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

Termination Without Cause or Resignation for Good Reason Unrelated to Change in Control. If, at any time outside the Change in Control Period (as defined below), the Company terminates your employment without Cause, or you resign for Good Reason, and other than as a result of your death or disability, and provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then subject to the preconditions set forth in Section 7 below, you shall be entitled to receive the following severance benefits: (i) The Company will pay you an amount equal to 12 months of your then-current base salary (excluding any salary reduction that served as the basis for any Good Reason resignation), less all applicable withholdings and deductions, paid over such 12-month period, on the schedule described in Section 7 below. (ii) You will remain eligible for an annual bonus for the year in which your Separation from Service is effective, with the bonus amount to be determined by the Board (or the Compensation Committee thereof) based on corporate performance during the year, and then prorated based on your months of service during the applicable bonus year. Any bonus awarded will be subject to deductions and withholdings and paid at the same time as when bonuses are paid to the rest of senior management. (iii) If you timely elect continued coverage under COBRA for yourself and your covered dependents under the Company’s group health plans following such termination or resignation of employment, then the Company shall pay the entire COBRA premiums necessary to continue your health insurance coverage in effect for yourself and your eligible dependents on the termination date until the earliest of (A) the close of the 12 month period following the termination of your employment, (B) the expiration of your eligibility for the continuation coverage under COBRA, and (C) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment. If you become eligible for coverage under another employer's group health plan or otherwise cease to be eligible for COBRA during the period provided in this clause, you must immediately notify the Company of such event, and all payments and obligations under this clause shall cease.

Termination Without Cause or Resignation for Good Reason Unrelated to Change in Control. If, If at any time outside following the Public Company Date, except during the Change in Control Period (as defined below), (i) the Company terminates your Executive’s employment without Cause, or you resign for Good Reason, Cause (as defined below and other than as a result of your Executive’s death or disabilityDisability), or (ii) Executive resigns for Good Reason (as defined below), and provided in any case such termination constitutes a “separation from service” (”, as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, ) (a “Separation from Service”) (such termination described in (i) or (ii), then subject to the preconditions set forth in Section 7 belowan “Involuntary Termination”), you Executive shall be entitled to receive the following severance benefits, subject in all events to Executive’s compliance with Section 8.4 below: (i) The Company will Executive shall receive severance pay you an amount equal to 12 months in the form of your then-current continuation of Executive’s base salary in effect (excluding ignoring any salary reduction decrease that served as forms the basis for any Executive’s resignation for Good Reason resignation)Reason, less all applicable withholdings and deductions, paid over such 12-month period, if applicable) on the schedule described in Section 7 below.effective date of Executive’s Involuntary Termination for the twelve (12) months (the “Severance Period”) after the date of such termination; (ii) You will remain If Executive is eligible for an annual bonus for the year in which your Separation from Service is effective, with the bonus amount and timely elects to be determined by the Board (or the Compensation Committee thereof) based on corporate performance during the year, and then prorated based on your months of service during the applicable bonus year. Any bonus awarded will be subject to deductions and withholdings and paid at the same time as when bonuses are paid to the rest of senior management. (iii) If you timely elect continued continue Executive’s health insurance coverage under COBRA for yourself and your covered dependents under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985 or the state equivalent (“COBRA”) following such Executive’s termination or resignation of employmentdate, then the Company shall will pay the entire COBRA premiums necessary to continue your group health insurance coverage in effect premiums for yourself Executive and your Executive’s eligible dependents on the termination date until the earliest of (A) the close of the 12 month period following the termination of your employmentSeverance Period, (B) the expiration of your Executive’s eligibility for the continuation coverage under COBRA, and or (C) the date when you become Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. If you become For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the U.S. Internal Revenue Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether Executive elects continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay Executive on the last day of each remaining month of the Severance Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA premiums would otherwise have been paid and shall be equal to the amount that the Company would have otherwise paid for COBRA premiums, and shall be paid until the earlier of (i) expiration of the Severance Period or (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage under another employer's group health in connection with new employment or self-employment; (iii) Notwithstanding anything to the contrary set forth in the Plan or any successor equity incentive plan or otherwise cease any award agreement, the vesting of all of Executive’s then-outstanding stock awards, including any Prior Equity Awards, that are subject to time-based vesting shall be accelerated such that on the effective date of such termination that number of the shares subject to time-based vesting in such stock awards granted to Executive prior to the effective date of such termination shall be vested as if Executive’s employment had continued for the duration of the Severance Period and shall immediately exercisable by Executive. Treatment of any performance-based vesting equity awards will be governed solely by the terms of the agreements under which such awards were granted and will not be eligible to accelerate vesting pursuant to the foregoing provision; and (iv) If requested by Executive, the Company shall pay for COBRA up to three (3) months of job-placement services with a service provider of the Company’s choosing, which must be utilized during the period provided six (6) months immediately following Executive’s termination of employment. The salary continuation payments described in this clauseSection 8.2 will be paid in substantially equal installments on the Company’s regular payroll schedule and subject to standard deductions and withholdings over the Severance Period following termination; provided, you must immediately notify however, that no payments will be made prior to the effectiveness of the Release (defined below). On the effective date of the Release, the Company will pay Executive the salary continuation payments that Executive would have received on or prior to such date in a lump sum under the original schedule but for the delay while waiting for the effectiveness of such eventthe release, and all payments and obligations under this clause shall ceasewith the balance of the cash severance being paid as originally scheduled.

