Common use of Termination Without Cause or Resignation for Good Reason Clause in Contracts

Termination Without Cause or Resignation for Good Reason. In the event the Employment Term is terminated by the Company without Cause or Executive resigns for Good Reason, then the Company shall provide Executive with: (i) any Sign-on Bonus owed under Section 4 as set forth above; (ii) any Final Compensation; (iii) severance pay in the form of (x) a lump sum payment equal to six (6) months’ Base Salary and (y) reimbursement by the Company of group health insurance premiums at such costs to Executive as would have applied in the absence of such termination for six (6) months following termination if Executive is eligible to continue Executive’s group health benefits under COBRA or any state law equivalent COBRA (and elects to continue such group health benefits) (the “Severance Pay”). Executive’s receipt of the Severance Pay is subject to (x) Executive’s written resignation from the Board and any officer positions effective within five (5) days after Executive’s employment terminates; (y) Executive’s execution and delivery of a release of claims in favor of the Company Group and their respective agents, officers, and directors, in substantially the form attached hereto as Exhibit “A” (the “Release”) and such Release becoming effective within twenty-one (21) days following the date of termination (such twenty-one (21)-day period, the “Release Execution Period”); and (z) Executive’s compliance with the covenants and obligations contained in this Agreement. The Severance Pay will be made beginning seven (7) days after any revocation period in the Release has expired and the first such payment shall include all payments that would have occurred had the Release become effective on the date Executive’s employment terminated.

Termination Without Cause or Resignation for Good Reason. In the event the Employment Term is terminated by If the Company terminates the Executive’s employment without Cause or the Executive resigns for Good ReasonReason (as defined below), the Company shall pay the Executive any earned but unpaid Base Salary and unused vacation accrued (if applicable) through the date of termination, at the rates then in effect, less standard deductions and withholdings. In addition, if the Executive DB1/ 100340191.3 Dermavant Sciences, Inc. • dxxxxxxxx.xxx furnishes to the Company an executed waiver and release of claims in the form substantially similar to that attached hereto as Exhibit A, with any changes that the Company determines are necessary to comply with applicable law (the “Release”), which Release is non-revocable prior to the Release Date (as defined below), and if the Executive allows the Release to become effective in accordance with its terms, then the Company Executive shall provide Executive withreceive: (i) any Sign-on Bonus owed under Section 4 as set forth above; (ii) any Final Compensation; (iii) severance pay in the form of (x) a lump sum payment equal to six (6) months’ Base Salary and (yA) reimbursement by the Company of insurance coverage under COBRA, subject to Executive’s election and period of eligibility for such coverage, until the earlier of nine (9) months from the date of the termination of employment, or until Executive becomes eligible to be covered under a subsequent employer’s group health insurance premiums at such costs plan, and (B) an aggregate amount equal to Executive as would have applied in the absence of such termination for six nine (69) months following termination if Executive is eligible to continue of the Executive’s group health benefits under COBRA or any state law equivalent COBRA then-current Base Salary, payable in equal installments over the nine (and elects to continue such group health benefits9) (month period following the “Severance Pay”). date of the Executive’s receipt of the Severance Pay is subject to termination in accordance with customary payroll practices, but no less frequently than monthly. Such payments shall commence within ten (x) Executive’s written resignation from the Board and any officer positions effective within five (5) days after Executive’s employment terminates; (y) Executive’s execution and delivery of a release of claims in favor of the Company Group and their respective agents, officers, and directors, in substantially the form attached hereto as Exhibit “A” (the “Release”) and such Release becoming effective within twenty-one (2110) days following the date of termination (such twenty-one (21)-day period, the “Release Execution Period”); Date and (z) Executive’s compliance with the covenants and obligations contained in this Agreement. The Severance Pay will be made beginning seven (7) days after any revocation period in the Release has expired and the first such payment shall include all payments that would have occurred had the Release become effective on the date Executive’s employment terminatedsubject to required withholding.

