Common use of Termination without Cause or Resignation for Good Reason not in Connection with a Change in Control Clause in Contracts

Termination without Cause or Resignation for Good Reason not in Connection with a Change in Control. If Executive’s employment under this Agreement is terminated by the Company without Cause or Executive resigns for Good Reason, at any time other than at the time of, or within eighteen (18) months following 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 a release of claims in the form attached as Exhibit B (the “Release”) within the time periods specified therein, the Company will provide the following separation benefits: (i) the Company will continue Executive’s Base Salary (at the rate in effect as of the termination) for a period of twelve (12) months, beginning on the sixtieth (60th) day following the termination of Executive’s employment with the Company and with the first such payment comprising all salary accruing from the termination date through the date of payment, (ii) partial accelerated vesting, effective as of the termination date, of all unvested equity awards with respect to the same number of shares that would have vested if Executive had continued in employment for one year after the termination date and to the extent any vested equity awards are stock options, Executive will have twelve (12) months from the date of termination in which to exercise such options (but not beyond the expiration date of the options), (iii) any unvested portion of the Shares subject to Market Capitalization or FDA approval vesting as described in Section 3.4.3 shall remain outstanding for a period of six (6) months following the termination date and to the extent that such milestones are achieved during such six-month period, the respective Shares shall vest and become non-forfeitable, and (iv) if Executive (or his estate, if applicable) elects to continue his health insurance coverage under COBRA following the termination, then the Company shall pay the monthly premiums for such coverage until the earliest of (A) the date that is twelve (12) months following termination, (B) the expiration of such continuation coverage under COBRA, and (C) the date when Executive 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 will be treated as taxable compensation income to Executive, subject to all applicable withholdings. Executive acknowledges that his exercise of a stock option more than three (3) months after his employment ends (including during the extended post-employment exercise period described in this Section 4.5.2) will disqualify the option from being treated as an incentive stock option under Section 422 of the Code, as amended, and will result in the option being deemed a nonqualified stock option except in certain limited circumstances in connection with Executive’s death or Disability.

Termination without Cause or Resignation for Good Reason not in Connection with a Change in Control. If Executive’s employment under Subject to the provisions set forth in this Agreement is terminated by the Company without Cause or Executive resigns for Good Reason, at any time other than at the time of, or within eighteen (18) months following a Change in Control, thenAgreement, in addition to the amounts described in Section 4.5.1, and conditioned upon Executive (or his estate, if applicable) executing and not revoking case of a release of claims in the form attached as Exhibit B (the “Release”) within the time periods specified therein, the Company will provide the following separation benefits: (i) the Company will continue Executive’s Base Salary (at the rate in effect as of the termination) for a period of twelve (12) months, beginning on the sixtieth (60th) day following the termination of Executive’s employment hereunder Without Cause in accordance with Section 1.5.4 above or a resignation for Good Reason in accordance with Section 1.5.5 above, the Company and with shall pay Executive the first such payment comprising all salary accruing from following severance package (“Severance Package”): (i) an amount equivalent to twelve months of Executive’s then Base Salary, subject to the termination date through the date of paymenttax withholding specified in Section 1.4.1 above, payable as set forth herein (“Severance Payment”), (ii) partial accelerated vesting, effective as of the termination date, of all unvested equity awards with respect to the same number of shares that would have vested if Executive had continued in employment for one year after the termination date and to the extent Executive participates in any vested equity awards are stock optionsmedical, Executive will have twelve (12) months from the date of termination in which to exercise such options (but not beyond the expiration date prescription drug, dental, vision and any other “group health plan” of the options)Company immediately prior to Executive’s Termination Date, (iii) any unvested portion of the Shares subject to Market Capitalization or FDA approval vesting as described in Section 3.4.3 shall remain outstanding for a period of six (6) months following the termination date and to the extent that such milestones are achieved during such six-month period, the respective Shares shall vest and become non-forfeitable, and (iv) if Executive (or his estate, if applicable) elects to continue his health insurance coverage under COBRA following the termination, then the Company shall pay to Executive in a lump sum a fully taxable cash payment in an amount equal to twelve times the monthly premiums premium cost to Executive of continued coverage for Executive (and for Executive’s spouse and dependents to the extent participating in such coverage until plans immediately prior to the earliest of (ATermination Date) the date that is twelve (12) months following termination, (B) the expiration of such would be incurred for continuation coverage under COBRA, and (C) the date when Executive obtains substantially equivalent health insurance coverage such plans in connection accordance with new employment or self-employment, provided, however, that should the Company reasonably determine that continued payment Section 4980B of the COBRA premiums hereunder is or may be discriminatory under Section 105(h) Internal Revenue Code of the Code or would otherwise cause adverse tax consequences to the Company or any employee thereof, such COBRA premium payments will be treated as taxable compensation income to Executive, subject to all applicable withholdings. Executive acknowledges that his exercise of a stock option more than three (3) months after his employment ends (including during the extended post-employment exercise period described in this Section 4.5.2) will disqualify the option from being treated as an incentive stock option under Section 422 of the Code1986, 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, 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. Executive may, but is not obligated to, use such payment toward the cost of continuation coverage premiums. The Company’s obligation to provide Executive with the 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 (“Severance Condition”). Payment of the Severance Payment will result commence on the first payday following the 30th day after Executive’s termination date and continue over a six 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 Severance Package set forth herein shall cease in the option being deemed a nonqualified stock option except in certain limited circumstances in connection with event of Executive’s death material breach of any of his obligations under this Agreement or Disabilitythe Proprietary Information and Inventions Agreement.

