) a lump sum payment in an amount equal to his target annual bonus for the year of termination, payable within sixty (60) days on the first regular payroll date following the termination date and Release Effective Date (collectively, the “CIC Severance Benefit”), in each case subject to required payroll deductions applicable tax withholding. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot provide the CIC Severance Benefit in compliance with the Compensation Policy, to the extent permitted by applicable law the Company instead shall adjust the COBRA Premiums as provided in Section 8.2.2 (ii) and pay to Executive a fully taxable cash payment with respect to the remaining CIC Severance Benefit equal to fair value of the CIC Severance Benefit (determined without regard to the COBRA Premiums), subject to applicable tax withholdings withholding (the “CIC Severance PaymentSubstitute Benefit”); provided, however thathowever, that the CIC Substitute Benefit shall be reduced, if necessary, so that in no event will the period for satisfaction Compensation Limits be exceeded. With respect to any performance-based vesting equity award, such award shall continue to be governed in all respects by the terms of the Release Requirement (as defined below) begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. For such purposes, Executive’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reasonapplicable equity award documents.

Termination Without Cause or Resignation for Good Reason During Change in Control Period. In the event Executive’s employment with the Company is terminated by the Company without Cause (and other than as a result of Executive’s death or disability) at any time during the Change in Control Period or Executive resigns for Good Reason at any time during the Change in Control Period, in lieu of (and not additional to) the Severance Benefits described in Section 9.210.2, and provided that Executive satisfies the Release Requirement in Section 10 11 below and remains in compliance with the terms of this Agreement, the Company shall instead provide Executive with the following “CIC Severance Benefits”. For the avoidance of doubt: (A) in no event will Executive be entitled to severance benefits under Section 9.2 10.2 and this Section 9.310.3, and (B) if the Company has commenced providing Severance Benefits to Executive under Section 9.2 10.2 prior to the date that Executive becomes eligible to receive CIC Severance Benefits under this Section 9.310.3, the Severance Benefits previously provided to Executive under Section 9.2 10.2 of this Agreement shall reduce the CIC Severance Benefits provided under this Section 9.310.3: (i) 10.3.1 CIC Severance Payment. Severance pay in the form of a lump sum payment equal to 24 months of Executive’s final Base Salary for the year in which the termination date occurs, payable within sixty (60) days following the termination date and subject to required payroll deductions and tax withholdings (the “CIC Severance Payment”); provided, however that, if the period for satisfaction of the Release Requirement (as defined below) begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. For such purposes, Executive’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason. 10.3.2 CIC Health Care Continuation Coverage Payments.

Termination Without Cause or Resignation for Good Reason During Change in Control Period. In the event ExecutiveEmployee’s employment with the Company is terminated by the Company without Cause (and other than as a result of ExecutiveEmployee’s death or disability) at any time during the Change in Control Period or Executive Employee resigns for Good Reason at any time during the Change in Control Period, in lieu of (and not additional to) the Severance Benefits described in Section 9.28.2, and provided that Executive Employee satisfies the Release Requirement in Section 10 9 below and remains in compliance with the terms of this Agreement, the Company shall instead provide Executive Employee with the following “CIC Severance Benefits”. For the avoidance of doubt: (Ai) in no event will Executive Employee be entitled to severance benefits under Section 9.2 8.2 and this Section 9.38.3, and (Bii) if the Company has commenced providing Severance Benefits to Executive Employee under Section 9.2 8.2 prior to the date that Executive Employee becomes eligible to receive CIC Severance Benefits under this Section 9.38.3, the Severance Benefits previously provided to Executive Employee under Section 9.2 8.2 of this Agreement shall reduce the CIC Severance Benefits provided under this Section 9.38.3: (i) 8.3.1 CIC Severance Payment. Severance pay in the form of a lump sum payment in an amount equal to 24 nine (9) months of ExecutiveEmployee’s final Base Salary for the year in which the termination date occursSalary, payable within sixty (60) days following the termination date and subject to required payroll deductions and tax withholdings (the “CIC Severance Payment”)withholdings; provided, however that, if the period for satisfaction of the Release Requirement (as defined below) begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. For such purposes, ExecutiveEmployee’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to ExecutiveEmployee’s right to resign for Good Reason. 8.3.2 CIC Health Care Continuation Coverage Payments.