Termination Without Cause or Resignation for Good Reason. In If the event Executive’s employment with the Employment Term Company is terminated by the Company without Cause or the Executive resigns for Good ReasonReason (as defined below), then the Company shall pay the Executive any earned but unpaid Base Salary and unused vacation accrued (if applicable) through the date of termination, at the rates then in effect, less standard deductions and withholdings. In addition, if the Executive furnishes to the Company an executed waiver and release of claims in a form provided by the Company, which may include an obligation for the Executive to provide reasonable transition assistance (the “Release”) that is nonrevocable prior to the Release Date (as defined below), and if the Executive with: allows the Release to become effective in accordance with its terms, then the Executive shall receive an (i) any Sign-on an Annual Performance Bonus owed under Section 4 as set forth above; for the year of termination, payable at the same time that Annual Bonuses are paid to active employees of the Company, (ii) any Final Compensation; (iii) severance pay in continued payments of the form of (x) a lump sum payment equal to Executive’s Base Salary for the six (6) months’ Base Salary month period following termination, payable in equal installments in accordance with customary payroll practices, but no less frequently than monthly, and (yiii) reimbursement by the Company of group health insurance premiums at such costs to Executive as would have applied in the absence of such termination for COBRA coverage for six (6) months following termination if Executive is eligible of employment, which shall be taxable to continue the Executive’s group health benefits under COBRA or any state law equivalent COBRA , to the extent required by applicable law. The installment payments set forth in the preceding clause (and elects to continue such group health benefitsii) shall commence within ten (the “Severance Pay”). Executive’s receipt of the Severance Pay is subject to (x) Executive’s written resignation from the Board and any officer positions effective within five (5) days after Executive’s employment terminates; (y) Executive’s execution and delivery of a release of claims in favor of the Company Group and their respective agents, officers, and directors, in substantially the form attached hereto as Exhibit “A” (the “Release”) and such Release becoming effective within twenty-one (2110) days following the date of termination (such twenty-one (21)-day periodRelease Date and will be subject to required withholding; provided that, any amounts that would have otherwise been paid during the “Release Execution Period”); and (z) period between the Executive’s compliance with the covenants and obligations contained in this Agreement. The Severance Pay will be made beginning seven (7) days after any revocation period in the Release has expired termination date and the first such payment shall include all payments that would have occurred had date in accordance with payroll practices will be included in the Release become effective on the date Executive’s employment terminatedfirst payment.

Termination Without Cause or Resignation for Good Reason. In If the event Executive’s employment with the Employment Term Company is terminated by the Company without Cause or the Executive resigns for Good ReasonReason (as defined below), then the Company shall provide pay the Executive with: (i) any Sign-on Bonus owed under Section 4 as set forth above; (ii) any Final Compensation; (iii) severance pay in the form of (x) a lump sum payment equal to six (6) months’ earned but unpaid Base Salary and unused vacation accrued (yif applicable) reimbursement by through the date of termination, at the rates then in effect, less standard deductions and withholdings. In addition, if the Executive furnishes to the Company of group health insurance premiums at such costs to Executive as would have applied in the absence of such termination for six (6) months following termination if Executive is eligible to continue Executive’s group health benefits under COBRA or any state law equivalent COBRA (an executed waiver and elects to continue such group health benefits) (the “Severance Pay”). Executive’s receipt of the Severance Pay is subject to (x) Executive’s written resignation from the Board and any officer positions effective within five (5) days after Executive’s employment terminates; (y) Executive’s execution and delivery of a release of claims in favor of a form provided by the Company Group and their respective agentsCompany, officers, and directors, in substantially which may include an obligation for the form attached hereto as Exhibit “A” Executive to provide reasonable transition assistance (the “Release”) that is nonrevocable prior to the Release Date (as defined below), and such if the Executive allows the Release becoming to become effective in accordance with its terms, then the Executive shall receive an (i) an Annual Performance Bonus for the year of termination, payable at the same time that Annual Bonuses are paid to active employees of the Company, (ii) continued payments of the Executive’s Base Salary for the one year period following termination, payable in equal installments in accordance with customary payroll practices, but no less frequently than monthly, and (iii) reimbursement for COBRA coverage for twelve (12) months following termination of employment, which shall be taxable to the Executive, to the extent required by applicable law. The installment payments set forth in the preceding clause (ii) shall commence within twenty-one ten (2110) days following the date of termination (such twenty-one (21)-day periodRelease Date and will be subject to required withholding; provided that, any amounts that would have otherwise been paid during the “Release Execution Period”); and (z) period between the Executive’s compliance with the covenants and obligations contained in this Agreement. The Severance Pay will be made beginning seven (7) days after any revocation period in the Release has expired termination date and the first such payment shall include all payments that would have occurred had date in accordance with payroll practices will be included in the Release become effective on the date Executive’s employment terminatedfirst payment.