Termination Without Cause or Resignation for Good Reason Unrelated to Change in Control. If, If at any time outside (i) the Change in Control Period Company terminates Executive’s employment without Cause (as defined below), the Company terminates your employment without Cause, or you resign for Good Reason, below and other than as a result of your Executive’s death or disabilityDisability), or (ii) Executive resigns for Good Reason (as defined below), and provided in any case such termination constitutes a “separation from service” (”, as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, ) (a “Separation from Service”) (such termination described in (i) or (ii), then subject to the preconditions set forth in Section 7 belowan “Involuntary Termination”), you Executive shall be entitled to receive the following severance benefits, subject in all events to Executive’s compliance with Section 8.4 below: (i) The Company will Executive shall receive severance pay you an amount equal to 12 months in the form of your then-current continuation of Executive’s base salary in effect (excluding ignoring any salary reduction decrease that served as forms the basis for any Executive’s resignation for Good Reason resignation)Reason, less all applicable withholdings and deductions, paid over such 12-month period, if applicable) on the schedule described in Section 7 below.effective date of Executive’s Involuntary Termination for the first nine (9) months (the “Severance Period”) after the date of such termination; and (ii) You will remain If Executive is eligible for an annual bonus for the year in which your Separation from Service is effective, with the bonus amount and timely elects to be determined by the Board (or the Compensation Committee thereof) based on corporate performance during the year, and then prorated based on your months of service during the applicable bonus year. Any bonus awarded will be subject to deductions and withholdings and paid at the same time as when bonuses are paid to the rest of senior management. (iii) If you timely elect continued continue Executive’s health insurance coverage under COBRA for yourself and your covered dependents under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985 or the state equivalent (“COBRA”) following such Executive’s termination or resignation of employmentdate, then the Company shall will pay the entire COBRA premiums necessary to continue your group health insurance coverage in effect premiums for yourself Executive and your Executive’s eligible dependents on the termination date until the earliest of (A) the close of the 12 month period following the termination of your employmentSeverance Period, (B) the expiration of your Executive’s eligibility for the continuation coverage under COBRA, and or (C) the date when you become Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. If you become For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the U.S. Internal Revenue Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether Executive elects continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay Executive on the last day of each remaining month of the Severance Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA premiums would otherwise have been paid and shall be equal to the amount that the Company would have otherwise paid for COBRA premiums, and shall be paid until the earlier of (i) expiration of the Severance Period or (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage under another employer's group health plan in connection with new employment or otherwise cease to be eligible for COBRA during the period provided in this clause, you must immediately notify the Company of such event, and all payments and obligations under this clause shall ceaseself-employment.

Termination Without Cause or Resignation for Good Reason Unrelated to Change in Control. If, at any time outside the Change in Control Period (as defined below), the Company terminates your employment without Cause, or you resign for Good Reason, and other than as a result of your death or disability, and provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then subject to the preconditions set forth in Section 7 below, you shall be entitled to receive the following severance benefits: (i) The Company will pay you an amount equal to 12 18 months of your then-current base salary (excluding any salary reduction that served as the basis for any Good Reason resignation), less all applicable withholdings and deductions, paid over such 1218-month period, on the schedule described in Section 7 below. (ii) You will remain eligible for an annual bonus for the year in which your Separation from Service is effective, with the bonus amount to be determined by the Board (or the Compensation Committee thereof) based on corporate performance during the year, and then prorated based on your months of service during the applicable bonus year. Any bonus awarded will be subject to deductions and withholdings and paid at the same time as when bonuses are paid to the rest of senior management. (iii) If you timely elect continued coverage under COBRA for yourself and your covered dependents under the Company’s group health plans following such termination or resignation of employment, then the Company shall pay the entire COBRA premiums necessary to continue your health insurance coverage in effect for yourself and your eligible dependents on the termination date until the earliest of (A) the close of the 12 18 month period following the termination of your employment, (B) the expiration of your eligibility for the continuation coverage under COBRA, and (C) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment. If you become eligible for coverage under another employer's group health plan or otherwise cease to be eligible for COBRA during the period provided in this clause, you must immediately notify the Company of such event, and all payments and obligations under this clause shall cease.

Termination Without Cause or Resignation for Good Reason Unrelated to Change in Control. If, at any time outside the of a Change in Control Period (as defined below), the Company terminates your employment without Cause, or you resign for Good ReasonReason (as defined below), and other than as a result of your death or disability, and provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then subject to the preconditions set forth in Section 7 below, you shall will be entitled to receive the following severance benefits: (i) The Company will pay you an amount equal to 12 twelve (12) months of your then-current base salary (excluding any salary reduction that served as the basis for any Good Reason resignation)salary, less all applicable withholdings and deductions, paid over such 12eighteen-month period, on the schedule described in Section 7 below. (ii) You will remain eligible for an annual bonus for the year in which your Separation from Service is effective, with the bonus amount to be determined by the Board (or the Compensation Committee thereof) based on corporate performance during the year, and then prorated based on your months of service during the applicable bonus year. Any bonus awarded will be subject to deductions and withholdings and paid at the same time as when bonuses are paid to the rest of senior management. (iii) If you timely elect continued coverage under COBRA for yourself and your covered dependents under the Company’s group health plans following such termination or resignation of employment, then the Company shall will pay the entire COBRA premiums necessary to continue your health insurance coverage in effect for yourself and your eligible dependents on the termination date until the earliest of (A) the close of the 12 twelve (12) month period following the termination of your employment, (B) the expiration of your eligibility for the continuation coverage under COBRA, and (C) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment. If you become eligible for such coverage under another employer's group health plan or otherwise cease to be eligible for COBRA during the period provided in this clause, you must immediately notify the Company of such event, and all payments and obligations under this clause shall will cease.