Termination Without Cause or Resignation for Good Reason During Change in Control Period. In the event Executive’s employment with the Company is terminated by the Company without Cause (and other than as a result of Executive’s death or disability) an Involuntary Termination at any time following the Effective Date and during the time period commencing three (3) months immediately prior to the effective date of a Change in Control Period or Executive resigns for Good Reason at any time during (as defined below) and ending on the date that is twelve (12) months after the effective date of a Change in Control (the “Change in Control Period”), in lieu of (the payments and not additional to) the Severance Benefits benefits described in Section 9.28.2, and provided that Executive satisfies the Release Requirement subject in Section 10 below and remains in all events to Executive’s compliance with the terms of this AgreementSection 8.4 below, the Company Executive shall instead provide Executive with the following “CIC Severance Benefits”. For the avoidance of doubt: (A) in no event will Executive be entitled to the following severance benefits under Section 9.2 and this Section 9.3, and (B) if the Company has commenced providing Severance Benefits to Executive under Section 9.2 prior to the date that Executive becomes eligible to receive CIC Severance Benefits under this Section 9.3, the Severance Benefits previously provided to Executive under Section 9.2 of this Agreement shall reduce the CIC Severance Benefits provided under this Section 9.3benefits: (i) CIC Executive shall receive a severance payment equal to the sum of (x) twelve (12) months’ (the “Change in Control Severance Payment. Severance pay Period”) of Executive’s base salary in effect (ignoring any decrease that forms the form basis for Executive’s resignation for Good Reason, if applicable) on the effective date of Executive’s Involuntary Termination plus (y) an amount equal to Executive’s target bonus in effect at the time of termination (as set forth in Section 2.2 above), or if none, the last target bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum payment equal to 24 months of Executive’s final Base Salary for the year in which the termination date occurs, payable within sixty no later than ten (6010) days following the termination date and subject to required payroll deductions and tax withholdings later of (A) the “CIC Severance Payment”); provided, however that, if the period for satisfaction effectiveness of the Release Requirement (as defined below) begins or (B) the effective date of the Change in one taxable year Control; (ii) If Executive is eligible for and ends timely elects to continue Executive’s health insurance coverage under the Company’s group health plans under COBRA following Executive’s termination date, the Company will pay the COBRA group health insurance premiums for Executive and Executive’s eligible dependents until the earliest of (A) the close of the Change in another taxable yearControl Severance Period, payment (B) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the U.S. Internal Revenue Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether Executive elects continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay Executive on the last day of each remaining month of the Change in Control Severance Period, a fully taxable cash payment equal to the Healthcare Benefit Payment. The Health Care Benefit Payment shall be made paid in monthly installments on the same schedule that the COBRA premiums would otherwise have been paid and shall be equal to the amount that the Company would have otherwise paid for COBRA premiums, and shall be paid until the beginning earlier of (i) expiration of the second taxable year. For such purposesChange in Control Severance Period or (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; and (iii) Notwithstanding anything to the contrary set forth in any equity incentive plan or any award agreement, or successor thereto, the vesting of all of Executive’s final Base Salary then-outstanding stock awards, that are subject to time-based vesting shall be fully accelerated such that on the effective date of such termination one hundred percent (100%) of the shares subject to time-based vesting in such stock awards granted to Executive prior to the effective date of such termination shall be fully vested and immediately exercisable by Executive. Such fully vested awards will be calculated prior exercisable within the later of (i) ninety (90) days from the date of termination or (ii) ninety (90) days from the date of the transaction resulting in the Change in Control. Treatment of any performance-based vesting equity awards will be governed solely by the terms of the agreements under which such awards were granted and will not be eligible to giving effect accelerate vesting pursuant to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reasonthe foregoing provision.