Termination Without Cause or Resignation for Good Reason. In If the event Executive’s employment with the Employment Term Company is terminated by the Company without Cause or the Executive resigns for Good ReasonReason (as defined below), then the Company shall provide pay the Executive with: (i) any Sign-on Bonus owed under Section 4 as set forth above; (ii) any Final Compensation; (iii) severance pay in the form of (x) a lump sum payment equal to six (6) months’ earned but unpaid Base Salary and unused vacation accrued (yif applicable) reimbursement by through the date of termination, at the rates then in effect, less standard deductions and withholdings. In addition, if the Executive furnishes to the Company of group health insurance premiums at such costs to Executive as would have applied in the absence of such termination for six (6) months following termination if Executive is eligible to continue Executive’s group health benefits under COBRA or any state law equivalent COBRA (an executed waiver and elects to continue such group health benefits) (the “Severance Pay”). Executive’s receipt of the Severance Pay is subject to (x) Executive’s written resignation from the Board and any officer positions effective within five (5) days after Executive’s employment terminates; (y) Executive’s execution and delivery of a release of claims in favor of a form provided by the Company Group and their respective agentsCompany, officers, and directors, in substantially which may include an obligation for the form attached hereto as Exhibit “A” Executive to provide reasonable transition assistance (the “Release”) that is nonrevocable prior to the Release Date (as defined below), and such if the Executive allows the Release becoming to become effective in accordance with its terms, then the Executive shall receive an (i) an Annual Performance Bonus for the year of termination, payable at the same time that Annual Bonuses are paid to active employees of the Company, (ii) continued payments of the Executive’s Base Salary for the nine (9) month period following termination, payable in equal installments in accordance with customary payroll practices, but no less frequently than monthly, and (iii) reimbursement for COBRA coverage for nine (9) months following termination of employment, which shall be taxable to the Executive, to the extent required by applicable law. The installment payments set forth in the preceding clause (ii) shall commence within twenty-one ten (2110) days following the date of termination (such twenty-one (21)-day periodRelease Date and will be subject to required withholding; provided that, any amounts that would have otherwise been paid during the “Release Execution Period”); and (z) period between the Executive’s compliance with the covenants and obligations contained in this Agreement. The Severance Pay will be made beginning seven (7) days after any revocation period in the Release has expired termination date and the first such payment shall include all payments that would have occurred had date in accordance with payroll practices will be included in the Release become effective on the date Executive’s employment terminatedfirst payment.

Termination Without Cause or Resignation for Good Reason. In the event the Employment Term If Executive' s employment under this Agreement is terminated by the Company without Cause or Executive resigns for Good Reason, then then, in addition to the amounts described in Section 4.5.1 , and conditioned upon Executive executing and not revoking the Release within the time periods specified therein, the Company shall will provide Executive withthe following separation benefits: (i) any Sign-on Bonus owed under Section 4 the Company will continue Executive' s Base Salary (at the rate in effect as set forth above; (iiof the termination) any Final Compensation; (iii) severance pay in the form for a period of (xA) a lump sum payment equal to six (6) months’ Base Salary and (y) reimbursement by the Company of group health insurance premiums at such costs to Executive as would have applied in the absence of such termination for six (6) months if the termination occurs within two (2) years following the Effective Date, or (B) twelve (12) months if the termination occurs more than two (2) years following the Effective Date, in either case beginning on the sixtieth (60th) day following the termination of Executive' s employment with the Company; (ii) Executive shall be entitled to a pro-rata share of the Annual Milestone Bonus for the year in which the termination occurred, to be paid when and if such Annual Milestone Bonus would have been paid under this Agreement; and (iii) if Executive is eligible to continue Executive’s group timely elects continued health benefits insurance coverage under COBRA or any state law equivalent COBRA (and elects COBRA, the Company shall pay the entire premium necessary to continue such coverage for Executive and Executive's eligible dependents until the conclusion of the time when Executive is receiving continuation of Base Salary payments or until Executive becomes eligible for group health benefits) (the “Severance Pay”)insurance coverage under another employer's plan, whichever occurs first. Executive’s receipt of the Severance Pay is The Base Salary payments will be subject to (x) Executive’s written resignation from the Board standard payroll deductions and any officer positions effective within five (5) days after Executive’s employment terminates; (y) Executive’s execution withholdings and delivery of a release of claims in favor of the Company Group and their respective agents, officers, and directors, in substantially the form attached hereto as Exhibit “A” (the “Release”) and such Release becoming effective within twenty-one (21) days following the date of termination (such twenty-one (21)-day period, the “Release Execution Period”); and (z) Executive’s compliance with the covenants and obligations contained in this Agreement. The Severance Pay will be made beginning seven (7) days after on the Company's regular payroll cycle, provided, however, that any revocation period payments otherwise scheduled to be made prior to the effective date of the Release shall accrue and be paid in the Release has expired and the first payroll period that follows such payment shall include all payments that would have occurred had the Release become effective on the date Executive’s employment terminateddate.