Termination Without Cause or Resignation for Good Reason Unrelated to Change in Control. If, If at any time outside following the Effective Date, except during the Change in Control Period (as defined below), (i) the Company terminates your Executive’s employment without Cause, or you resign for Good Reason, Cause (as defined below and other than as a result of your Executive’s death or disabilityDisability), or (ii) Executive resigns for Good Reason (as defined below), and provided in any case such termination constitutes a “separation from service” (”, as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, ) (a “Separation from Service”) (such termination described in (i) or (ii), then subject to the preconditions set forth in Section 7 belowan “Involuntary Termination”), you Executive shall be entitled to receive the following severance benefits, subject in all events to Executive’s compliance with Section 8.4 below: (i) The Company will Executive shall receive severance pay you an amount equal to 12 months in the form of your then-current base salary continuation of Executive’s Base Salary in effect (excluding ignoring any salary reduction decrease that served as forms the basis for any Executive’s resignation for Good Reason resignation)Reason, less all applicable withholdings and deductions, paid over such 12-month period, if applicable) on the schedule described in Section 7 below.effective date of Executive’s Involuntary Termination for the nine (9) months (the “Severance Period”) after the date of such termination; and (ii) You will remain If Executive is eligible for an annual bonus for the year in which your Separation from Service is effective, with the bonus amount and timely elects to be determined by the Board (or the Compensation Committee thereof) based on corporate performance during the year, and then prorated based on your months of service during the applicable bonus year. Any bonus awarded will be subject to deductions and withholdings and paid at the same time as when bonuses are paid to the rest of senior management. (iii) If you timely elect continued continue Executive’s health insurance coverage under COBRA for yourself and your covered dependents under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985 or the state equivalent (“COBRA”) following such Executive’s termination or resignation of employmentdate, then the Company shall will pay the entire COBRA premiums necessary to continue your group health insurance coverage in effect premiums for yourself Executive and your Executive’s eligible dependents on the termination date until the earliest of (A) the close of the 12 month period following the termination of your employmentSeverance Period, (B) the expiration of your Executive’s eligibility for the continuation coverage under COBRA, and or (C) the date when you become Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. If you become For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the U.S. Internal Revenue Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether Executive elects continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay Executive on the last day of each remaining month of the Severance Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA premiums would otherwise have been paid and shall be equal to the amount that the Company would have otherwise paid for COBRA premiums, and shall be paid until the earlier of (i) expiration of the Severance Period or (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage under another employer's group health plan in connection with new employment or otherwise cease to be eligible for COBRA during the period provided self-employment. The salary continuation payments described in this clauseSection 8.2 will be paid in substantially equal installments on the Company’s regular payroll schedule and subject to standard deductions and withholdings over the Severance Period following termination; provided, you must immediately notify however, that no payments will be made prior to the effectiveness of the Release (defined below). On the effective date of the Release, the Company will pay Executive the salary continuation payments that Executive would have received on or prior to such date in a lump sum under the original schedule but for the delay while waiting for the effectiveness of such eventthe release, and all payments and obligations under this clause shall ceasewith the balance of the cash severance being paid as originally scheduled.

Termination Without Cause or Resignation for Good Reason Unrelated to Change in Control. If, If at any time outside except during the Change in Control Period (as defined below), ) (i) the Company terminates your Executive’s employment without Cause, or you resign for Good Reason, Cause (as defined below and other than as a result of your Executive’s death or disabilityDisability), or (ii) Executive resigns for Good Reason (as defined below), and provided in any case such termination constitutes a “separation from service” (”, as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, ) (a “Separation from Service”) (such termination described in (i) or (ii), then subject to the preconditions set forth in Section 7 belowan “Involuntary Termination”), you Executive shall be entitled to receive the following severance benefits, subject in all events to Executive’s compliance with Section 8.4 below: (i) The Company will Executive shall receive severance pay you an amount equal to 12 months in the form of your then-current continuation of Executive’s base salary in effect (excluding ignoring any salary reduction decrease that served as forms the basis for any Executive’s resignation for Good Reason resignation)Reason, less all applicable withholdings and deductions, paid over such 12-month period, if applicable) on the schedule described in Section 7 below.effective date of Executive’s Involuntary Termination for the first eighteen (18) months (the “Severance Period”) after the date of such termination; (ii) You will remain If Executive is eligible for an annual bonus for the year in which your Separation from Service is effective, with the bonus amount and timely elects to be determined by the Board (or the Compensation Committee thereof) based on corporate performance during the year, and then prorated based on your months of service during the applicable bonus year. Any bonus awarded will be subject to deductions and withholdings and paid at the same time as when bonuses are paid to the rest of senior management. (iii) If you timely elect continued continue Executive’s health insurance coverage under COBRA for yourself and your covered dependents under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985 or the state equivalent (“COBRA”) following such Executive’s termination or resignation of employmentdate, then the Company shall will pay the entire COBRA premiums necessary to continue your group health insurance coverage in effect premiums for yourself Executive and your Executive’s eligible dependents on the termination date until the earliest of (A) the close of the 12 month period following the termination of your employmentSeverance Period, (B) the expiration of your Executive’s eligibility for the continuation coverage under COBRA, and or (C) the date when you become Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. If you become eligible for coverage For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under another employer's group a Section 125 health care reimbursement plan or otherwise cease to be eligible for COBRA during under the period provided in this clauseU.S. Internal Revenue Code. Notwithstanding the foregoing, you must immediately notify if at any time the Company of such eventdetermines, and all payments and obligations under this clause shall cease.in its sole discretion, that it cannot pay the COBRA premiums without potentially

Termination Without Cause or Resignation for Good Reason Unrelated to Change in Control. If, If at any time outside except during the Change in Control Period (as defined below), ) (i) the Company terminates your Executive’s employment without Cause, or you resign for Good Reason, Cause (as defined below and other than as a result of your Executive’s death or disabilityDisability), or (ii) Executive resigns for Good Reason (as defined below), and provided in any case such termination constitutes a “separation from service” (”, as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, ) (a “Separation from Service”) (such termination described in (i) or (ii), then subject to the preconditions set forth in Section 7 belowan “Involuntary Termination”), you Executive shall be entitled to receive the following severance benefits, subject in all events to Executive’s compliance with Section 8.4 below: (i) The Company will Executive shall receive severance pay you an amount equal to 12 months in the form of your then-current continuation of Executive’s base salary in effect (excluding ignoring any salary reduction decrease that served as forms the basis for any Executive’s resignation for Good Reason resignation)Reason, less all applicable withholdings and deductions, paid over such 12-month period, if applicable) on the schedule described in Section 7 below.effective date of Executive’s Involuntary Termination for the first twelve (12) months (the “Severance Period”) after the date of such termination; (ii) You will remain If Executive is eligible for an annual bonus for the year in which your Separation from Service is effective, with the bonus amount and timely elects to be determined by the Board (or the Compensation Committee thereof) based on corporate performance during the year, and then prorated based on your months of service during the applicable bonus year. Any bonus awarded will be subject to deductions and withholdings and paid at the same time as when bonuses are paid to the rest of senior management. (iii) If you timely elect continued continue Executive’s health insurance coverage under COBRA for yourself and your covered dependents under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985 or the state equivalent (“COBRA”) following such Executive’s termination or resignation of employmentdate, then the Company shall will pay the entire COBRA premiums necessary to continue your group health insurance coverage in effect premiums for yourself Executive and your Executive’s eligible dependents on the termination date until the earliest of (A) the close of the 12 month period following the termination of your employmentSeverance Period, (B) the expiration of your Executive’s eligibility for the continuation coverage under COBRA, and or (C) the date when you become Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. If you become eligible for For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the U.S. Internal Revenue Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether Executive elects continued health coverage under another employer's group health plan or COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay Executive on the last day of each remaining month of the Severance Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA premiums would otherwise cease have been paid and shall be equal to be eligible the amount that the Company would have otherwise paid for COBRA during the period provided in this clause, you must immediately notify the Company of such eventpremiums, and all payments and obligations under this clause shall cease.be