Termination Without Cause or Resignation for Good Reason During Change in Control Period. In the event Executive’s employment with the Company is terminated by the Company without Cause (and other than as a result of Executive’s death or disability) at any time during the Change in Control Period or Executive resigns for Good Reason at any time during the Change in Control Period, in lieu of (and not additional to) the Severance Benefits described in Section 9.2, Period and provided that Executive satisfies the Release Requirement in Section 10 below and remains in compliance with the terms of this Agreement9 below, the Company shall instead provide Executive with will receive the following “CIC Severance Benefits”. For the avoidance of doubtfollowing: (A) in no event will Executive be entitled to severance benefits under Section 9.2 and this Section 9.3, and (B) if the Company has commenced providing Severance Benefits to Executive under Section 9.2 prior to the date that Executive becomes eligible to receive CIC Severance Benefits under this Section 9.3, the Severance Benefits previously provided to Executive under Section 9.2 of this Agreement shall reduce the CIC Severance Benefits provided under this Section 9.3: (i) CIC the Severance Payment. Severance pay Payments described in Section 8.2.1, except that the form amount of a lump sum payment equal to 24 months the pro rata portion of Executive’s final Base Salary the Annual Bonus will be determined based on his target annual bonus for the year in which Executive’s Separation from Service occurs and the Severance Payments will be paid in a lump sum on the first regular payroll date following the Release Effective Date; (ii) the COBRA Premiums described in Section 8.2.2, except that the COBRA Premium Period shall be extended from nine (9) months to twelve (12) months; (iii) notwithstanding anything to the contrary set forth in option agreements, effective as of Executive’s employment termination date occursdate, the vesting and exercisability of the Option and any other unvested time-based vesting equity awards then held by Executive shall accelerate and become immediately vested and exercisable, if applicable, by Executive upon such termination and shall remain exercisable, if applicable, following Executive’s termination as set forth in the applicable equity award documents; and (iv) a lump sum payment in an amount equal to his target annual bonus for the year of termination, payable within sixty (60) days on the first regular payroll date following the termination date and Release Effective Date (collectively, the “CIC Severance Benefit”), in each case subject to required payroll deductions applicable tax withholding. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot provide the CIC Severance Benefit in compliance with the Compensation Policy, to the extent permitted by applicable law the Company instead shall adjust the COBRA Premiums as provided in Section 8.2.2(ii) and pay to Executive a fully taxable cash payment with respect to the remaining CIC Severance Benefit equal to fair value of the CIC Severance Benefit (determined without regard to the COBRA Premiums), subject to applicable tax withholdings withholding (the “CIC Severance PaymentSubstitute Benefit”); provided, however thathowever, that the CIC Substitute Benefit shall be reduced, if necessary, so that in no event will the period for satisfaction Compensation Limits be exceeded. With respect to any performance-based vesting equity award, such award shall continue to be governed in all respects by the terms of the Release Requirement (as defined below) begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. For such purposes, Executive’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reasonapplicable equity award documents.