Termination Without Cause or Resignation for Good Reason. In the event the Employment Term is terminated by If the Company terminates Executive’s employment involuntarily without Cause (excluding any termination due to death or Disability) or Executive resigns for Good Reason, then then, subject to the Company limitations of Sections 7 and 8 below, Executive shall provide Executive withbe entitled to receive: (i) any Signcontinuing severance pay at a rate equal to one-on Bonus owed under Section 4 hundred percent (100%) of the Executive’s Base Salary, as set forth abovethen in effect (less applicable withholding), for a period of eighteen (18) months from the date of such termination, paid in accordance with the Company’s normal payroll practices; (ii) any Final Compensationto the extent not already earned and accrued, a lump sum equivalent to one hundred percent (100%) of Executive’s AIP bonus as in effect at the time of the applicable termination or resignation, less applicable withholding, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company (for avoidance of doubt in no case would Executive be entitled to more than one AIP bonus payment under the terms of this provision); (iii) severance pay in the form accelerated vesting of (x) a lump sum payment equal to six (6) months’ Base Salary and (y) reimbursement Executive’s outstanding Company service-based restricted stock units that would have vested had Executive remained employed by the Company for twelve (12) months following the termination date, and subject to any required approval by the Board; and (iv) provided Executive timely elects healthcare continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of group health insurance 1986 (“COBRA”), Company reimbursement of Executive for, or direct payment of, Executive’s COBRA premiums (at such costs the coverage level in effect immediately prior to Executive’s termination) until the earlier of eighteen (18) months following the termination date or the date Executive as would have applied becomes covered under similar plans. If the Company determines, in its sole discretion, that it cannot provide the absence foregoing benefit related to COBRA premiums without potentially violating, or being subject to an excise tax under, applicable law, the Company will instead provide a taxable monthly payment of such termination for six an equivalent amount, which will be made regardless of whether Executive elects COBRA and continue until the earlier of eighteen (618) months following termination if Executive is eligible to continue Executive’s group health benefits under COBRA or any state law equivalent COBRA (and elects to continue such group health benefits) (the “Severance Pay”). Executive’s receipt of the Severance Pay is subject to (x) Executive’s written resignation from the Board and any officer positions effective within five (5) days after Executive’s employment terminates; (y) Executive’s execution and delivery of a release of claims in favor of the Company Group and their respective agents, officers, and directors, in substantially the form attached hereto as Exhibit “A” (the “Release”) and such Release becoming effective within twenty-one (21) days following the date of termination (such twenty-one (21)-day period, the “Release Execution Period”); and (z) Executive’s compliance with the covenants and obligations contained in this Agreement. The Severance Pay will be made beginning seven (7) days after any revocation period in the Release has expired and the first such payment shall include all payments that would have occurred had the Release become effective on the date Executive’s employment terminatedExecutive becomes covered under similar plans.

