Common use of Termination without Cause or Resignation for Good Reason in Connection with a Change in Control Clause in Contracts

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If, within the three (3) months immediately preceding or twelve (12) months immediately following the effective date of a Change in Control, Executive’s employment terminates due to an involuntary termination (not including death or Complete Disability) without Cause or a Resignation for Good Reason, Company shall pay Executive: (1) all unpaid Base Salary, earned through the date of termination, less required deductions and withholdings; (2) Bonus pursuant to Section 5(b) above for any year that has been completed through the date of termination, that has not yet been paid to Executive, less required deductions and withholdings; and (3) any unreimbursed expenses incurred in accordance with Company policy. In addition, upon Executive’s furnishing to the Company the Release and Waiver within the time frame set forth therein, but in no event later than forty-five (45) days following Executive’s termination date, Executive shall be entitled to: (1) a single lump-sum payment in an amount equal to six (6) months of Executive’s then-current Base Salary, subject to standard payroll deductions and withholdings, payable within ten (10) business days of the date the Release and Waiver becomes effective; (2) provided that Executive timely elect such coverage, the continuation of Executive’s group health continuation coverage under COBRA at the Company’s expense for a period of six (6) months following the termination date; provided, however, that in the event Executive becomes eligible for comparable group insurance coverage in connection with new employment, such COBRA premium payments by the Company shall terminate immediately; (3) pro-rated amount of Executive’s bonus, including any variable compensation plan amounts, earned through the termination date plus six (6) months all at 100% of plan, and (4) the vesting of the shares subject to each of Executive’s Equity Awards and Stock Options shall be accelerated such that one hundred percent (100%) of said shares shall be deemed fully-vested and, if applicable, immediately exercisable effective as of the date of such termination. The right to exercise Stock Options shall accelerate automatically and vest in full, effective as of immediately prior to the consummation of a Change in Control. For avoidance of doubt, a Release and Waiver shall not be deemed to be effective for purpose of this Section unless and until the period for revocation, as provided by applicable law, shall have expired. In the event Executive is eligible for Severance Benefits under this Section 12(c), Executive is not eligible for any Severance Benefits under Section 12(b) or 12(f) herein.

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. IfSubject to the provisions set forth in this Agreement, in the case of a termination of Executive’s employment hereunder Without Cause in accordance with Section 1.5.4 above or the resignation of Executive’s employment hereunder for Good Reason in accordance with Section 1.5.5 above, in each case, 60 days prior to or within the three (3) 12 months immediately preceding or twelve (12) months immediately following the effective date of after a Change in Control, Executive’s employment terminates due to an involuntary termination the Company shall provide the following severance package (not including death or Complete Disability“CIC Severance Package”): (i) without Cause or a Resignation for Good Reason, Company shall pay Executive an amount equivalent to six months of Executive: ’s then Base Salary plus 50% percent of Executive’s Bonus Base, subject to the tax withholding specified in Sections 1.4.1 and 1.4.2 above, payable as set forth herein (1“CIC Severance Payment”); (ii) all unpaid Base Salaryto the extent Executive participates in any medical, earned through prescription drug, dental, vision and any other “group health plan” of the date Company immediately prior to the Termination Date, the Company shall pay to Executive in a lump sum a fully taxable cash payment in an amount equal to 6 times the monthly premium cost to Executive of terminationcontinued coverage for Executive (and for Executive’s spouse and dependents to the extent participating in such plans immediately prior to the Termination Date) that would be incurred for continuation coverage under such plans in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended, and Part 6 of Title 1 of the Employee Retirement Income Security Act of 1986, as amended, less required deductions and withholdings; applicable tax withholding payable on the first payday following the 30th day after Executive’s termination date (2) Bonus pursuant to Section 5(b) above for any year that has been completed through Executive may, but is not obligated to, use such payment toward the date cost of termination, that has not yet been paid to Executive, less required deductions and withholdingscontinuation coverage premiums); and (3iii) one-hundred percent of any unreimbursed expenses incurred unvested shares subject to any equity grants issued to Executive by Company shall accelerate and vest and become exercisable in accordance full. Company’s obligation to provide Executive with Company policy. In addition, the CIC Severance Package is contingent upon Executive’s furnishing execution of a general release of claims satisfactory to the Company the Release and Waiver within the time frame set forth thereinCompany, but in no event later than forty-five (45) with such release becoming effective on or before 30 days following Executive’s termination date. Payment of the CIC Severance Payment will commence on the first payday following the 30th day after Executive’s termination date and continue over a 6 month period in equal installments, Executive with payments made on Company’s regular paydays. Such release will not affect Executive’s continuing obligations to the Company under the Proprietary Information and Inventions Agreement. The Company’s obligation to pay and Executive’s right to receive the CIC Severance Package set forth herein shall be entitled to: (1) a single lump-sum payment cease in an amount equal to six (6) months the event of Executive’s then-current Base Salary, subject to standard payroll deductions and withholdings, payable within ten (10) business days breach of the date the Release and Waiver becomes effective; (2) provided that Executive timely elect such coverage, the continuation any of Executive’s group health continuation coverage under COBRA at the Company’s expense for a period of six (6) months following the termination date; provided, however, that in the event Executive becomes eligible for comparable group insurance coverage in connection with new employment, such COBRA premium payments by the Company shall terminate immediately; (3) pro-rated amount of Executive’s bonus, including any variable compensation plan amounts, earned through the termination date plus six (6) months all at 100% of plan, and (4) the vesting of the shares subject to each of Executive’s Equity Awards and Stock Options shall be accelerated such that one hundred percent (100%) of said shares shall be deemed fully-vested and, if applicable, immediately exercisable effective as of the date of such termination. The right to exercise Stock Options shall accelerate automatically and vest in full, effective as of immediately prior to the consummation of a Change in Control. For avoidance of doubt, a Release and Waiver shall not be deemed to be effective for purpose of this Section unless and until the period for revocation, as provided by applicable law, shall have expired. In the event Executive is eligible for Severance Benefits his obligations under this Section 12(c), Executive is not eligible for any Severance Benefits under Section 12(b) Agreement or 12(f) hereinthe Proprietary Information and Inventions Agreement.