Termination Without Cause or Resignation for Good Reason Unrelated to Change in Control. If, If at any time outside except during the Change in Control Period (as defined below), ) (i) the Company terminates your Executive’s employment without Cause, or you resign for Good Reason, Cause (as defined below and other than as a result of your Executive’s death or disabilityDisability), or (ii) Executive resigns for Good Reason (as defined below), and provided in any case such termination constitutes a “separation from service” (”, as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, ) (a “Separation from Service”) (such termination described in (i) or (ii), then subject to the preconditions set forth in Section 7 belowan “Involuntary Termination”), you Executive shall be entitled to receive the following severance benefits, subject in all events to Executive’s compliance with Section 8.4 below: (i) The Company will Executive shall receive severance pay you an amount equal to 12 months in the form of your then-current continuation of Executive’s base salary in effect (excluding ignoring any salary reduction decrease that served as forms the basis for any Executive’s resignation for Good Reason resignation)Reason, less all applicable withholdings and deductions, paid over such 12-month period, if applicable) on the schedule described in Section 7 below.effective date of Executive’s Involuntary Termination for the first nine (9) months (the “Severance Period”) after the date of such termination; and (ii) You will remain If Executive is eligible for an annual bonus for the year in which your Separation from Service is effective, with the bonus amount and timely elects to be determined by the Board (or the Compensation Committee thereof) based on corporate performance during the year, and then prorated based on your months of service during the applicable bonus year. Any bonus awarded will be subject to deductions and withholdings and paid at the same time as when bonuses are paid to the rest of senior management. (iii) If you timely elect continued continue Executive’s health insurance coverage under COBRA for yourself and your covered dependents under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985 or the state equivalent (“COBRA”) following such Executive’s termination or resignation of employmentdate, then the Company shall will pay the entire COBRA premiums necessary to continue your group health insurance coverage in effect premiums for yourself Executive and your Executive’s eligible dependents on the termination date until the earliest of (A) the close of the 12 month period following the termination of your employmentSeverance Period, (B) the expiration of your Executive’s eligibility for the continuation coverage under COBRA, and or (C) the date when you become Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. If you become eligible for For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the U.S. Internal Revenue Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether Executive elects continued health coverage under another employer's group health plan or otherwise cease to be eligible for COBRA, and in lieu of providing the COBRA during the period provided in this clausepremiums, you must immediately notify the Company will instead pay Executive on the last day of each remaining month of the Severance Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such eventamount, and all payments and obligations under this clause shall cease.the “Health Care Benefit Payment”). The Health Care Benefit

Termination Without Cause or Resignation for Good Reason Unrelated to Change in Control. If, If at any time outside following the Effective Date, except during the Change in Control Period (as defined below), (i) the Company terminates your Executive’s employment without Cause, or you resign for Good Reason, Cause (as defined below and other than as a result of your Executive’s death or disabilityDisability), or (ii) Executive resigns for Good Reason (as defined below), and provided in any case such termination constitutes a “separation from service” (”, as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, ) (a “Separation from Service”) (such termination described in (i) or (ii), then subject to the preconditions set forth in Section 7 belowan “Involuntary Termination”), you Executive shall be entitled to receive the following severance benefits, subject in all events to Executive’s compliance with Section 8.4 below: (i) The Company will Executive shall receive severance pay you an amount equal to 12 months in the form of your then-current base salary continuation of Executive’s Base Salary in effect (excluding ignoring any salary reduction decrease that served as forms the basis for any Executive’s resignation for Good Reason resignation)Reason, less all applicable withholdings and deductions, paid over such 12-month period, if applicable) on the schedule described in Section 7 below.effective date of Executive’s Involuntary Termination for the twelve (12) months (the “Severance Period”) after the date of such termination; (ii) You will remain If Executive is eligible for an annual bonus for the year in which your Separation from Service is effective, with the bonus amount and timely elects to be determined by the Board (or the Compensation Committee thereof) based on corporate performance during the year, and then prorated based on your months of service during the applicable bonus year. Any bonus awarded will be subject to deductions and withholdings and paid at the same time as when bonuses are paid to the rest of senior management. (iii) If you timely elect continued continue Executive’s health insurance coverage under COBRA for yourself and your covered dependents under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985 or the state equivalent (“COBRA”) following such Executive’s termination or resignation of employmentdate, then the Company shall will pay the entire COBRA premiums necessary to continue your group health insurance coverage in effect premiums for yourself Executive and your Executive’s eligible dependents on the termination date until the earliest of (A) the close of the 12 month period following the termination of your employmentSeverance Period, (B) the expiration of your Executive’s eligibility for the continuation coverage under COBRA, and or (C) the date when you become Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. If you become For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the U.S. Internal Revenue Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether Executive elects continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay Executive on the last day of each remaining month of the Severance Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA premiums would otherwise have been paid and shall be equal to the amount that the Company would have otherwise paid for COBRA premiums, and shall be paid until the earlier of (i) expiration of the Severance Period or (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage under another employer's group health in connection with new employment or self-employment; and (iii) Notwithstanding anything to the contrary set forth in any equity incentive plan or otherwise cease any award agreement, or successor thereto, the vesting of all of Executive’s then-outstanding stock awards, that are subject to time-based vesting shall be accelerated such that on the effective date of such termination that number of the shares subject to time-based vesting in such stock awards granted to Executive prior to the effective date of such termination shall be vested as if Executive’s employment had continued for the duration of the Severance Period and shall be immediately exercisable by Executive for the lesser of (i) 90 days or (ii) the expiration date contained in such applicable grant. Treatment of any performance-based vesting equity awards will be governed solely by the terms of the agreements under which such awards were granted and will not be eligible for COBRA during to accelerate vesting pursuant to the period provided foregoing provisions. The salary continuation payments described in this clauseSection 8.2 will be paid in substantially equal installments on the Company’s regular payroll schedule and subject to standard deductions and withholdings over the Severance Period following termination; provided, you must immediately notify however, that no payments will be made prior to the effectiveness of the Release (defined below). On the effective date of the Release, the Company will pay Executive the salary continuation payments that Executive would have received on or prior to such date in a lump sum under the original schedule but for the delay while waiting for the effectiveness of such eventthe release, and all payments and obligations under this clause shall ceasewith the balance of the cash severance being paid as originally scheduled.