Termination Without Cause or Resignation for Good Reason. In the event the Employment Term If Executive's employment is terminated by the Company without Cause or by Executive resigns for Good Reason, then then, subject to Section 7, Executive (or Executive's heirs or estate in the Company shall provide event of Executive's death after Executive withhas become entitled to the following payments and benefits) will receive from the Company: (i) any Sign-on Bonus owed under Section 4 as set forth above; continued payment of Executive's then Base Salary for a period of 12 months (the "Continuance Period") payable in accordance with Majesco's regular payroll practices (except that the aggregate amount of the 12 months of Base Salary shall instead be entirely made in a single cash lump sum payment upon Executive's termination of employment if such employment is terminated within a period three months prior to a Change in Control and 12 months after a Change in Control), (ii) any Final Compensationa cash lump sum payment, paid at the time the Annual Bonus is generally paid, (but in no event later than 90 days after the end of the Company's fiscal year), equal to the then Target Bonus percentage multiplied by Executive's then Base Salary; (iii) severance pay in for any such termination occurring within 90 days after an Annual Period, but prior to the form payment of any Annual Bonus for such Annual Period, an Annual Bonus with respect to such preceding Annual Period (xpayable within 90 days following the end of such Annual Period), provided that Executive would have otherwise received an Annual Bonus if he had remained employed as of the date of the payment of such Annual Bonus for such Annual Period; or for any such termination occurring after October 31, 2004 and before February 1, 2005, but prior to the payment of any Interim Bonus, an Interim Bonus (payable no later than January 31, 2005), provided that Executive would have otherwise received an Interim Bonus if he had remained employed as of the date of the payment of such Interim Bonus; (iv) a cash lump sum payment equal of the Change in Control Bonus, if such termination occurs within three months prior to six a Change in Control or if earned at the time of termination, but not otherwise paid pursuant to Section 3(e); (6) months’ Base Salary and (yv) reimbursement by for any applicable premiums Executive pays to continue coverage for Executive and Executive's eligible dependents under the Company of group health insurance premiums at such costs to Executive Company's Benefit Plans for the Continuance Period or as would have applied in the absence of such termination for six (6) months following termination otherwise provided under Section 4, or, if earlier, until Executive is eligible to continue for similar benefits from another employer (excluding Executive’s group health benefits under COBRA or any state law equivalent COBRA 's continuation of his Section 4 arrangements with another employer) (and provided Executive validly elects to continue such group health benefitscoverage under applicable law), and (vi) immediate vesting and exercisability of Executive's unvested stock options (or other unvested compensatory equity awards) as follows: Executive's stock options (or other unvested compensatory equity awards) shall vest as if Executive remained in the “Severance Pay”). Executive’s receipt of the Severance Pay is subject to (x) Executive’s written resignation from the Board and any officer positions effective within five (5) days after Executive’s employment terminates; (y) Executive’s execution and delivery of a release of claims in favor employ of the Company Group for 18 months following such termination of employment; provided, however, that if such termination occurs during the period commencing three months prior to a Change in Control and their respective agents, officers, and directors, in substantially the form attached hereto as Exhibit “A” (the “Release”) and such Release becoming effective within twenty-one (21) days following the date of termination (such twenty-one (21)-day period, the “Release Execution Period”); and (z) Executive’s compliance with the covenants and obligations contained in this Agreement. The Severance Pay will be made beginning seven (7) days after any revocation period in the Release has expired and the first such payment shall include all payments that would have occurred had the Release become effective ending on the date that is 12 months after a Change in Control, Executive’s employment terminated's stock options (or other unvested compensatory equity) shall all be immediately and fully vested and exercisable.

Termination Without Cause or Resignation for Good Reason. In the event the Employment Term If Executive's employment is terminated by the Company without Cause or by Executive resigns for Good Reason, then then, subject to Section 7, Executive (or Executive's heirs or estate in the Company shall provide event of Executive's death after Executive withhas become entitled to the following payments and benefits) will receive from the Company: (i) any Sign-on Bonus owed under Section 4 as set forth above; continued payment of Executive's then Base Salary for a period of 12 months (the "Continuance Period") payable in accordance with Ma jesco's regular payroll practices (ii) for any Final Compensationsuch termination occurring within 90 days after an Annual Period, but prior to the payment of any Annual Bonus for such Annual Period, an Annual Bonus with respect to such preceding Annual Period (payable within 90 days following the end of such Annual Period), provided that Executive would have otherwise received an Annual Bonus if he had remained employed as of the date of the payment of such Annual Bonus for such Annual Period; (iii) severance pay in reimbursement for any applicable premiums Executive pays to continue coverage for Executive and Executive's eligible dependents under the form Company's Group Health benefit plans under COBRA for a period of (x) a lump sum payment equal to six (6) eighteen months’ Base Salary and (y) reimbursement by the Company of group health insurance premiums at such costs to Executive as would have applied in the absence of such termination for six (6) months following termination , or, if earlier, until Executive is eligible to continue Executive’s group health for similar benefits under COBRA or any state law equivalent COBRA from another employer (and provided Executive validly elects to continue such group health benefitscoverage under applicable law), (iv) (the “Severance Pay”). Executive’s receipt of the Severance Pay is Executive will be paid any accrued but unpaid salary, accrued but unused vacation, expense reimbursements and other benefits due to Executive through his termination date under any Company-provided or paid plans, policies, and arrangements in accordance with and subject to (x) Executive’s written resignation from the Board terms of such plans, policies and any officer positions effective within five (5) days after Executive’s employment terminates; (y) Executive’s execution and delivery of a release of claims in favor of the Company Group and their respective agents, officers, and directors, in substantially the form attached hereto as Exhibit “A” (the “Release”) and such Release becoming effective within twenty-one (21) days following the date of termination (such twenty-one (21)-day period, the “Release Execution Period”); and (z) Executive’s compliance with the covenants and obligations contained in this Agreement. The Severance Pay will be made beginning seven (7) days after any revocation period in the Release has expired and the first such payment shall include all payments that would have occurred had the Release become effective on the date Executive’s employment terminatedarrangements.