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. IfIf the Company terminates Executive’s employment without Cause, or if Executive resigns for Good Reason, upon the occurrence of, or within the three eighteen (318) months immediately preceding or twelve (12) months immediately following following, the effective date of a Change in Control, then, in addition to the amounts described in Section 4.5.1, and conditioned upon Executive (or his estate, if applicable) executing and not revoking the Release within the time periods specified therein, the Company will provide the following separation benefits: (i) a single lump sum payment equal to the sum of (A) one hundred fifty percent (150%) of Executive’s employment terminates due to an involuntary annual Base Salary as of the date of the termination (not including death or, if higher, Executive’s Base Salary immediately preceding the Change in Control), plus (B) one hundred fifty percent (150%) of the actual amount (if any) of the Annual Bonus paid or Complete Disabilitypayable to Executive for the year immediately preceding the year in which the termination occurs, payable on the sixtieth day following the effective date of the termination, (ii) without Cause if Executive (or a Resignation for Good Reasonhis estate, if applicable) elects to continue his health insurance coverage under COBRA following the termination, then the Company shall pay Executive: the monthly premiums for such coverage until the earliest of (1A) all unpaid Base Salary, earned through the date of that is twelve (12) months following termination, less required deductions and withholdings; (2B) Bonus pursuant to Section 5(b) above for any year that has been completed through the date expiration of termination, that has not yet been paid to Executive, less required deductions and withholdings; and (3) any unreimbursed expenses incurred in accordance with Company policy. In addition, upon Executive’s furnishing to the Company the Release and Waiver within the time frame set forth therein, but in no event later than forty-five (45) days following Executive’s termination date, Executive shall be entitled to: (1) a single lump-sum payment in an amount equal to six (6) months of Executive’s then-current Base Salary, subject to standard payroll deductions and withholdings, payable within ten (10) business days of the date the Release and Waiver becomes effective; (2) provided that Executive timely elect such coverage, the continuation of Executive’s group health continuation coverage under COBRA at COBRA, and (C) the Company’s expense for a period of six (6) months following the termination date; provided, however, that in the event date when Executive becomes eligible for comparable group obtains substantially equivalent health insurance coverage in connection with new employment or self-employment, provided, however, that should the Company reasonably determine that continued payment of the COBRA premiums hereunder is or may be discriminatory under Section 105(h) of the Code or would otherwise cause adverse tax consequences to the Company or any employee thereof, such COBRA premium payments by the Company shall terminate immediatelywill be treated as taxable compensation income to Executive, subject to all applicable withholdings; (3) pro-rated amount of Executive’s bonus, including any variable compensation plan amounts, earned through the termination date plus six (6) months all at 100% of plan, and (4iii) the accelerated vesting of all unvested equity awards such that, on the shares subject to each effective date of Executive’s Equity Awards and Stock Options the Release, the Executive shall be accelerated such that vested in one hundred percent (100%) of said shares shall be deemed fully-vested andall such equity awards, if applicableand to the extent any such equity awards are stock options, immediately exercisable effective as of Executive will have twelve (12) months from the date of such termination. The right termination in which to exercise Stock Options shall accelerate automatically and vest in full, effective as such options (but not beyond the expiration date of immediately prior to the consummation options). Executive acknowledges that his exercise of a Change stock option more than three (3) months after his employment ends (including during the extended post-employment exercise period described in Control. For avoidance of doubt, a Release and Waiver shall not be deemed to be effective for purpose of this Section unless and until 4.5.3) will disqualify the period for revocation, option from being treated as provided by applicable law, shall have expired. In the event Executive is eligible for Severance Benefits under this Section 12(c), Executive is not eligible for any Severance Benefits an incentive stock option under Section 12(b) 422 of the Code, and will result in the option being deemed a nonqualified stock option except in certain limited circumstances in connection with Executive’s death or 12(f) hereinDisability.

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If, within the three (3) months immediately preceding or twelve (12) months immediately following the effective date of a Change in Control, If Executive’s employment terminates without Cause pursuant to Section 3(a)(iv) or due to an involuntary termination (not including death or Complete Disability) without Cause or a Resignation Executive’s resignation for Good ReasonReason pursuant to Section 3(a)(v), Company in either case within two years following a Change in Control (as defined below), then, subject to Executive signing within the period of time set forth therein, and not revoking, the Release) and Executive’s continued compliance with Sections 5, 6, and 7, the Executive shall pay receive, in addition to the payments and benefits set forth in Section 3(b), the following: (i) an amount in cash equal to (A) 3.00 multiplied by Executive: ’s Base Salary plus (1B) all Executive’s Target Annual Bonus for the year during which the termination of employment occurs, payable in accordance with the Company’s regular payroll practices in a lump sum within sixty (60) days following the date on which the Release becomes effective and irrevocable (or if the period in which such Release may become effective and irrevocable spans two calendar years, in the later calendar year); (ii) any earned but unpaid Base Salary, earned through Annual Bonus for the fiscal year prior to the year that includes the date of termination, less required deductions payable when such annual bonuses are otherwise paid to Company executives and withholdings; (2) Bonus pursuant to Section 5(b) above for any in all events during the year that has been completed through includes the date of termination, that has not yet been paid ; (iii) accelerated vesting and settlement of any unvested portion of the Make-Whole RSUs; and (iv) subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), less required deductions and withholdings; and (3) any unreimbursed expenses incurred in accordance with Company policy. In addition, upon subject to Executive’s furnishing to copayment of premium amounts at the active employees’ rate, the Company shall pay the Release and Waiver within remainder of the time frame set forth therein, but in no event later than forty-five (45) days following premiums for Executive’s termination dateand his eligible dependent’s participation in the Company’s group health plans pursuant to COBRA for a period ending on the earlier of (A) the 18-month anniversary of the date of termination; (B) Executive becoming eligible for other group health benefits, Executive shall be entitled to: or (1C) a single lump-sum payment in an amount equal to six (6) months the expiration of Executive’s then-current Base Salary, subject to standard payroll deductions and withholdings, payable within ten (10) business days of the date the Release and Waiver becomes effective; (2) provided that Executive timely elect such coverage, the continuation of Executive’s group health continuation coverage rights under COBRA at the Company’s expense for a period of six (6) months following the termination dateCOBRA; provided, however, that in the event Executive becomes eligible for comparable group insurance coverage in connection with new employment, such COBRA premium payments by that the benefits provided herein would subject the Company shall terminate immediately; (3or any of its affiliates to any tax or penalty under the Patient Protection and Affordable Care Act or Section 105(h) pro-rated amount of Executive’s bonus, including any variable compensation plan amounts, earned through the termination date plus six (6) months all at 100% of plan, and (4) the vesting of the shares subject Internal Revenue Code of 1986 (the “Code”), Executive and the Company agree to each of Executive’s Equity Awards and Stock Options shall be accelerated such that one hundred percent work together in good faith to restructure the foregoing benefit. (100%v) of said shares shall be deemed fully-vested and, if applicable, immediately exercisable effective as of the date of such termination. The right to exercise Stock Options shall accelerate automatically and vest in full, effective as of immediately prior to the consummation of a Change in Control. For avoidance of doubt, a Release and Waiver Executive shall not be deemed obligated to mitigate the amount of any payments or benefits otherwise payable hereunder by seeking other employment, or otherwise, nor shall the amounts payable to Executive hereunder be effective for purpose of this Section unless and until the period for revocationreduced by, as provided or setoff against, any compensation or other amounts earned by applicable lawExecutive from any subsequent employer, shall have expired. In the event Executive is eligible for Severance Benefits under this Section 12(c), Executive is not eligible for any Severance Benefits under Section 12(b) self-employment or 12(f) hereinotherwise.