Termination Without Cause or Resignation for Good Reason During Change in Control Period. In the event ExecutiveEmployee’s employment with the Company is terminated by the Company without Cause (and other than as a result of ExecutiveEmployee’s death or disability) at any time during the Change in Control Period Period, or Executive Employee resigns for Good Reason at any time during the Change in Control Period, in lieu of (and not additional to) the Severance Benefits described in Section 9.28.1, and provided that Executive Employee satisfies the Release Requirement in Section 10 9 below and remains in compliance with the terms of this Agreement and the Proprietary Agreement, the Company shall instead provide Executive Employee with the following “CIC Severance Benefits”. For the avoidance of doubt: (Ai) in no event will Executive Employee be entitled to severance benefits under Section 9.2 8.1 and this Section 9.38.2, and (Bii) if the Company has commenced providing Severance Benefits to Executive Employee under Section 9.2 8.1 prior to the date that Executive Employee becomes eligible to receive CIC Severance Benefits under this Section 9.38.2, the Severance Benefits previously provided to Executive Employee under Section 9.2 8.1 of this Agreement shall reduce the CIC Severance Benefits provided under this Section 9.38.2: (i) 8.2.1 CIC Severance Payment. Severance pay in the form of a lump sum payment in an amount equal to 24 (i) [##] ([##]) months of ExecutiveEmployee’s final Base Salary for the year in which the termination date occursSalary, payable within sixty (60) days following the termination Separation from Service date and subject to required and voluntarily authorized payroll deductions and federal and state tax withholdings withholdings; provided, however, in the event the Change in Control is not a “change in control event” under Section 409A of the Internal Revenue Code of 1986, as amended (the “CIC Severance PaymentCode”); provided, however that, if ) [or the period for satisfaction Separation from Service occurs more than two years following the Change in Control] and the severance payable under this Section 8.2.1 is considered nonqualified deferred compensation within the meaning of Section 409A of the Release Requirement (as defined below) begins Code, then the severance payable under this Section 8.2.1 shall be paid in one taxable year and ends installments in another taxable year, payment shall not be made until accordance with Section 8.1.1. to the beginning extent required to comply with Section 409A of the second taxable yearCode. For such purposes, ExecutiveEmployee’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to ExecutiveEmployee’s right to resign for Good Reason 8.2.2 CIC Health Care Continuation Coverage Payments.

Termination Without Cause or Resignation for Good Reason During Change in Control Period. In the event Executive’s employment with the Company is terminated by the Company without Cause (and other than as a result of Executive’s death or disability) at any time during the Change in Control Period or Executive resigns for Good Reason at any time during the Change in Control Period, in lieu of (and not additional to) the Severance Benefits described in Section 9.2, Period and provided that Executive satisfies the Release Requirement in Section 10 below and remains in compliance with the terms of this Agreement9 below, the Company shall instead provide Executive with will receive the following “CIC Severance Benefits”. For the avoidance of doubtfollowing: (A) in no event will Executive be entitled to severance benefits under Section 9.2 and this Section 9.3, and (B) if the Company has commenced providing Severance Benefits to Executive under Section 9.2 prior to the date that Executive becomes eligible to receive CIC Severance Benefits under this Section 9.3, the Severance Benefits previously provided to Executive under Section 9.2 of this Agreement shall reduce the CIC Severance Benefits provided under this Section 9.3: (i) CIC the Severance Payment. Severance pay Payments described in Section 8.2.1, except that the form amount of a lump sum payment equal to 24 months the pro rata portion of Executive’s final Base Salary the Annual Bonus will be determined based on his target annual bonus for the year in which Executive’s Separation from Service occurs and the Severance Payments will be paid in a lump sum on the first regular payroll date following the Release Effective Date; (ii) the COBRA Premiums described in Section 8.2.2, except that the COBRA Premium Period shall be extended from twelve (12) months to eighteen (18) months; (iii) notwithstanding anything to the contrary set forth in option agreements, effective as of Executive’s employment termination date occursdate, the vesting and exercisability of the Option and any other unvested time-based vesting equity awards then held by Executive shall accelerate and become immediately vested and exercisable, if applicable, by Executive upon such termination and shall remain exercisable, if applicable, following Executive’s termination as set forth in the applicable equity award documents; and (iv) a lump sum payment in an amount equal to his target annual bonus for the year of termination, payable within sixty (60) days on the first regular payroll date following the termination date and Release Effective Date (collectively, the “CIC Severance Benefit”), in each case subject to required payroll deductions applicable tax withholding. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot provide the CIC Severance Benefit in compliance with the Compensation Policy, to the extent permitted by applicable law the Company instead shall adjust the COBRA Premiums as provided in Section 8.2.2(ii) and pay to Executive a fully taxable cash payment with respect to the remaining CIC Severance Benefit equal to fair value of the CIC Severance Benefit (determined without regard to the COBRA Premiums), subject to applicable tax withholdings withholding (the “CIC Severance PaymentSubstitute Benefit”); provided, however thathowever, that the CIC Substitute Benefit shall be reduced, if necessary, so that in no event will the period for satisfaction Compensation Limits be exceeded. With respect to any performance-based vesting equity award, such award shall continue to be governed in all respects by the terms of the Release Requirement (as defined below) begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. For such purposes, Executive’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reasonapplicable equity award documents.