Termination Without Cause or Resignation for Good Reason. In the event the Employment Term If at any time Executive’s employment is terminated by the Company without Cause or Executive resigns for Good ReasonReason (as both are defined below), then the Company shall provide pay Executive with: (i) any Sign-on Bonus owed under Section 4 as set forth above; (ii) any Final Compensation; (iii) severance pay earned but unpaid base salary and unused vacation benefits accrued through the date of termination, at the rates then in the form of (x) a lump sum payment equal effect, less standard deductions and withholdings. In addition, if Executive furnishes to six (6) months’ Base Salary and (y) reimbursement by the Company of group health insurance premiums at such costs to Executive as would have applied in the absence of such termination for six (6) months following termination if Executive is eligible to continue Executive’s group health benefits under COBRA or any state law equivalent COBRA (an executed waiver and elects to continue such group health benefits) (the “Severance Pay”). Executive’s receipt of the Severance Pay is subject to (x) Executive’s written resignation from the Board and any officer positions effective within five (5) days after Executive’s employment terminates; (y) Executive’s execution and delivery of a release of claims in favor of a form to be provided by the Company Group and their respective agents, officers, and directors, in substantially the form attached hereto as Exhibit “A” (the “Release”) within the time period specified therein, but in no event later than forty-five days following Executive’s termination, and if Executive allows such Release becoming to become effective within twenty-one in accordance with its terms, then the Company shall continue payment of Executive’s Base Salary as in effect immediately preceding the last day of the Employment Term (21ignoring any decrease in Base Salary that forms the basis for Good Reason), for a period of twelve (12) days months following the termination date on the Company’s regular payroll dates (the “Severance Payments”); provided, however, that any payments otherwise scheduled to be made prior to the effective date of the Release (namely, the date it can no longer be revoked) shall accrue and be paid in the first payroll date that follows such effective date with subsequent payments occurring on each subsequent Company payroll date. In addition, in the event that Executive elects COBRA continuation coverage, the Company shall pay Executive’s COBRA premiums until the earlier of twelve months following the termination of employment or the date Executive becomes eligible for coverage under another employer’s health plan (such twenty-one (21)-day periodthe “COBRA Benefits”, and together with the Severance Payments, the “Release Execution PeriodSeverance Benefits”); and (z) Executive’s compliance with the covenants and obligations contained in this Agreement. The Severance Pay will be made beginning seven (7) days after any revocation period in the Release has expired and the first such payment shall include all payments that would have occurred had the Release become effective on the date Executive’s employment terminated.