Termination without Cause or Resignation for Good Reason not in Connection with a Change in Control. If Executive’s employment under Subject to the provisions set forth in this Agreement is terminated by the Company without Cause or Executive resigns for Good Reason, at any time other than at the time of, or within eighteen (18) months following a Change in Control, thenAgreement, in addition to the amounts described in Section 4.5.1, and conditioned upon Executive (or his estate, if applicable) executing and not revoking case of a release of claims in the form attached as Exhibit B (the “Release”) within the time periods specified therein, the Company will provide the following separation benefits: (i) the Company will continue Executive’s Base Salary (at the rate in effect as of the termination) for a period of twelve (12) months, beginning on the sixtieth (60th) day following the termination of Executive’s employment hereunder Without Cause in accordance with Section 1.5.4 above or a resignation for Good Reason in accordance with Section 1.5.5 above, the Company and with shall pay Executive the first such payment comprising all salary accruing from following severance package (“Severance Package”): (i) an amount equivalent to twelve (12) months of Executive’s then Base Salary, subject to the termination date through tax withholding specified in Section 1.4.1 above, payable as set forth herein (the date of payment, “Severance Payment”); (ii) partial accelerated vesting, effective as of the termination date, of all unvested equity awards with respect to the same number of shares that would have vested if Executive had continued in employment for one year after the termination date and to the extent Executive participates in any vested equity awards are stock optionsmedical, prescription drug, dental, vision and any other “group health plan” of the Company immediately prior to Executive’s Termination Date, and provided that Executive will have timely elects COBRA continuation coverage, the Company shall pay the full cost of Executive’s COBRA continuation coverage for Executive (and for Executive’s spouse and dependents to the extent participating in such plans immediately prior to the Termination Date) pursuant to 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, for a period of up to twelve (12) months from the date of termination in which Termination Date, or when Executive becomes eligible for comparable coverage through a subsequent employer, provided that Executive agrees to exercise such options notify the Company as soon as he accepts subsequent employment (but not beyond the expiration date of the options“COBRA Continuation”), ; (iii) Base Salary earned but unpaid, vested benefits under any unvested portion employee benefit plan, any unreimbursed expenses pursuant to Section 1.4.3 hereof incurred by Executive as of the Shares Termination Date and any earned but unpaid Bonus for the fiscal year prior to the Termination Date, subject to Market Capitalization or FDA approval vesting as described the tax withholding specified in Section 3.4.3 shall remain outstanding for a period of six 1.4.2 above (6) months following the termination date and to the extent that such milestones are achieved during such six-month periodcollectively, the respective Shares shall vest and become non-forfeitable, “Accrued Benefits”); and (iv) if the Termination Date is after June 30th, Executive’s target Bonus for such year, pro-rated for the period of time during such year in which Executive remained with the Company, subject to the tax withholding specified in Section 1.4.2 above (the “Target Bonus”). The Company’s obligation to provide Executive with the Severance Payment, COBRA Continuation, and Target Bonus is contingent upon Executive’s execution of a general release of claims satisfactory to the Company, with such release becoming effective on or his estatebefore thirty (30) days following Executive’s Termination Date (“Severance Condition”). Payment of the Severance Payment and COBRA Continuation, if applicable) elects to continue his health insurance coverage under COBRA any, will commence on the first payday following the terminationthirtieth (30th) day after Executive’s Termination Date and continue over a twelve month period in equal installments, then with payments made on the Company shall pay the monthly premiums for such coverage until the earliest of (A) the date that is twelve (12) months following termination, (B) the expiration of such continuation coverage under COBRA, and (C) the date when Executive 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 Company’s regular paydays. Payment of the COBRA premiums hereunder is or may be discriminatory under Section 105(hTarget Bonus shall occur in full on the first payday following the thirtieth (30th) of the Code or would otherwise cause adverse tax consequences day after Executive’s Termination Date. Such release will not affect Executive’s continuing obligations to the Company under the Employment Covenants Agreement (as defined below). The Company’s obligation to pay and Executive’s right to receive the Severance Package set forth herein (other than Accrued Benefits) shall cease in the event of Executive’s material breach of any of his obligations under this Agreement or any employee thereof, such COBRA premium payments will be treated as taxable compensation income to Executive, subject to all applicable withholdingsthe Employment Covenants Agreement after the Termination Date. Executive acknowledges that his exercise of a stock option more than three (3) months after his employment ends (including during the extended post-employment exercise period described in this Section 4.5.2) will disqualify the option from being treated as an incentive stock option under Section 422 Payment of the Code, as amended, and will result Accrued Benefits shall be made in full on the option being deemed a nonqualified stock option except in certain limited circumstances in connection with first payroll date after Executive’s death or DisabilityTermination Date in any event.