Termination Without Cause or Resignation for Good Reason Unrelated to Change in Control. If, at any time outside the Change in Control Period (as defined below), the Company terminates your employment without Cause, or you resign for Good Reason, and other than as a result of your death or disability, and provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then in addition to the Accrued Obligations and subject to the preconditions set forth in Section 7 below, you shall be entitled to receive the following severance benefits: (i) The Company will pay you an amount equal to 12 months of your then-current base salary (excluding any salary reduction that served as the basis for any Good Reason resignation), less all applicable withholdings and deductions, paid over such 12-month period, on the schedule described in Section 7 below. (ii) You will remain eligible for an annual bonus for the year in which your Separation from Service is effective, with the bonus amount to be determined by the Board (or the Compensation Committee thereof) based on corporate performance during the year, and then prorated based on your months of service during the applicable bonus year. Any bonus awarded will be subject to deductions and withholdings and paid at the same time as when bonuses are paid to the rest of senior management. (iii) If you timely elect continued coverage under COBRA for yourself and your covered dependents under the Company’s group health plans following such termination or resignation of employment, then the Company shall pay the entire COBRA premiums necessary to continue your health insurance coverage in effect for yourself and your eligible dependents on the termination date until the earliest of (A) the close of the 12 month period following the termination of your employment, (B) the expiration of your eligibility for the continuation coverage under COBRA, and (C) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment. If you become eligible for coverage under another employer's group health plan or otherwise cease to be eligible for COBRA during the period provided in this clause, you must immediately notify the Company of such event, and all payments and obligations under this clause shall cease. (iv) In the event your separation occurs after you complete one year of service with the Company, then the Company will accelerate the vesting of any time-based equity awards that were granted to you in connection with the commencement of your employment such that 50% of the then unvested time-based equity grants shall be deemed vested as of your last day of employment; and in the event your separation occurs within 12 months following the initial public offering of the Company’s shares, then the Company will accelerate the vesting of any time-based equity awards that were granted to you in connection with the commencement of your employment such that 100% of the then unvested time-based equity grants shall be deemed vested as of your last day of employment.

Termination Without Cause or Resignation for Good Reason Unrelated to Change in Control. If, at any time outside the of a Change in Control Period (as defined below), the Company terminates your employment without Cause, or you resign for Good ReasonReason (as defined below), and other than as a result of your death or disability, you resign for any reason and provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then subject to the preconditions set forth in Section 7 below, you shall will be entitled to receive the following severance benefits: (i) The Company will pay you an amount equal to 12 twelve (12) months of your then-current base salary (excluding any salary reduction that served as the basis for any Good Reason resignation), less all applicable withholdings and deductions, paid over such 12twenty-four-month period, on the schedule described in Section 7 below. (ii) You will remain eligible for an annual bonus for the year in which your Separation from Service is effective, with the bonus amount to be determined by the Board (or the Compensation Committee thereof) based on corporate performance during the year, and then prorated based on your months of service during the applicable bonus year. Any bonus awarded will be subject to deductions and withholdings and paid at the same time as when bonuses are paid to the rest of senior management. (iii) If you timely elect continued coverage under COBRA for yourself and your covered dependents under the Company’s group health plans following such termination or resignation of employment, then the Company shall will pay the entire COBRA premiums necessary to continue your health insurance coverage in effect for yourself and your eligible dependents on the termination date until the earliest of (A) the close of the 12 twelve (12) month period following the termination of your employment, (B) the expiration of your eligibility for the continuation coverage under COBRA, and (C) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment. If you become eligible for such coverage under another employer's group health plan or otherwise cease to be eligible for COBRA during the period provided in this clause, you must immediately notify the Company of such event, and all payments and obligations under this clause shall will cease. (iii) The Company will pay you a pro rata bonus for the then current fiscal year, with such fiscal year’s bonus equivalent to no less than 1-year of annual salary, as well as the unpaid portion of the agreed upon bonus for the fiscal year ended September 30, 2022. (iv) The Company will fund a personal life insurance policy for you at an annual premium cost of no more than $10,000. Upon termination of this Agreement under this Section 6(b), the Company agrees to pay the future annual premiums due under a policy through your 70th year of age, to be paid in a lump sum payment (discounted at the then applicable U.S. treasury rate) upon your departure from the Company. (v) The Company will fully accelerate the vesting of your equity awards such that you will be deemed fully vested in all such awards.