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. IfSubject to the provisions set forth in this Agreement, in the case of a termination of Executive’s employment hereunder Without Cause in accordance with Section 1.5.4 above or the resignation of Executive’s employment hereunder for Good Reason in accordance with Section 1.5.5 above, in each case, 60 days prior to, upon or within the three (3) 12 months immediately preceding or twelve (12) months immediately following the effective date of after a Change in Control, Executive’s employment terminates due to an involuntary termination the Company shall provide the following severance package (not including death or Complete Disability“CIC Severance Package”): (i) without Cause or a Resignation for Good Reason, Company shall pay Executive an amount equivalent to 12 months of Executive: ’s then Base Salary plus one-hundred percent of Executive’s Bonus Base, subject to the tax withholding specified in Sections 1.4.1 and 1.4.2 above, payable as set forth herein (1) all unpaid Base Salary, earned through the date of termination, less required deductions and withholdings“CIC Severance Payment”); (2ii) Bonus pursuant to Section 5(b) above for any year that has been completed through the date of termination, that has not yet been paid to Executive, less required deductions and withholdings; and (3) any unreimbursed expenses incurred in accordance with Company policy. In addition, upon Executive’s furnishing to the extent Executive participates in any medical, prescription drug, dental, vision and any other “group health plan” of the Company immediately prior to the Release and Waiver within Termination Date, the time frame set forth therein, but Company shall pay to Executive in no event later than forty-five (45) days following Executive’s termination date, Executive shall be entitled to: (1) a single lump-lump sum a fully taxable cash payment in an amount equal to six 12 times the monthly premium cost to Executive of continued coverage for Executive (6) months of and for Executive’s then-current Base Salary, subject spouse and dependents to standard payroll deductions and withholdings, payable within ten (10the extent participating in such plans immediately prior to the Termination Date) business days of the date the Release and Waiver becomes effective; (2) provided that Executive timely elect such coverage, the continuation of Executive’s group health would be incurred for continuation coverage under COBRA at such plans in accordance with Section 4980B of the Company’s expense for a period Internal Revenue Code of six (6) months 1986, as amended, and Part 6 of Title 1 of the Employee Retirement Income Security Act of 1986, as amended, less applicable tax withholding payable on the first payday following the termination date; provided, however, that in the event Executive becomes eligible for comparable group insurance coverage in connection with new employment, such COBRA premium payments by the Company shall terminate immediately; (3) pro-rated amount of 30th day after Executive’s bonus, including any variable compensation plan amounts, earned through the termination date plus six (6) months all at 100% Executive may, but is not obligated to, use such payment toward the cost of plan, continuation coverage premiums); and (4iii) the vesting of the shares subject to each of Executive’s Equity Awards and Stock Options shall be accelerated such that one one-hundred percent (100%) of said any unvested shares subject to any equity grants issued to Executive by Company shall be deemed fully-vested andaccelerate and vest and become exercisable in full. Company’s obligation to provide Executive with the CIC Severance Package is contingent upon Executive’s execution of a general release of claims satisfactory to the Company, if applicable, immediately exercisable with such release becoming effective as on or before 30 days following Executive’s termination date. Such release will not affect Executive’s continuing obligations to the Company under the Proprietary Information and Inventions Agreement. Payment of the CIC Severance Payment will commence on the first payday following the 30th day after Executive’s termination date of such terminationand continue over a 12-month period in equal installments, with payments made on Company’s regular paydays. The Company’s obligation to pay and Executive’s right to exercise Stock Options receive the CIC Severance Package set forth herein shall accelerate automatically and vest cease in full, effective as of immediately prior to the consummation of a Change in Control. For avoidance of doubt, a Release and Waiver shall not be deemed to be effective for purpose of this Section unless and until the period for revocation, as provided by applicable law, shall have expired. In the event Executive is eligible for Severance Benefits of Executive’s material breach of any of his obligations under this Section 12(c), Executive is not eligible for any Severance Benefits under Section 12(b) Agreement or 12(f) hereinthe Proprietary Information and Inventions Agreement.

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. IfSubject to the provisions set forth in this Agreement, in the case of a termination of Executive’s employment hereunder Without Cause in accordance with Section 1.5.4 above or the resignation of Executive’s employment hereunder for Good Reason in accordance with Section 1.5.5 above, in each case, sixty days prior to or within the three (3) twelve months immediately preceding or twelve (12) months immediately following the effective date of after a Change in Control, Executive’s employment terminates due to an involuntary termination the Company shall provide the following severance package (not including death or Complete Disability“CIC Severance Package”): (i) without Cause or a Resignation for Good Reason, Company shall pay Executive an amount equivalent to six months of Executive: ’s then Base Salary plus fifty percent of Executive’s Bonus Base, subject to the tax withholding specified in Sections 1.4.1 and 1.4.2 above, payable as set forth herein (1) all unpaid Base Salary, earned through the date of termination, less required deductions and withholdings“CIC Severance Payment”); (2ii) Bonus pursuant to Section 5(b) above for any year that has been completed through the date of termination, that has not yet been paid to Executive, less required deductions and withholdings; and (3) any unreimbursed expenses incurred in accordance with Company policy. In addition, upon Executive’s furnishing to the extent Executive participates in any medical, prescription drug, dental, vision and any other “group health plan” of the Company immediately prior to the Release and Waiver within Termination Date, the time frame set forth therein, but Company shall pay to Executive in no event later than forty-five (45) days following Executive’s termination date, Executive shall be entitled to: (1) a single lump-lump sum a fully taxable cash payment in an amount equal to six times the monthly premium cost to Executive of continued coverage for Executive (6) months of and for Executive’s then-current Base Salary, subject spouse and dependents to standard payroll deductions and withholdings, payable within ten (10) business days of the date the Release and Waiver becomes effective; (2) provided that Executive timely elect extent participating in such coverage, the continuation of Executive’s group health continuation coverage under COBRA at the Company’s expense for a period of six (6) months following the termination date; provided, however, that in the event Executive becomes eligible for comparable group insurance coverage in connection with new employment, such COBRA premium payments by the Company shall terminate immediately; (3) pro-rated amount of Executive’s bonus, including any variable compensation plan amounts, earned through the termination date plus six (6) months all at 100% of plan, and (4) the vesting of the shares subject to each of Executive’s Equity Awards and Stock Options shall be accelerated such that one hundred percent (100%) of said shares shall be deemed fully-vested and, if applicable, immediately exercisable effective as of the date of such termination. The right to exercise Stock Options shall accelerate automatically and vest in full, effective as of plans immediately prior to the consummation Termination Date) that would be incurred for continuation coverage under such plans in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended, and Part 6 of Title 1 of the Employee Retirement Income Security Act of 1986, as amended, less applicable tax withholding payable on the first payday following the 30th day after Executive’s termination date (Executive may, but is not obligated to, use such payment toward the cost of continuation coverage premiums); and (iii) one-hundred percent of any unvested shares subject to any equity grants issued to Executive by Company shall accelerate and vest and become exercisable in full. Company’s obligation to provide Executive with the CIC Severance Package is contingent upon Executive’s execution of a Change general release of claims satisfactory to the Company, with such release becoming effective on or before 30 days following Executive’s termination date. Payment of the CIC Severance Payment will commence on the first payday following the 30th day after Executive’s termination date and continue over a twelve month period in Controlequal installments, with payments made on Company’s regular paydays. For avoidance of doubt, a Release Such release will not affect Executive’s continuing obligations to the Company under the Proprietary Information and Waiver Inventions Agreement. The Company’s obligation to pay and Executive’s right to receive the CIC Severance Package set forth herein shall not be deemed to be effective for purpose of this Section unless and until the period for revocation, as provided by applicable law, shall have expired. In cease in the event Executive is eligible for Severance Benefits of Executive’s material breach of any of his obligations under this Section 12(c), Executive is not eligible for any Severance Benefits under Section 12(b) Agreement or 12(f) hereinthe Proprietary Information and Inventions Agreement.