Termination Without Cause or Resignation for Good Reason During Change in Control Period. In the event Executive’s employment with the Company is terminated by the Company without Cause (and other than as a result of Executive’s death or disability) an Involuntary Termination at any time following the Public Company Date and during the time period commencing three (3) months immediately prior to the effective date of a Change in Control Period or Executive resigns for Good Reason at any time during (as defined in the Company’s 2017 Equity Incentive Plan (the “Plan”)) and ending on the date that is twelve (12) months after the effective date of a Change in Control (the “Change in Control Period”), in lieu of (the payments and not additional to) the Severance Benefits benefits described in Section 9.28.2, and provided that Executive satisfies the Release Requirement subject in Section 10 below and remains in all events to Executive’s compliance with the terms of this AgreementSection 8.4 below, the Company Executive shall instead provide Executive with the following “CIC Severance Benefits”. For the avoidance of doubt: (A) in no event will Executive be entitled to the following severance benefits under Section 9.2 and this Section 9.3, and (B) if the Company has commenced providing Severance Benefits to Executive under Section 9.2 prior to the date that Executive becomes eligible to receive CIC Severance Benefits under this Section 9.3, the Severance Benefits previously provided to Executive under Section 9.2 of this Agreement shall reduce the CIC Severance Benefits provided under this Section 9.3benefits: (i) CIC Severance Payment. Severance pay Executive shall receive a severance payment equal to the sum of (x) eighteen (18) months’ of Executive’s base salary in effect (ignoring any decrease that forms the form basis for Executive’s resignation for Good Reason, if applicable) on the effective date of Executive’s Involuntary Termination plus (y) an amount equal to Executive’s target bonus in effect at the time of termination, or if none, the last target bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum payment equal to 24 months of Executive’s final Base Salary for the year in which the termination date occurs, payable within sixty no later than ten (6010) days following the termination date and subject to required payroll deductions and tax withholdings later of (A) the “CIC Severance Payment”); provided, however that, if the period for satisfaction effectiveness of the Release Requirement (as defined below) begins or (B) the effective date of the Change in one taxable year Control; (ii) If Executive is eligible for and ends timely elects to continue Executive’s health insurance coverage under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985 or the state equivalent (“COBRA”) following Executive’s termination date, the Company will pay the COBRA group health insurance premiums for Executive and Executive’s eligible dependents until the earliest of (A) the end of the eighteenth (18th) month following the effective date of the Executive’s Involuntary Termination (the “Extended Severance Period”), (B) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in another taxable yearconnection with new employment or self-employment. For purposes of this Section, payment references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the U.S. Internal Revenue Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether Executive elects continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay Executive on the last day of each remaining month of the Extended Severance Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, also referred to herein as, the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be made paid in monthly installments on the same schedule that the COBRA premiums would otherwise have been paid and shall be equal to the amount that the Company would have otherwise paid for COBRA premiums, and shall be paid until the beginning earlier of (i) expiration of the second taxable year. For such purposesExtended Severance Period or (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; (iii) Notwithstanding anything to the contrary set forth in the Plan or any successor equity incentive plan or any award agreement, the vesting of all of Executive’s final Base Salary then-outstanding stock awards, including any Prior Equity Awards, that are subject to time-based vesting shall be fully accelerated such that on the effective date of such termination one hundred percent (100%) of the shares subject to time-based vesting in such stock awards granted to Executive prior to the effective date of such termination shall be fully vested and immediately exercisable by Executive. Treatment of any performance-based vesting equity awards will be calculated prior governed solely by the terms of the agreements under which such awards were granted and will not be eligible to giving effect accelerate vesting pursuant to any reduction in Base Salary that would give rise the foregoing provision; and (iv) If requested by Executive, the Company shall pay for up to three (3) months of job-placement services with a service provider of the Company’s choosing, which must be utilized during the six (6) months immediately following Executive’s right to resign for Good Reason.termination of employment,