Termination Without Cause or Resignation for Good Reason Unrelated to Change in Control. If, If at any time outside except during the Change in Control Period (as defined below), ) (i) the Company terminates your Executive’s employment without Cause, or you resign for Good Reason, Cause (as defined below and other than as a result of your Executive’s death or disabilityDisability), or (ii) Executive resigns for Good Reason (as defined below), and provided in any case such termination constitutes a “separation from service” (”, as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, ) (a “Separation from Service”) (such termination described in (i) or (ii), then subject to the preconditions set forth in Section 7 belowan “Involuntary Termination”), you Executive shall be entitled to receive the following severance benefits, subject in all events to Executive’s compliance with Section 8.4 below: (i) The Company will Executive shall receive severance pay you an amount equal to 12 months in the form of your then-current continuation of Executive’s base salary in effect (excluding ignoring any salary reduction decrease that served as forms the basis for any Executive’s resignation for Good Reason resignation)Reason, less all applicable withholdings and deductions, paid over such 12-month period, if applicable) on the schedule described in Section 7 below.effective date of Executive’s Involuntary Termination for the first eighteen (18) months (the “Severance Period”) after the date of such termination; (ii) You will remain If Executive is eligible for an annual bonus for the year in which your Separation from Service is effective, with the bonus amount and timely elects to be determined by the Board (or the Compensation Committee thereof) based on corporate performance during the year, and then prorated based on your months of service during the applicable bonus year. Any bonus awarded will be subject to deductions and withholdings and paid at the same time as when bonuses are paid to the rest of senior management. (iii) If you timely elect continued continue Executive’s health insurance coverage under COBRA for yourself and your covered dependents under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985 or the state equivalent (“COBRA”) following such Executive’s termination or resignation of employmentdate, then the Company shall will pay the entire COBRA premiums necessary to continue your group health insurance coverage in effect premiums for yourself Executive and your Executive’s eligible dependents on the termination date until the earliest of (A) the close of the 12 month period following the termination of your employmentSeverance Period, (B) the expiration of your Executive’s eligibility for the continuation coverage under COBRA, and or (C) the date when you become Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. If you become eligible for For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the U.S. Internal Revenue Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether Executive elects continued health coverage under another employer's group health plan or COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay Executive on the last day of each remaining month of the Severance Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA premiums would otherwise cease to have been paid and shall be eligible for COBRA during equal 4. (iii) Executive shall receive an extension of the period provided of time following which Executive may exercise vested shares subject to Executive's equity awards to purchase Company common stock that are outstanding immediately prior to Executive's Involuntary Termination until the date that is the earlier of (A) the original Expiration Date (as defined in this clausethe respective Equity Documents for such options) and (B) eighteen (18) months following the date of Involuntary Termination; provided, you must immediately notify however, that Executive's rights to exercise vested options may terminate prior to such date, in accordance with the Company terms of the equity plan under which such event, and all payments and obligations under this clause shall ceaseoptions were granted (including upon a corporate transaction) or Executive's violation of the Proprietary Agreement or the Release (defined below).

Termination Without Cause or Resignation for Good Reason Unrelated to Change in Control. If, If at any time outside except during the Change in Control Period (as defined below), ) (i) the Company terminates your Executive’s employment without Cause, or you resign for Good Reason, Cause (as defined below and other than as a result of your Executive’s death or disabilityDisability), or (ii) Executive resigns for Good Reason (as defined below), and provided in any case such termination constitutes a “separation from service” (”, as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, ) (a “Separation from Service”) (such termination described in (i) or (ii), then subject to the preconditions set forth in Section 7 belowan “Involuntary Termination”), you Executive shall be entitled to receive the following severance benefits, subject in all events to Executive’s compliance with Section 8.4 below: (i) The Company will Executive shall receive severance pay you an amount equal to 12 months in the form of your then-current continuation of Executive’s base salary in effect (excluding ignoring any salary reduction decrease that served as forms the basis for any Executive’s resignation for Good Reason resignation)Reason, less all applicable withholdings and deductions, paid over such 12-month period, if applicable) on the schedule described in Section 7 below.effective date of Executive’s Involuntary Termination for the first nine (9) months (the “Severance Period”) after the date of such termination; and (ii) You will remain If Executive is eligible for an annual bonus for the year in which your Separation from Service is effective, with the bonus amount and timely elects to be determined by the Board (or the Compensation Committee thereof) based on corporate performance during the year, and then prorated based on your months of service during the applicable bonus year. Any bonus awarded will be subject to deductions and withholdings and paid at the same time as when bonuses are paid to the rest of senior management. (iii) If you timely elect continued continue Executive’s health insurance coverage under COBRA for yourself and your covered dependents under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985 or the state equivalent (“COBRA”) following such Executive’s termination or resignation of employmentdate, then the Company shall will pay the entire COBRA premiums necessary to continue your group health insurance coverage in effect premiums for yourself Executive and your Executive’s eligible dependents on the termination date until the earliest of (A) the close of the 12 month period following the termination of your employmentSeverance Period, (B) the expiration of your Executive’s eligibility for the continuation coverage under COBRA, and or (C) the date when you become Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. If you become For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the U.S. Internal Revenue Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether Executive elects continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay Executive on the last day of each remaining month of the Severance Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA premiums would otherwise have been paid and shall be equal 4. to the amount that the Company would have otherwise paid for COBRA premiums, and shall be paid until the earlier of (i) expiration of the Severance Period or (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage under another employer's group health plan in connection with new employment or otherwise cease to be eligible for COBRA during the period provided in this clause, you must immediately notify the Company of such event, and all payments and obligations under this clause shall ceaseself-employment.