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. IfSubject to the provisions set forth in this Agreement, in the case of a termination of Executive’s employment hereunder Without Cause in accordance with Section 1.5.4 above or the resignation of Executive’s employment hereunder for Good Reason in accordance with Section 1.5.5 above, in each case, sixty days prior to or within the three (3) twelve months immediately preceding or twelve (12) months immediately following the effective date of after a Change in Control, Executive’s employment terminates due to an involuntary termination the Company shall provide the following severance package (not including death or Complete Disability“CIC Severance Package”): (i) without Cause or a Resignation for Good Reason, Company shall pay Executive an amount equivalent to six months of Executive: ’s then Base Salary plus fifty percent of Executive’s Bonus Base, subject to the tax withholding specified in Sections 1.4.1 and 1.4.2 above, payable as set forth herein (1) all unpaid Base Salary, earned through the date of termination, less required deductions and withholdings“CIC Severance Payment”); (2ii) Bonus pursuant to Section 5(b) above for any year that has been completed through the date of termination, that has not yet been paid to Executive, less required deductions and withholdings; and (3) any unreimbursed expenses incurred in accordance with Company policy. In addition, upon Executive’s furnishing to the extent Executive participates in any medical, prescription drug, dental, vision and any other “group health plan” of the Company immediately prior to the Release and Waiver within Termination Date, the time frame set forth therein, but Company shall pay to Executive in no event later than forty-five (45) days following Executive’s termination date, Executive shall be entitled to: (1) a single lump-lump sum a fully taxable cash payment in an amount equal to six times the monthly premium cost to Executive of continued coverage for Executive (6) months of and for Executive’s then-current Base Salary, subject spouse or domestic partner and dependents to standard payroll deductions and withholdings, payable within ten (10) business days of the date the Release and Waiver becomes effective; (2) provided that Executive timely elect extent participating in such coverage, the continuation of Executive’s group health continuation coverage under COBRA at the Company’s expense for a period of six (6) months following the termination date; provided, however, that in the event Executive becomes eligible for comparable group insurance coverage in connection with new employment, such COBRA premium payments by the Company shall terminate immediately; (3) pro-rated amount of Executive’s bonus, including any variable compensation plan amounts, earned through the termination date plus six (6) months all at 100% of plan, and (4) the vesting of the shares subject to each of Executive’s Equity Awards and Stock Options shall be accelerated such that one hundred percent (100%) of said shares shall be deemed fully-vested and, if applicable, immediately exercisable effective as of the date of such termination. The right to exercise Stock Options shall accelerate automatically and vest in full, effective as of plans immediately prior to the consummation Termination Date) that would be incurred for continuation coverage under such plans in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended, and Part 6 of Title 1 of the Employee Retirement Income Security Act of 1986, as amended, less applicable tax withholding payable on the first payday following the 30th day after Executive’s termination date (Executive may, but is not obligated to, use such payment toward the cost of continuation coverage premiums); and (iii) one-hundred percent of any unvested shares subject to any equity grants issued to Executive by Company shall accelerate and vest and become exercisable in full. Company’s obligation to provide Executive with the CIC Severance Package is contingent upon Executive’s execution of a Change general release of claims satisfactory to the Company, with such release becoming effective on or before 30 days following Executive’s termination date. Payment of the CIC Severance Payment will commence on the first payday following the 30th day after Executive’s termination date and continue over a twelve month period in Controlequal installments, with payments made on Company’s regular paydays. For avoidance of doubt, a Release Such release will not affect Executive’s continuing obligations to the Company under the Proprietary Information and Waiver Inventions Agreement. The Company’s obligation to pay and Executive’s right to receive the CIC Severance Package set forth herein shall not be deemed to be effective for purpose of this Section unless and until the period for revocation, as provided by applicable law, shall have expired. In cease in the event Executive is eligible for Severance Benefits of Executive’s material breach of any of her obligations under this Section 12(c), Executive is not eligible for any Severance Benefits under Section 12(b) Agreement or 12(f) hereinthe Proprietary Information and Inventions Agreement.

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. IfSubject to the provisions set forth in this Agreement, in the case of a termination of Executive’s employment hereunder Without Cause in accordance with Section 1.5.4 above or the resignation of Executive’s employment hereunder for Good Reason in accordance with Section 1.5.5 above, in each case, sixty days prior to or within the three (3) twelve months immediately preceding or twelve (12) months immediately following the effective date of after a Change in Control, Executive’s employment terminates due to an involuntary termination the Company shall provide the following severance package (not including death or Complete Disability“CIC Severance Package”): (i) without Cause or a Resignation for Good Reason, Company shall pay Executive an amount equivalent to twelve months of Executive: ’s then Base Salary plus one-hundred percent of Executive’s Bonus Base, subject to the tax withholding specified in Sections 1.4.1 and 1.4.2 above, payable as set forth herein (1“CIC Severance Payment”); (ii) all unpaid Base Salaryto the extent Executive participates in any medical, earned through prescription drug, dental, vision and any other “group health plan” of the date Company immediately prior to the Termination Date, the Company shall pay to Executive in a lump sum a fully taxable cash payment in an amount equal to twelve times the monthly premium cost to Executive of terminationcontinued coverage for Executive (and for Executive’s spouse and dependents to the extent participating in such plans immediately prior to the Termination Date) that would be incurred for continuation coverage under such plans in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended, and Part 6 of Title 1 of the Employee Retirement Income Security Act of 1986, as amended, less required deductions and withholdings; applicable tax withholding payable on the first payday following the 30th day after Executive’s termination date (2) Bonus pursuant to Section 5(b) above for any year that has been completed through Executive may, but is not obligated to, use such payment toward the date cost of termination, that has not yet been paid to Executive, less required deductions and withholdingscontinuation coverage premiums); and (3iii) one-hundred percent of any unreimbursed expenses incurred unvested shares subject to any equity grants issued to Executive by Company shall accelerate and vest and become exercisable in accordance full. Company’s obligation to provide Executive with Company policy. In addition, the CIC Severance Package is contingent upon Executive’s furnishing execution of a general release of claims satisfactory to the Company the Release and Waiver within the time frame set forth thereinCompany, but in no event later than forty-five (45) with such release becoming effective on or before 30 days following Executive’s termination date. Payment of the CIC Severance Payment will commence on the first payday following the 30th day after Executive’s termination date and continue over a twelve month period in equal installments, Executive with payments made on Company’s regular paydays. Such release will not affect Executive’s continuing obligations to the Company under the Proprietary Information and Inventions Agreement. The Company’s obligation to pay and Executive’s right to receive the CIC Severance Package set forth herein shall be entitled to: (1) a single lump-sum payment cease in an amount equal to six (6) months the event of Executive’s then-current Base Salary, subject to standard payroll deductions and withholdings, payable within ten (10) business days material breach of the date the Release and Waiver becomes effective; (2) provided that Executive timely elect such coverage, the continuation any of Executive’s group health continuation coverage under COBRA at the Company’s expense for a period of six (6) months following the termination date; provided, however, that in the event Executive becomes eligible for comparable group insurance coverage in connection with new employment, such COBRA premium payments by the Company shall terminate immediately; (3) pro-rated amount of Executive’s bonus, including any variable compensation plan amounts, earned through the termination date plus six (6) months all at 100% of plan, and (4) the vesting of the shares subject to each of Executive’s Equity Awards and Stock Options shall be accelerated such that one hundred percent (100%) of said shares shall be deemed fully-vested and, if applicable, immediately exercisable effective as of the date of such termination. The right to exercise Stock Options shall accelerate automatically and vest in full, effective as of immediately prior to the consummation of a Change in Control. For avoidance of doubt, a Release and Waiver shall not be deemed to be effective for purpose of this Section unless and until the period for revocation, as provided by applicable law, shall have expired. In the event Executive is eligible for Severance Benefits his obligations under this Section 12(c), Executive is not eligible for any Severance Benefits under Section 12(b) Agreement or 12(f) hereinthe Proprietary Information and Inventions Agreement.