Termination Without Cause or Resignation for Good Reason During Change in Control Period. In the event Executive’s employment with the Company is terminated by the Company without Cause (and other than as a result of Executive’s death or disability) an Involuntary Termination at any time following the Public Company Date and during the time period commencing three (3) months immediately prior to the effective date of a Change in Control Period or Executive resigns for Good Reason at any time during (as defined in the Company’s 2017 Equity Incentive Plan (the “Plan”)) and ending on the date that is twelve (12) months after the effective date of a Change in Control (the “Change in Control Period”), in lieu of (the payments and not additional to) the Severance Benefits benefits described in Section 9.28.2, and provided that Executive satisfies the Release Requirement subject in Section 10 below and remains in all events to Executive’s compliance with the terms of this AgreementSection 8.4 below, the Company Executive shall instead provide Executive with the following “CIC Severance Benefits”. For the avoidance of doubt: (A) in no event will Executive be entitled to the following severance benefits under Section 9.2 and this Section 9.3, and (B) if the Company has commenced providing Severance Benefits to Executive under Section 9.2 prior to the date that Executive becomes eligible to receive CIC Severance Benefits under this Section 9.3, the Severance Benefits previously provided to Executive under Section 9.2 of this Agreement shall reduce the CIC Severance Benefits provided under this Section 9.3benefits: (i) CIC Severance Payment. Severance pay Executive shall receive a severance payment equal to the sum of (x) twelve (12) months’ of Executive’s base salary in effect (ignoring any decrease that forms the form basis for Executive’s resignation for Good Reason, if applicable) on the effective date of Executive’s Involuntary Termination plus (y) an amount equal to Executive’s target bonus in effect at the time of termination, or if none, the last target bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum payment equal to 24 months of Executive’s final Base Salary for the year in which the termination date occurs, payable within sixty no later than ten (6010) days following the termination date and subject to required payroll deductions and tax withholdings later of (A) the “CIC Severance Payment”); provided, however that, if the period for satisfaction effectiveness of the Release Requirement (as defined below) begins or (B) the effective date of the Change in one taxable year Control; (ii) If Executive is eligible for and ends timely elects to continue Executive’s health insurance coverage under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985 or the state equivalent (“COBRA”) following Executive’s termination date, the Company will pay the COBRA group health insurance premiums for Executive and Executive’s eligible dependents until the earliest of (A) the end of the twelfth (12th) month following the effective date of the Executive’s Involuntary Termination (the “Extended Severance Period”), (B) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in another taxable yearconnection with new employment or self-employment. For purposes of this Section, payment references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the U.S. Internal Revenue Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether Executive elects continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay Executive on the last day of each remaining month of the Extended Severance Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, also referred to herein as, the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be made paid in monthly installments on the same schedule that the COBRA premiums would otherwise have been paid and shall be equal to the amount that the Company would have otherwise paid for COBRA premiums, and shall be paid until the beginning earlier of (i) expiration of the second taxable year. For such purposesExtended Severance Period or (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; (iii) Notwithstanding anything to the contrary set forth in the Plan or any successor equity incentive plan or any award agreement, the vesting of all of Executive’s final Base Salary then-outstanding stock awards, including any Prior Equity Awards, that are subject to time-based vesting shall be fully accelerated such that on the effective date of such termination one hundred percent (100%) of the shares subject to time-based vesting in such stock awards granted to Executive prior to the effective date of such termination shall be fully vested and immediately exercisable by Executive. Treatment of any performance-based vesting equity awards will be calculated prior governed solely by the terms of the agreements under which such awards were granted and will not be eligible to giving effect accelerate vesting pursuant to any reduction in Base Salary that would give rise the foregoing provision; and (iv) If requested by Executive, the Company shall pay for up to three (3) months of job-placement services with a service provider of the Company’s choosing, which must be utilized during the six (6) months immediately following Executive’s right to resign for Good Reasontermination of employment.