Termination without Cause or Resignation for Good Reason not in Connection with a Change in Control. If Executive’s employment under Subject to the provisions set forth in this Agreement is terminated by the Company without Cause or Executive resigns for Good Reason, at any time other than at the time of, or within eighteen (18) months following a Change in Control, thenAgreement, in addition to the amounts described in Section 4.5.1, and conditioned upon Executive (or his estate, if applicable) executing and not revoking case of a release of claims in the form attached as Exhibit B (the “Release”) within the time periods specified therein, the Company will provide the following separation benefits: (i) the Company will continue Executive’s Base Salary (at the rate in effect as of the termination) for a period of twelve (12) months, beginning on the sixtieth (60th) day following the termination of Executive’s employment hereunder Without Cause in accordance with Section 1.5.4 above or a resignation with Good Reason in accordance with Section 1.5.5 above, the Company and with shall pay Executive the first such payment comprising all salary accruing from following severance package (“Severance Package”): (i) an amount equivalent to six months’ of Executive’s then Base Salary, subject to the termination date through the date of paymenttax withholding specified in Section 1.4.1 above, payable as set forth herein (“Severance Payment”), (ii) partial accelerated vesting, effective as of the termination date, of all unvested equity awards with respect to the same number of shares that would have vested if Executive had continued in employment for one year after the termination date and to the extent Executive participates in any vested equity awards are stock optionsmedical, Executive will have twelve (12) months from the date of termination in which to exercise such options (but not beyond the expiration date prescription drug, dental, vision and any other “group health plan” of the options)Company immediately prior to Executive’s Termination Date, (iii) any unvested portion of the Shares subject to Market Capitalization or FDA approval vesting as described in Section 3.4.3 shall remain outstanding for a period of six (6) months following the termination date and to the extent that such milestones are achieved during such six-month period, the respective Shares shall vest and become non-forfeitable, and (iv) if Executive (or his estate, if applicable) elects to continue his health insurance coverage under COBRA following the termination, then the Company shall pay to Executive in a lump sum a fully taxable cash payment in an amount equal to six times the monthly premiums premium cost to Executive of continued coverage for Executive (and for Executive’s spouse and dependents to the extent participating in such coverage until plans immediately prior to the earliest of (ATermination Date) the date that is twelve (12) months following termination, (B) the expiration of such would be incurred for continuation coverage under COBRA, and (C) the date when Executive obtains substantially equivalent health insurance coverage such plans in connection accordance with new employment or self-employment, provided, however, that should the Company reasonably determine that continued payment Section 4980B of the COBRA premiums hereunder is or may be discriminatory under Section 105(h) Internal Revenue Code of the Code or would otherwise cause adverse tax consequences to the Company or any employee thereof, such COBRA premium payments will be treated as taxable compensation income to Executive, subject to all applicable withholdings. Executive acknowledges that his exercise of a stock option more than three (3) months after his employment ends (including during the extended post-employment exercise period described in this Section 4.5.2) will disqualify the option from being treated as an incentive stock option under Section 422 of the Code1986, as amended, and will result 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; provided that Executive may, but is not obligated to, use such payment toward the cost of continuation coverage premiums, and (iii) if such termination or resignation occurs within the twelve (12) month period following the commencement of Executive’s employment hereunder, then accelerated vesting of that number of unvested shares subject to equity grants issued to Executive by Company that would have vested during the twelve (12) month period following such termination or resignation in the option being deemed a nonqualified stock option except in certain limited circumstances in connection absence of such termination or resignation. The Company’s obligation to provide Executive with the Severance Package is contingent upon Executive’s death execution of a general release of claims satisfactory to the Company, with such release becoming effective on or Disabilitybefore 30 days following Executive’s termination date (“Severance Condition”). Payment of the Severance Payment will commence on the first payday following the 30th day after Executive’s termination date and continue over a six 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 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.