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. IfSubject to the provisions set forth in this Agreement, in the case of a termination of Executive’s employment hereunder Without Cause in accordance with Section 1.5.4 above or the resignation of Executive’s employment hereunder for Good Reason in accordance with Section 1.5.5 above, in each case, sixty days prior to or within the three (3) twelve months immediately preceding or twelve (12) months immediately following the effective date of after a Change in Control, Executive’s employment terminates due to an involuntary termination the Company shall provide the following severance package (not including death or Complete Disability“CIC Severance Package”): (i) without Cause or a Resignation for Good Reason, Company shall pay Executive an amount equivalent to six months of Executive: ’s then Base Salary plus fifty percent of Executive’s Bonus Base, subject to the tax withholding specified in Sections 1.4.1 and 1.4.2 above, payable as set forth herein (1) all unpaid Base Salary, earned through the date of termination, less required deductions and withholdings“CIC Severance Payment”); (2ii) Bonus pursuant to Section 5(b) above for any year that has been completed through the date of termination, that has not yet been paid to Executive, less required deductions and withholdings; and (3) any unreimbursed expenses incurred in accordance with Company policy. In addition, upon Executive’s furnishing to the extent Executive participates in any medical, prescription drug, dental, vision and any other “group health plan” of the Company immediately prior to the Release and Waiver within Termination Date, the time frame set forth therein, but Company shall pay to Executive in no event later than forty-five (45) days following Executive’s termination date, Executive shall be entitled to: (1) a single lump-lump sum a fully taxable cash payment in an amount equal to six times the monthly premium cost to Executive of continued coverage for Executive (6) months of and for Executive’s then-current Base Salary, subject spouse and dependents to standard payroll deductions and withholdings, payable within ten (10) business days of the date the Release and Waiver becomes effective; (2) provided that Executive timely elect extent participating in such coverage, the continuation of Executive’s group health continuation coverage under COBRA at the Company’s expense for a period of six (6) months following the termination date; provided, however, that in the event Executive becomes eligible for comparable group insurance coverage in connection with new employment, such COBRA premium payments by the Company shall terminate immediately; (3) pro-rated amount of Executive’s bonus, including any variable compensation plan amounts, earned through the termination date plus six (6) months all at 100% of plan, and (4) the vesting of the shares subject to each of Executive’s Equity Awards and Stock Options shall be accelerated such that one hundred percent (100%) of said shares shall be deemed fully-vested and, if applicable, immediately exercisable effective as of the date of such termination. The right to exercise Stock Options shall accelerate automatically and vest in full, effective as of plans immediately prior to the consummation Termination Date) that would be incurred for continuation coverage under such plans in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended, and Part 6 of Title 1 of the Employee Retirement Income Security Act of 1986, as amended, less applicable tax withholding payable on the first payday following the 30th day after Executive’s termination date (Executive may, but is not obligated to, use such payment toward the cost of continuation coverage premiums); and (iii) one-hundred percent of any unvested shares subject to any equity grants issued to Executive by Company shall accelerate and vest and become exercisable in full. Company’s obligation to provide Executive with the CIC Severance Package is contingent upon Executive’s execution of a Change general release of claims satisfactory to the Company, with such release becoming effective on or before 30 days following Executive’s termination date. Payment of the CIC Severance Payment will commence on the first payday following the 30th day after Executive’s termination date and continue over a twelve month period in Controlequal installments, with payments made on Company’s regular paydays. For avoidance of doubt, a Release and Waiver shall Such release will not be deemed affect Executive’s continuing obligations to be effective for purpose of this Section unless and until the period for revocation, as provided by applicable law, shall have expired. In Company under the event Executive is eligible for Severance Benefits under this Section 12(c), Executive is not eligible for any Severance Benefits under Section 12(b) or 12(f) herein.Proprietary Information and

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. IfSubject to the provisions set forth in this Agreement, in the case of a termination of Executive’s employment hereunder Without Cause in accordance with Section 1.5.4 above or the resignation of Executive’s employment hereunder for Good Reason in accordance with Section 1.5.5 above, in each case, sixty days prior to or within the three (3) twelve months immediately preceding or twelve (12) months immediately following the effective date of after a Change in Control, Executive’s employment terminates due to an involuntary termination the Company shall provide the following severance package (not including death or Complete Disability“CIC Severance Package”): (i) without Cause or a Resignation for Good Reason, Company shall pay Executive an amount equivalent to twelve months of Executive: ’s then Base Salary plus one-hundred percent of Executive’s Bonus Base, subject to the tax withholding specified in Sections 1.4.1 and 1.4.2 above, payable as set forth herein (1“CIC Severance Payment”); (ii) all unpaid Base Salaryto the extent Executive participates in any medical, earned through prescription drug, dental, vision and any other “group health plan” of the date Company immediately prior to the Termination Date, the Company shall pay to Executive in a lump sum a fully taxable cash payment in an amount equal to twelve times the monthly premium cost to Executive of terminationcontinued coverage for Executive (and for Executive’s spouse and dependents to the extent participating in such plans immediately prior to the Termination Date) that would be incurred for continuation coverage under such plans in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended, and Part 6 of Title 1 of the Employee Retirement Income Security Act of 1986, as amended, less required deductions and withholdings; applicable tax withholding payable on the first payday following the 30th day after Executive’s termination date (2) Bonus pursuant to Section 5(b) above for any year that has been completed through Executive may, but is not obligated to, use such payment toward the date cost of termination, that has not yet been paid to Executive, less required deductions and withholdingscontinuation coverage premiums); and (3iii) one-hundred percent of any unreimbursed expenses incurred unvested shares subject to any equity grants issued to Executive by Company shall accelerate and vest and become exercisable in accordance full. Company’s obligation to provide Executive with Company policy. In addition, the CIC Severance Package is contingent upon Executive’s furnishing execution of a general release of claims satisfactory to the Company the Release and Waiver within the time frame set forth thereinCompany, but in no event later than forty-five (45) with such release becoming effective on or before 30 days following Executive’s termination date. Payment of the CIC Severance Payment will commence on the first payday following the 30th day after Executive’s termination date and continue over a twelve month period in equal installments, Executive with payments made on Company’s regular paydays. Such release will not affect Executive’s continuing obligations to the Company under the Proprietary Information and Inventions Agreement. The Company’s obligation to pay and Executive’s right to receive the CIC Severance Package set forth herein shall be entitled to: (1) a single lump-sum payment cease in an amount equal to six (6) months the event of Executive’s then-current Base Salary, subject to standard payroll deductions and withholdings, payable within ten (10) business days material breach of the date the Release and Waiver becomes effective; (2) provided that Executive timely elect such coverage, the continuation any of Executive’s group health continuation coverage under COBRA at the Company’s expense for a period of six (6) months following the termination date; provided, however, that in the event Executive becomes eligible for comparable group insurance coverage in connection with new employment, such COBRA premium payments by the Company shall terminate immediately; (3) pro-rated amount of Executive’s bonus, including any variable compensation plan amounts, earned through the termination date plus six (6) months all at 100% of plan, and (4) the vesting of the shares subject to each of Executive’s Equity Awards and Stock Options shall be accelerated such that one hundred percent (100%) of said shares shall be deemed fully-vested and, if applicable, immediately exercisable effective as of the date of such termination. The right to exercise Stock Options shall accelerate automatically and vest in full, effective as of immediately prior to the consummation of a Change in Control. For avoidance of doubt, a Release and Waiver shall not be deemed to be effective for purpose of this Section unless and until the period for revocation, as provided by applicable law, shall have expired. In the event Executive is eligible for Severance Benefits her obligations under this Section 12(c), Executive is not eligible for any Severance Benefits under Section 12(b) Agreement or 12(f) hereinthe Proprietary Information and Inventions Agreement.