Termination Without Cause or Resignation for Good Reason During Change in Control Period. In the event Executive’s employment with the Company is terminated by the Company without Cause (and other than as a result of Executive’s death or disability) an Involuntary Termination at any time following the Effective Date and during the time period commencing three (3) months immediately prior to the effective date of a Change in Control Period or Executive resigns for Good Reason at any time during (as defined below) and ending on the date that is twelve (12) months after the effective date of a Change in Control (the “Change in Control Period”), in lieu of (the payments and not additional to) the Severance Benefits benefits described in Section 9.28.2, and provided that Executive satisfies the Release Requirement subject in Section 10 below and remains in all events to Executive’s compliance with the terms of this AgreementSection 8.4 below, the Company Executive shall instead provide Executive with the following “CIC Severance Benefits”. For the avoidance of doubt: (A) in no event will Executive be entitled to the following severance benefits under Section 9.2 and this Section 9.3, and (B) if the Company has commenced providing Severance Benefits to Executive under Section 9.2 prior to the date that Executive becomes eligible to receive CIC Severance Benefits under this Section 9.3, the Severance Benefits previously provided to Executive under Section 9.2 of this Agreement shall reduce the CIC Severance Benefits provided under this Section 9.3benefits: (i) CIC Executive shall receive a severance payment equal to the sum of (x) eighteen (18) months’ (the “Change in Control Severance Payment. Severance pay Period”) of Executive’s base salary in effect (ignoring any decrease that forms the form basis for Executive’s resignation for Good Reason, if applicable) on the effective date of Executive’s Involuntary Termination plus (y) an amount equal to Executive’s target bonus in effect at the time of termination (as set forth in Section 2.2 above), or if none, the last target bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum payment equal to 24 months of Executive’s final Base Salary for the year in which the termination date occurs, payable within sixty no later than ten (6010) days following the termination date and subject to required payroll deductions and tax withholdings later of (A) the “CIC Severance Payment”); provided, however that, if the period for satisfaction effectiveness of the Release Requirement (as defined below) begins or (B) the effective date of the Change in one taxable year Control; (ii) If Executive is eligible for and ends timely elects to continue Executive’s health insurance coverage under the Company’s group health plans under COBRA following Executive’s termination date, the Company will pay the COBRA group health insurance premiums for Executive and Executive’s eligible dependents until the earliest of (A) the close of the Change in another taxable yearControl Severance Period, payment (B) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the U.S. Internal Revenue Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether Executive elects continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay Executive on the last day of each remaining month of the Change in Control Severance Period, a fully taxable cash payment equal to the Healthcare Benefit Payment. The Health Care Benefit Payment shall be made paid in monthly installments on the same schedule that the COBRA premiums would otherwise have been paid and shall be equal to the amount that the Company would have otherwise paid for COBRA premiums, and shall be paid until the beginning earlier of (i) expiration of the second taxable year. For such purposesChange in Control Severance Period or (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; and (iii) Notwithstanding anything to the contrary set forth in any equity incentive plan or any award agreement, or successor thereto, the vesting of all of Executive’s final Base Salary then-outstanding stock awards, that are subject to time-based vesting shall be fully accelerated such that on the effective date of such termination one hundred percent (100%) of the shares subject to time-based vesting in such stock awards granted to Executive prior to the effective date of such termination shall be fully vested and immediately exercisable by Executive. Such fully vested awards will be calculated prior exercisable within the later of (i) ninety (90) days from the date of termination or (ii) ninety (90) days from the date of the transaction resulting in the Change in Control. Treatment of any performance-based vesting equity awards will be governed solely by the terms of the agreements under which such awards were granted and will not be eligible to giving effect accelerate vesting pursuant to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reasonthe foregoing provision.