Termination Without Cause or Resignation for Good Reason Unrelated to Change in Control. If, If at any time outside except during the Change in Control Period (as defined below), ) (i) the Company terminates your Executive’s employment without Cause, or you resign for Good Reason, Cause (as defined below and other than as a result of your Executive’s death or disabilityDisability), or (ii) Executive resigns for Good Reason (as defined below), and provided in any case such termination constitutes a “separation from service” (”, as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, ) (a “Separation from Service”) (such termination described in (i) or (ii), then subject to the preconditions set forth in Section 7 belowan “Involuntary Termination”), you Executive shall be entitled to receive the following severance benefits, subject in all events to Executive’s compliance with Section 8.4 below: (i) The Company will Executive shall receive severance pay you an amount equal to 12 months in the form of your then-current continuation of Executive’s base salary in effect (excluding ignoring any salary reduction decrease that served as forms the basis for any Executive’s resignation for Good Reason resignation)Reason, less all applicable withholdings and deductions, paid over such 12-month period, if applicable) on the schedule described in Section 7 below.effective date of Executive’s Involuntary Termination for the first nine (9) months (the “Severance Period”) after the date of such termination; and (ii) You will remain If Executive is eligible for an annual bonus for the year in which your Separation from Service is effective, with the bonus amount and timely elects to be determined by the Board (or the Compensation Committee thereof) based on corporate performance during the year, and then prorated based on your months of service during the applicable bonus year. Any bonus awarded will be subject to deductions and withholdings and paid at the same time as when bonuses are paid to the rest of senior management. (iii) If you timely elect continued continue Executive’s health insurance coverage under COBRA for yourself and your covered dependents under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985 or the state equivalent (“COBRA”) following such Executive’s termination or resignation of employmentdate, then the Company shall will pay the entire COBRA premiums necessary to continue your group health insurance coverage in effect premiums for yourself Executive and your Executive’s eligible dependents on the termination date until the earliest of (A) the close of the 12 month period following the termination of your employmentSeverance Period, (B) the expiration of your Executive’s eligibility for the continuation coverage under COBRA, and or (C) the date when you become Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. If you become eligible for coverage For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under another employer's group a Section 125 health care reimbursement plan or otherwise cease to be eligible for COBRA during under the period provided in this clauseU.S. Internal Revenue Code. Notwithstanding the foregoing, you must immediately notify if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of such eventthe Public Health Service Act), and all payments and obligations under this clause shall cease.then

Termination Without Cause or Resignation for Good Reason Unrelated to Change in Control. If, If at any time outside except during the Change in Control Period (as defined below), ) (i) the Company terminates your Executive’s employment without Cause, or you resign for Good Reason, Cause (as defined below and other than as a result of your Executive’s death or disabilityDisability), or (ii) Executive resigns for Good Reason (as defined below), and provided in any case such termination constitutes a “separation from service” (”, as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, ) (a “Separation from Service”) (such termination described in (i) or (ii), then subject to the preconditions set forth in Section 7 belowan “Involuntary Termination”), you Executive shall be entitled to receive the following severance benefits, subject in all events to Executive’s compliance with Section 8.4 below: (i) The Company will Executive shall receive severance pay you an amount equal to 12 months in the form of your then-current continuation of Executive’s base salary in effect (excluding ignoring any salary reduction decrease that served as forms the basis for any Executive’s resignation for Good Reason resignation)Reason, less all applicable withholdings and deductions, paid over such 12-month period, if applicable) on the schedule described in Section 7 below.effective date of Executive’s Involuntary Termination for the first twelve (12) months (the “Severance Period”) after the date of such termination; (ii) You will remain If Executive is eligible for an annual bonus for the year in which your Separation from Service is effective, with the bonus amount and timely elects to be determined by the Board (or the Compensation Committee thereof) based on corporate performance during the year, and then prorated based on your months of service during the applicable bonus year. Any bonus awarded will be subject to deductions and withholdings and paid at the same time as when bonuses are paid to the rest of senior management. (iii) If you timely elect continued continue Executive’s health insurance coverage under COBRA for yourself and your covered dependents under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985 or the state equivalent (“COBRA”) following such Executive’s termination or resignation of employmentdate, then the Company shall will pay the entire COBRA premiums necessary to continue your group health insurance coverage in effect premiums for yourself Executive and your Executive’s eligible dependents on the termination date until the earliest of (A) the close of the 12 month period following the termination of your employmentSeverance Period, (B) the expiration of your Executive’s eligibility for the continuation coverage under COBRA, and or (C) the date when you become Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. If you become eligible for For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the U.S. Internal Revenue Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether Executive elects continued health coverage under another employer's group health plan or otherwise cease to be eligible for COBRA, and in lieu of providing the COBRA during the period provided in this clausepremiums, you must immediately notify the Company will instead pay Executive on the last day of such eventeach remaining month of the Severance Period, and all payments and obligations under this clause shall cease.a

Termination Without Cause or Resignation for Good Reason Unrelated to Change in Control. If, at any time outside the Change in Control Period (as defined below), the Company terminates your employment without Cause, or you resign for Good Reason, and other than as a result of your death or disability, and provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then subject to the preconditions set forth in Section 7 8 below, you shall be entitled to receive the following severance benefits:: ​ ​ ​ (i) The Company will pay you an amount equal to 12 months of your then-current base salary (excluding any salary reduction that served as the basis for any Good Reason resignation), less all applicable withholdings and deductions, paid over such 12-month period, on the schedule described in Section 7 8 below.. ​ (ii) You will remain eligible for an annual bonus for the year in which your Separation from Service is effective, with the bonus amount to be determined by the Board (or the Compensation Committee thereof) based on corporate performance during the year, and then prorated based on your months of service during the applicable bonus year. Any bonus awarded will be subject to deductions and withholdings and paid at the same time as when bonuses are paid to the rest of senior management.. ​ (iii) If you timely elect continued coverage under COBRA for yourself and your covered dependents under the Company’s group health plans following such termination or resignation of employment, then the Company shall pay the entire COBRA premiums necessary to continue your health insurance coverage in effect for yourself and your eligible dependents on the termination date until the earliest of (A) the close of the 12 month period following the termination of your employment, (B) the expiration of your eligibility for the continuation coverage under COBRA, and (C) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment. If you become eligible for coverage under another employer's group health plan or otherwise cease to be eligible for COBRA during the period provided in this clause, you must immediately notify the Company of such event, and all payments and obligations under this clause shall cease. ​ (iv) In the event your separation occurs after you complete one year of service with the Company, then the Company will accelerate the vesting of the Option such that 50% of the then unvested shares shall be deemed vested and exercisable.