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. IfUpon termination of Executive’s employment by the Company without Cause (other than for death or Disability) or by the Executive for Good Reason, within that occurs during the period commencing three (3) months immediately preceding or twelve (12) prior to a Change in Control and ending 24 months immediately following the effective date of a Change in ControlControl (as defined in the TripAdvisor, Executive’s employment terminates due Inc. 2011 Stock and Annual Incentive Plan, as the same has been amended and may be amended from time to an involuntary termination time (not including death or Complete Disabilitythe “Stock Plan”)), then: (i) without Cause or a Resignation for Good Reason, the Company shall pay Executive: Executive a severance amount equal to 24 months of Base Salary with such severance amount payable in a lump sum if the Change in Control also constitutes a “change in control event” with the meaning of Treas. Regs. Section 1.409A-3(i)(5), and otherwise in accordance with the payment provisions of Section 1(d); (1ii) all unpaid Base Salary, earned through the Company shall pay in cash to Executive (within 10 business days of each applicable monthly period) for each month between the date of termination, less required deductions termination and withholdings; (2) Bonus pursuant to Section 5(b) above for any year that has been completed through the 18 months following such termination date of termination, that has not yet been paid to Executive, less required deductions and withholdings; and (3) any unreimbursed expenses incurred in accordance with Company policy. In addition, upon Executive’s furnishing to the Company the Release and Waiver within the time frame set forth therein, but in no event later than forty-five (45) days following Executive’s termination date, Executive shall be entitled to: (1) a single lump-sum payment in an amount equal to six (6) months of the premiums charged by the Company to maintain COBRA benefits continuation coverage for Executive and Executive’s then-current Base Salary, subject eligible dependents to standard payroll deductions and withholdings, payable the extent such coverage is then in place; (iii) the Company shall pay to Executive within ten (10) business 30 days of the date the Release and Waiver becomes effective; of such termination in a lump sum in cash any Accrued Obligations; (2iv) provided that Executive timely elect such coverage, the continuation of Executive’s group health continuation coverage under COBRA at the Company’s expense for a period of six (6) months following the termination date; provided, however, that in the event Executive becomes eligible for comparable group insurance coverage in connection with new employment, such COBRA premium payments by the Company shall terminate immediately; (3) pay to Executive within 30 days of the date of such termination in a lump sum in cash an amount equal to the annual bonus at target, without pro-rated amount of Executive’s bonus, including ration or adjustment; (v) any variable compensation plan amounts, earned through the termination date plus six (6) months all at 100% of plan, and (4) the vesting of the shares subject to each of Executive’s Equity Awards that are outstanding and Stock Options unvested at the time of such termination shall be accelerated such that one hundred percent immediately vest in full (100%) of said shares shall be deemed fully-vested and, if applicablewith respect to awards other than stock options and stock appreciation rights, immediately exercisable effective settle) as of the date of such termination. The right termination of employment; and (vi) any then vested options of Executive (including options vesting as a result of (v) above) to exercise Stock Options shall accelerate automatically and vest in full, effective as of immediately prior to the consummation of a Change in Control. For avoidance of doubt, a Release and Waiver shall not be deemed to be effective for purpose of this Section unless and until the period for revocation, as provided by applicable lawpurchase TripAdvisor equity, shall have expired. In remain exercisable through the event Executive date that is eligible for Severance Benefits under this Section 12(c)18 months following the date of such termination or, Executive is not eligible for any Severance Benefits under Section 12(b) or 12(f) hereinif earlier, through the scheduled expiration date of such options.

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. IfSubject to the provisions set forth in this Agreement, in the case of a termination of Executive’s employment hereunder Without Cause in accordance with Section 1.5.4 above or the resignation of Executive’s employment hereunder for Good Reason in accordance with Section 1.5.5 above, in each case, sixty days prior to or within the three (3) twelve months immediately preceding or twelve (12) months immediately following the effective date of after a Change in Control, Executive’s employment terminates due to an involuntary termination the Company shall provide the following severance package (not including death or Complete Disability“CIC Severance Package”): (i) without Cause or a Resignation for Good Reason, Company shall pay Executive an amount equivalent to twelve months of Executive: ’s then Base Salary plus one-hundred percent of Executive’s Bonus Base, subject to the tax withholding specified in Sections 1.4.1 and 1.4.2 above, payable as set forth herein (1) all unpaid Base Salary, earned through the date of termination, less required deductions and withholdings“CIC Severance Payment”); (2ii) Bonus pursuant to Section 5(bthe extent Executive participates in any medical, prescription drug, dental, vision and any other “group health plan” of the Company immediately prior to the Termination Date, the Company shall pay to Executive in a lump sum a fully taxable cash payment in an amount equal to twelve times the monthly premium cost to Executive of continued coverage for Executive (and for Executive’s spouse and dependents to the extent participating in such plans immediately prior to the Termination Date) above that would be incurred for any year that has been completed through the date of termination, that has not yet been paid to Executive, less required deductions and withholdings; and (3) any unreimbursed expenses incurred continuation coverage under such plans in accordance with Company policySection 4980B of the Internal Revenue Code of 1986, as amended, and Part 6 of Title 1 of the Employee Retirement Income Security Act of 1986, as amended, less applicable tax withholding payable on the first payday following the 30th day after Executive’s termination date (Executive may, but is not obligated to, use such payment toward the cost of continuation coverage premiums). In addition, Company’s obligation to provide Executive with the CIC Severance Package is contingent upon Executive’s furnishing execution of a general release of claims satisfactory to the Company the Release and Waiver within the time frame set forth thereinCompany, but in no event later than forty-five (45) with such release becoming effective on or before 30 days following Executive’s termination date. Payment of the CIC Severance Payment will commence on the first payday following the 30th day after Executive’s termination date and continue over a twelve month period in equal installments, Executive with payments made on Company’s regular paydays. Such release will not affect Executive’s continuing obligations to the Company under the Proprietary Information and Inventions Agreement. The Company’s obligation to pay and Executive’s right to receive the CIC Severance Package set forth herein shall be entitled to: (1) a single lump-sum payment cease in an amount equal to six (6) months the event of Executive’s then-current Base Salary, subject to standard payroll deductions and withholdings, payable within ten (10) business days material breach of the date the Release and Waiver becomes effective; (2) provided that Executive timely elect such coverage, the continuation any of Executive’s group health continuation coverage under COBRA at the Company’s expense for a period of six (6) months following the termination date; provided, however, that in the event Executive becomes eligible for comparable group insurance coverage in connection with new employment, such COBRA premium payments by the Company shall terminate immediately; (3) pro-rated amount of Executive’s bonus, including any variable compensation plan amounts, earned through the termination date plus six (6) months all at 100% of plan, and (4) the vesting of the shares subject to each of Executive’s Equity Awards and Stock Options shall be accelerated such that one hundred percent (100%) of said shares shall be deemed fully-vested and, if applicable, immediately exercisable effective as of the date of such termination. The right to exercise Stock Options shall accelerate automatically and vest in full, effective as of immediately prior to the consummation of a Change in Control. For avoidance of doubt, a Release and Waiver shall not be deemed to be effective for purpose of this Section unless and until the period for revocation, as provided by applicable law, shall have expired. In the event Executive is eligible for Severance Benefits his obligations under this Section 12(c), Executive is not eligible for any Severance Benefits under Section 12(b) Agreement or 12(f) hereinthe Proprietary Information and Inventions Agreement.

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. IfSubject to the provisions set forth in this Agreement, in the case of a termination of Executive’s employment hereunder Without Cause in accordance with Section 1.5.4 above or the resignation of Executive’s employment hereunder for Good Reason in accordance with Section 1.5.5 above, in each case, sixty days prior to or within the three (3) twelve months immediately preceding or twelve (12) months immediately following the effective date of after a Change in Control, Executive’s employment terminates due to an involuntary termination the Company shall provide the following severance package (not including death or Complete Disability“CIC Severance Package”): (i) without Cause or a Resignation for Good Reason, Company shall pay Executive an amount equivalent to twelve months of Executive: ’s then Base Salary plus one-hundred percent of Executive’s Bonus Base, subject to the tax withholding specified in Sections 1.4.1 and 1.4.2 above, payable as set forth herein (1“CIC Severance Payment”); (ii) all unpaid Base Salaryto the extent Executive participates in any medical, earned through prescription drug, dental, vision and any other “group health plan” of the date Company immediately prior to the Termination Date, the Company shall pay to Executive in a lump sum a fully taxable cash payment in an amount equal to twelve times the monthly premium cost to Executive of terminationcontinued coverage for Executive (and for Executive’s spouse or domestic partner and dependents to the extent participating in such plans immediately prior to the Termination Date) that would be incurred for continuation coverage under such plans in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended, and Part 6 of Title 1 of the Employee Retirement Income Security Act of 1986, as amended, less required deductions and withholdings; applicable tax withholding payable on the first payday following the 30th day after Executive’s termination date (2) Bonus pursuant to Section 5(b) above for any year that has been completed through Executive may, but is not obligated to, use such payment toward the date cost of termination, that has not yet been paid to Executive, less required deductions and withholdingscontinuation coverage premiums); and (3iii) one-hundred percent of any unreimbursed expenses incurred unvested shares subject to any equity grants issued to Executive by Company shall accelerate and vest and become exercisable in accordance full. Company’s obligation to provide Executive with Company policy. In addition, the CIC Severance Package is contingent upon Executive’s furnishing execution of a general release of claims satisfactory to the Company the Release and Waiver within the time frame set forth thereinCompany, but in no event later than forty-five (45) with such release becoming effective on or before 30 days following Executive’s termination date. Payment of the CIC Severance Payment will commence on the first payday following the 30th day after Executive’s termination date and continue over a twelve month period in equal installments, Executive with payments made on Company’s regular paydays. Such release will not affect Executive’s continuing obligations to the Company under the Proprietary Information and Inventions Agreement. The Company’s obligation to pay and Executive’s right to receive the CIC Severance Package set forth herein shall be entitled to: (1) a single lump-sum payment cease in an amount equal to six (6) months the event of Executive’s then-current Base Salary, subject to standard payroll deductions and withholdings, payable within ten (10) business days material breach of the date the Release and Waiver becomes effective; (2) provided that Executive timely elect such coverage, the continuation any of Executive’s group health continuation coverage under COBRA at the Company’s expense for a period of six (6) months following the termination date; provided, however, that in the event Executive becomes eligible for comparable group insurance coverage in connection with new employment, such COBRA premium payments by the Company shall terminate immediately; (3) pro-rated amount of Executive’s bonus, including any variable compensation plan amounts, earned through the termination date plus six (6) months all at 100% of plan, and (4) the vesting of the shares subject to each of Executive’s Equity Awards and Stock Options shall be accelerated such that one hundred percent (100%) of said shares shall be deemed fully-vested and, if applicable, immediately exercisable effective as of the date of such termination. The right to exercise Stock Options shall accelerate automatically and vest in full, effective as of immediately prior to the consummation of a Change in Control. For avoidance of doubt, a Release and Waiver shall not be deemed to be effective for purpose of this Section unless and until the period for revocation, as provided by applicable law, shall have expired. In the event Executive is eligible for Severance Benefits his obligations under this Section 12(c), Executive is not eligible for any Severance Benefits under Section 12(b) Agreement or 12(f) hereinthe Proprietary Information and Inventions Agreement.

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. IfSubject to the provisions set forth in this Agreement, in the case of a termination of Executive’s employment hereunder Without Cause in accordance with Section 1.5.4 above or the resignation of Executive’s employment hereunder for Good Reason in accordance with Section 1.5.5 above, in each case, sixty days prior to or within the three (3) twelve months immediately preceding or twelve (12) months immediately following the effective date of after a Change in Control, Executive’s employment terminates due to an involuntary termination the Company shall provide the following severance package (not including death or Complete Disability“CIC Severance Package”): (i) without Cause or a Resignation for Good Reason, Company shall pay Executive an amount equivalent to twelve months of Executive: ’s then Base Salary plus one-hundred percent of Executive’s Bonus Base, subject to the tax withholding specified in Sections 1.4.1 and 1.4.2 above, payable as set forth herein (1“CIC Severance Payment”); (ii) all unpaid Base Salaryto the extent Executive participates in any medical, earned through prescription drug, dental, vision and any other “group health plan” of the date Company immediately prior to the Termination Date, the Company shall pay to Executive in a lump sum a fully taxable cash payment in an amount equal to twelve times the monthly premium cost to Executive of terminationcontinued coverage for Executive (and for Executive’s spouse and dependents to the extent participating in such plans immediately prior to the Termination Date) that would be incurred for continuation coverage under such plans in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended, and Part 6 of Title 1 of the Employee Retirement Income Security Act of 1986, as amended, less required deductions and withholdings; applicable tax withholding payable on the first payday following the 30th day after Executive’s termination date (2) Bonus pursuant to Section 5(b) above for any year that has been completed through Executive may, but is not obligated to, use such payment toward the date cost of termination, that has not yet been paid to Executive, less required deductions and withholdingscontinuation coverage premiums); and (3iii) one-hundred percent of any unreimbursed expenses incurred unvested shares subject to any equity grants issued to Executive by Company shall accelerate and vest and become exercisable in accordance full. Company’s obligation to provide Executive with Company policy. In addition, the CIC Severance Package is contingent upon Executive’s furnishing execution of a general release of claims satisfactory to the Company the Release and Waiver within the time frame set forth thereinCompany, but in no event later than forty-five (45) with such release becoming effective on or before 30 days following Executive’s termination date. Payment of the CIC Severance Payment will commence on the first payday following the 30th day after Executive’s termination date and continue over a twelve month period in equal installments, Executive with payments made on Company’s regular paydays. Such release will not affect Executive’s continuing obligations to the Company under the Proprietary Information and Inventions Agreement. The Company’s obligation to pay and Executive’s right to receive the CIC Severance Package set forth herein shall be entitled to: (1) a single lump-sum payment cease in an amount equal to six (6) months the event of Executive’s then-current Base Salarymaterial breach of any of his obligations under this Agreement or the Proprietary Information and Inventions Agreement.” 4. Except as specifically amended, subject to standard payroll deductions the Employment Agreement shall remain in full force and withholdings, payable within ten (10) business days of effect as originally executed. On or after the date the Release and Waiver becomes effective; (2) provided that Executive timely elect such coveragehereof, the continuation of Executive’s group health continuation coverage under COBRA at the Company’s expense for a period of six (6) months following the termination date; provided, however, that each reference in the event Executive becomes eligible for comparable group insurance coverage Employment Agreement to “this Agreement,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Employment Agreement as amended by hereby. 5. This Amendment may be signed in connection with new employment, such COBRA premium payments by the Company shall terminate immediately; (3) pro-rated amount of Executive’s bonuscounterparts, including any variable compensation plan amountsby DocuSign or .PDF format, earned through the termination date plus six (6) months all at 100% of plan, and (4) the vesting of the shares subject to each of Executive’s Equity Awards and Stock Options which shall be accelerated such that one hundred percent (100%) of said shares shall be deemed fully-vested andan original, with the same effect as if applicable, immediately exercisable effective as of the date of such termination. The right to exercise Stock Options shall accelerate automatically and vest in full, effective as of immediately prior to signatures were upon the consummation of a Change in Control. For avoidance of doubt, a Release and Waiver shall not be deemed to be effective for purpose of this Section unless and until the period for revocation, as provided by applicable law, shall have expired. In the event Executive is eligible for Severance Benefits under this Section 12(c), Executive is not eligible for any Severance Benefits under Section 12(b) or 12(f) hereinsame instruments.