Termination Without Cause or Resignation for Good Reason Unrelated to Change in Control. If, If at any time outside following the Public Company Date, except during the Change in Control Period (as defined below), (i) the Company terminates your Executive’s employment without Cause, or you resign for Good Reason, Cause (as defined below and other than as a result of your Executive’s death or disabilityDisability), or (ii) Executive resigns for Good Reason (as defined below), and provided in any case such termination constitutes a “separation from service” (”, as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, ) (a “Separation from Service”) (such termination described in (i) or (ii), then subject to the preconditions set forth in Section 7 belowan “Involuntary Termination”), you Executive shall be entitled to receive the following severance benefits, subject in all events to Executive’s compliance with Section 8.4 below: (i) The Company will Executive shall receive severance pay you an amount equal to 12 months in the form of your then-current continuation of Executive’s base salary in effect (excluding ignoring any salary reduction decrease that served as forms the basis for any Executive’s resignation for Good Reason resignation)Reason, less all applicable withholdings and deductions, paid over such 12-month period, if applicable) on the schedule described in Section 7 below.effective date of Executive’s Involuntary Termination for the nine (9) months (the “Severance Period”) after the date of such termination; (ii) You will remain If Executive is eligible for an annual bonus for the year in which your Separation from Service is effective, with the bonus amount and timely elects to be determined by the Board (or the Compensation Committee thereof) based on corporate performance during the year, and then prorated based on your months of service during the applicable bonus year. Any bonus awarded will be subject to deductions and withholdings and paid at the same time as when bonuses are paid to the rest of senior management. (iii) If you timely elect continued continue Executive’s health insurance coverage under COBRA for yourself and your covered dependents under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985 or the state equivalent (“COBRA”) following such Executive’s termination or resignation of employmentdate, then the Company shall will pay the entire COBRA premiums necessary to continue your group health insurance coverage in effect premiums for yourself Executive and your Executive’s eligible dependents on the termination date until the earliest of (A) the close of the 12 month period following the termination of your employmentSeverance Period, (B) the expiration of your Executive’s eligibility for the continuation coverage under COBRA, and or (C) the date when you become Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. If you become For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the U.S. Internal Revenue Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether Executive elects continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay Executive on the last day of each remaining month of the Severance Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA premiums would otherwise have been paid and shall be equal to the amount that the Company would have otherwise paid for COBRA premiums, and shall be paid until the earlier of (i) expiration of the Severance Period or (ii) the date when Executive becomes eligible for substantially equivalent health insurance coverage under another employer's group health in connection with new employment or self-employment; (iii) Notwithstanding anything to the contrary set forth in the governing plan documents and option agreement between you and the Company (the “Plan”) or any successor equity incentive plan or otherwise cease any award agreement, the vesting of all of Executive’s then-outstanding stock awards, including any Prior Equity Awards, that are subject to time-based vesting shall be accelerated such that on the effective date of such termination that number of the shares subject to time-based vesting in such stock awards granted to Executive prior to the effective date of such termination shall be vested as if Executive’s employment had continued for the duration of the Severance Period and shall immediately exercisable by Executive. Treatment of any performance-based vesting equity awards will be governed solely by the terms of the agreements under which such awards were granted and will not be eligible to accelerate vesting pursuant to the foregoing provision; and (iv) If requested by Executive, the Company shall pay for COBRA up to three (3) months of job-placement services with a service provider of the Company’s choosing, which must be utilized during the period provided six (6) months immediately following Executive’s termination of employment. The salary continuation payments described in this clauseSection 8.2 will be paid in substantially equal installments on the Company’s regular payroll schedule and subject to standard deductions and withholdings over the Severance Period following termination; provided, you must immediately notify however, that no payments will be made prior to the effectiveness of the Release (defined below). On the effective date of the Release, the Company will pay Executive the salary continuation payments that Executive would have received on or prior to such date in a lump sum under the original schedule but for the delay while waiting for the effectiveness of such eventthe release, and all payments and obligations under this clause shall ceasewith the balance of the cash severance being paid as originally scheduled.

Termination Without Cause or Resignation for Good Reason Unrelated to Change in Control. If, If at any time outside except during the Change in Control Period (as defined below), ) (i) the Company terminates your Executive’s employment without Cause, or you resign for Good Reason, Cause (as defined below and other than as a result of your Executive’s death or disabilityDisability), or (ii) Executive resigns for Good Reason (as defined below), and provided in any case such termination constitutes a “separation from service” (”, as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, ) (a “Separation from Service”) (such termination described in (i) or (ii), then subject to the preconditions set forth in Section 7 belowan “Involuntary Termination”), you Executive shall be entitled to receive the following severance benefits, subject in all events to Executive’s compliance with Section 8.4 below: (i) The Company will Executive shall receive severance pay you an amount equal to 12 months in the form of your then-current continuation of Executive’s base salary in effect (excluding ignoring any salary reduction decrease that served as forms the basis for any Executive’s resignation for Good Reason resignation)Reason, less all applicable withholdings and deductions, paid over such 12-month period, if applicable) on the schedule described in Section 7 below.effective date of Executive’s Involuntary Termination for the first nine (9) months (the “Severance Period”) after the date of such termination; and (ii) You will remain If Executive is eligible for an annual bonus for the year in which your Separation from Service is effective, with the bonus amount and timely elects to be determined by the Board (or the Compensation Committee thereof) based on corporate performance during the year, and then prorated based on your months of service during the applicable bonus year. Any bonus awarded will be subject to deductions and withholdings and paid at the same time as when bonuses are paid to the rest of senior management. (iii) If you timely elect continued continue Executive’s health insurance coverage under COBRA for yourself and your covered dependents under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985 or the state equivalent (“COBRA”) following such Executive’s termination or resignation of employmentdate, then the Company shall will pay the entire COBRA premiums necessary to continue your group health insurance coverage in effect premiums for yourself Executive and your Executive’s eligible dependents on the termination date until the earliest of (A) the close of the 12 month period following the termination of your employmentSeverance Period, (B) the expiration of your Executive’s eligibility for the continuation coverage under COBRA, and or (C) the date when you become Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. If you become eligible for For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the U.S. Internal Revenue Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether Executive elects continued health coverage under another employer's group health plan or otherwise cease to be eligible for COBRA, and in lieu of providing the COBRA during the period provided in this clausepremiums, you must immediately notify the Company will instead pay Executive on the last day of each remaining month of the Severance Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such eventamount, the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA premiums would otherwise have been paid and all payments and obligations under this clause shall cease.be equal to the amount that the Company would have