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. IfSubject to the provisions set forth in this Agreement, in the case of a termination of Executive's employment hereunder Without Cause in accordance with Section 1.5.4 above or the resignation of Executive's employment hereunder for Good Reason in accordance with Section 1.5.5 above, in each case, 60 days prior to or within the three (3) 12 months immediately preceding or twelve (12) months immediately following the effective date of after a Change in Control, Executive’s employment terminates due to an involuntary termination the Company shall provide the following severance package (not including death or Complete Disability"CIC Severance Package" ): (i) without Cause or a Resignation for Good Reason, Company shall pay Executive an amount equivalent to six months of Executive: 's then Base Salary plus 50% percent of Executive's Bonus Base, subject to the tax withholding specified in Sections 1.4.1 and 1.4.2 above, payable as set forth herein (1"CIC Severance Payment" ); (ii) all unpaid Base Salaryto the extent Executive participates in any medical, earned through prescription drug, dental, vision and any other "group health plan" of the date Company immediately prior to the Termination Date, the Company shall pay to Executive in a lump sum a fully taxable cash payment in an amount equal to 6 times the monthly premium cost to Executive of terminationcontinued coverage for Executive (and for Executive's spouse and dependents to the extent participating in such plans immediately prior to the Termination Date) that would be incurred for continuation coverage under such plans in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended, and Part 6 of Title 1 of the Employee Retirement Income Security Act of 1986, as amended, less required deductions and withholdings; applicable tax withholding payable on the first payday following the 30th day after Executive's termination date (2) Bonus pursuant to Section 5(b) above for any year that has been completed through Executive may, but is not obligated to, use such payment toward the date cost of termination, that has not yet been paid to Executive, less required deductions and withholdingscontinuation coverage premiums); and (3iii) one-hundred percent of any unreimbursed expenses incurred unvested shares subject to any equity grants issued to Executive by Company shall accelerate and vest and become exercisable in accordance full. Company's obligation to provide Executive with Company policy. In addition, the CIC Severance Package is contingent upon Executive’s furnishing 's execution of a general release of claims satisfactory to the Company the Release and Waiver within the time frame set forth thereinCompany, but in no event later than forty-five (45) with such release becoming effective on or before 30 days following Executive’s termination date. Payment of the CIC Severance Payment will commence on the first payday following the 30th day after Executive's termination date and continue over a 6 month period in equal installments, Executive shall be entitled to: (1) a single lump-sum payment in an amount equal with payments made on Company's regular paydays. Such release will not affect Executive's continuing obligations to six (6) months of the Company under the Proprietary Information and Inventions Agreement. The Company’s obligation to pay and Executive’s then-current Base Salary, subject right to standard payroll deductions and withholdings, payable within ten (10) business days of receive the date the Release and Waiver becomes effective; (2) provided that Executive timely elect such coverage, the continuation of Executive’s group health continuation coverage under COBRA at the Company’s expense for a period of six (6) months following the termination date; provided, however, that CIC Severance Package set forth herein shall cease in the event Executive becomes eligible for comparable group insurance coverage in connection with new employment, such COBRA premium payments by the Company shall terminate immediately; (3) pro-rated amount of Executive’s bonus, including 's breach of any variable compensation plan amounts, earned through the termination date plus six (6) months all at 100% of plan, and (4) the vesting of the shares subject to each of Executive’s Equity Awards and Stock Options shall be accelerated such that one hundred percent (100%) of said shares shall be deemed fully-vested and, if applicable, immediately exercisable effective as of the date of such termination. The right to exercise Stock Options shall accelerate automatically and vest in full, effective as of immediately prior to the consummation of a Change in Control. For avoidance of doubt, a Release and Waiver shall not be deemed to be effective for purpose of this Section unless and until the period for revocation, as provided by applicable law, shall have expired. In the event Executive is eligible for Severance Benefits her obligations under this Section 12(c), Executive is not eligible for any Severance Benefits under Section 12(b) Agreement or 12(f) hereinthe Proprietary Information and Inventions Agreement.

Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. IfSubject to the provisions set forth in this Agreement, in the case of a termination of Executive’s employment hereunder Without Cause in accordance with Section 1.5.4 above or the resignation of Executive’s employment hereunder for Good Reason in accordance with Section 1.5.5 above, in each case, sixty days prior to or within the three (3) twelve months immediately preceding or twelve (12) months immediately following the effective date of after a Change in Control, Executive’s employment terminates due to an involuntary termination the Company shall provide the following severance package (not including death or Complete Disability“CIC Severance Package”): (i) without Cause or a Resignation for Good Reason, Company shall pay Executive an amount equivalent to six months of Executive: ’s then Base Salary plus fifty percent of Executive’s Bonus Base, subject to the tax withholding specified in Sections 1.4.1 and 1.4.2 above, payable as set forth herein (1) all unpaid Base Salary, earned through the date of termination, less required deductions and withholdings“CIC Severance Payment”); (2ii) Bonus pursuant to Section 5(b) above for any year that has been completed through the date of termination, that has not yet been paid to Executive, less required deductions and withholdings; and (3) any unreimbursed expenses incurred in accordance with Company policy. In addition, upon Executive’s furnishing to the extent Executive participates in any medical, prescription drug, dental, vision and any other “group health plan” of the Company immediately prior to the Release and Waiver within Termination Date, the time frame set forth therein, but Company shall pay to Executive in no event later than forty-five (45) days following Executive’s termination date, Executive shall be entitled to: (1) a single lump-lump sum a fully taxable cash payment in an amount equal to six times the monthly premium cost to Executive of continued coverage for Executive (6) months of and for Executive’s then-current Base Salary, subject spouse and dependents to standard payroll deductions and withholdings, payable within ten (10) business days of the date the Release and Waiver becomes effective; (2) provided that Executive timely elect extent participating in such coverage, the continuation of Executive’s group health continuation coverage under COBRA at the Company’s expense for a period of six (6) months following the termination date; provided, however, that in the event Executive becomes eligible for comparable group insurance coverage in connection with new employment, such COBRA premium payments by the Company shall terminate immediately; (3) pro-rated amount of Executive’s bonus, including any variable compensation plan amounts, earned through the termination date plus six (6) months all at 100% of plan, and (4) the vesting of the shares subject to each of Executive’s Equity Awards and Stock Options shall be accelerated such that one hundred percent (100%) of said shares shall be deemed fully-vested and, if applicable, immediately exercisable effective as of the date of such termination. The right to exercise Stock Options shall accelerate automatically and vest in full, effective as of plans immediately prior to the consummation Termination Date) that would be incurred for continuation coverage under such plans in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended, and Part 6 of Title 1 of the Employee Retirement Income Security Act of 1986, as amended, less applicable tax withholding payable on the first payday following the 30th day after Executive’s termination date (Executive may, but is not obligated to, use such payment toward the cost of continuation coverage premiums); and (iii) one-hundred percent of any unvested shares subject to any equity grants issued to Executive by Company shall accelerate and vest and become exercisable in full. Company’s obligation to provide Executive with the CIC Severance Package is contingent upon Executive’s execution of a general release of claims satisfactory to the Company, with such release becoming effective on or before 30 days following Executive’s termination date. Payment of the CIC Severance Payment will commence on the first payday following the 30th day after Executive’s termination date and continue over a twelve month period in equal installments, with payments made on Company’s regular paydays. Such release will not affect Executive’s continuing obligations to the Company under the Proprietary Information and Inventions Agreement. The Company’s obligation to pay and Executive’s right to receive the CIC Severance Package set forth herein shall cease in the event of Executive’s material breach of any of his obligations under this Agreement or the Proprietary Information and Inventions Agreement. For the purposes of this Agreement, “Change in Control. For avoidance ” shall mean (i) a merger or consolidation or the sale, or exchange by the stockholders of doubtthe Company of all or substantially all of the capital stock of the Company, where the stockholders of the Company immediately before such transaction do not obtain or retain, directly or indirectly, at least a Release and Waiver shall not be deemed majority of the beneficial interest in the voting stock or other voting equity of the surviving or acquiring corporation or other surviving or acquiring entity, in substantially the same proportion as before such transaction, or (ii) the sale or exchange of all or substantially all of the Company’s assets (other than a sale or transfer to be effective for purpose a subsidiary of this the Company as defined in Section unless and until 424(f) of the period for revocationInternal Revenue Code of 1986, as provided by applicable lawamended) where the stockholders of the Company immediately before such sale or exchange do not obtain or retain, shall have expired. In directly or indirectly, at least a majority of the event Executive is eligible for Severance Benefits under this Section 12(c)beneficial interest in the voting stock or other voting equity of the corporation or other entity acquiring the Company’s assets, Executive is not eligible for any Severance Benefits under Section 12(b) or 12(f) hereinin substantially the same proportion as before such transaction.