Termination Without Cause or Resignation for Good Reason. In the event the Employment Term If Executive's employment is terminated by the Company without Cause or by Executive resigns for Good Reason, then the Company shall provide then, subject to Section 7, Executive withwill receive: (i) any Sign-on Bonus owed under Section 4 as set forth above; continued payment of Base Salary for a period of 12 months (the "Continuance Period"), (ii) any Final Compensation; a lump-sum payment, paid at the time fiscal year bonuses are paid to other executives, equal to Executive's then current Target Bonus, (iii) severance pay in reimbursement for any applicable premiums Executive pays to continue coverage for Executive and Executive's eligible dependents under the form of (x) a lump sum payment equal to six (6) months’ Base Salary and (y) reimbursement by Company's Benefit Plans for the Company of group health insurance premiums at such costs to Executive as would have applied in the absence of such termination for six (6) months following termination Continuance Period, or, if earlier, until Executive is eligible to continue Executive’s group health for similar benefits under COBRA or any state law equivalent COBRA from another employer (and provided Executive validly elects to continue such group health benefits) (the “Severance Pay”coverage under applicable law). Executive’s receipt of the Severance Pay is subject to (x) Executive’s written resignation from the Board and any officer positions effective within five (5) days after Executive’s employment terminates; (y) Executive’s execution and delivery of a release of claims in favor of the Company Group and their respective agents, officers, and directors, in substantially the form attached hereto as Exhibit “A” (the “Release”iv) and such Release becoming effective within twenty-one (21) days following the date immediate vesting of termination (such twenty-one (21)-day period, the “Release Execution Period”); and (z) Executive’s compliance with the covenants and obligations contained in this Agreement. The Severance Pay will be made beginning seven (7) days after any revocation period in the Release has expired and the first such payment shall include all payments unvested equity awards that would have occurred vested had Executive otherwise remained an employee for the Release become effective 12 month period commencing on his termination date. Notwithstanding clause (iv) of the date preceding sentence, if a termination described in the preceding sentence occurs within the period beginning three months prior to a Change of Control and ending 12 months following a Change of Control, Executive will receive immediate vesting with respect to all unvested equity awards that would have vested had Executive otherwise remained an employee for an additional 24 months instead of 12 months. Executive’s employment terminated's vested equity awards will remain exercisable in accordance with the terms of the applicable Company equity compensation plan and the corresponding award agreements and thereafter will expire to the extent not exercised. If Executive is terminated prior to a Change of Control and Executive is entitled to receive severance under this Section 6(a), Executive's unvested equity awards will remain outstanding for three months (subject to the maximum term stated in the applicable award agreement).

Termination Without Cause or Resignation for Good Reason. In If the event Executive’s employment with the Employment Term Company is terminated by the Company without Cause or the Executive resigns for Good ReasonReason (as defined below), then the Company shall provide pay the Executive with: (i) any Sign-on Bonus owed under Section 4 as set forth above; (ii) any Final Compensation; (iii) severance pay in the form of (x) a lump sum payment equal to six (6) months’ earned but unpaid Base Salary and unused vacation accrued (yif applicable) reimbursement by through the date of termination, at the rates then in effect, less standard deductions and withholdings. In addition, if the Executive furnishes to the Company of group health insurance premiums at such costs to Executive as would have applied in the absence of such termination for six (6) months following termination if Executive is eligible to continue Executive’s group health benefits under COBRA or any state law equivalent COBRA (an executed waiver and elects to continue such group health benefits) (the “Severance Pay”). Executive’s receipt of the Severance Pay is subject to (x) Executive’s written resignation from the Board and any officer positions effective within five (5) days after Executive’s employment terminates; (y) Executive’s execution and delivery of a release of claims in favor of a form provided by the Company Group and their respective agentsCompany, officers, and directors, in substantially which may include an obligation for the form attached hereto as Exhibit “A” Executive to provide reasonable transition assistance (the “Release”) that is nonrevocable prior to the Release Date (as defined below), and such if the Executive allows the Release becoming to become effective in accordance with its terms, then the Executive shall receive an (i) an Annual Performance Bonus for the year of termination, payable at the same time that Annual Bonuses are paid to active employees of the Company, (ii) continued payments of the Executive’s Base Salary for the one year period following termination, payable in equal installments in accordance with customary payroll practices, but no less frequently than monthly, and (iii) reimbursement for COBRA coverage for twelve (12) months following termination of employment, which shall be taxable to the Executive, to the extent required by applicable law. The installment payments set forth in the preceding clause (ii) shall commence within twenty-one ten (2110) days following the date of termination (such twenty-one (21)-day periodRelease Date and will be subject to required withholding; provided that, any amounts that would have otherwise been paid during the “Release Execution Period”); and (z) period between the Executive’s compliance with the covenants and obligations contained in this Agreement. The Severance Pay will be made beginning seven (7) days after any revocation period in the Release has expired termination date and the first such payment shall include all payments that would have occurred had date in accordance with payroll practices will be included in the Release become effective on the date Executive’s employment terminated.first payment. March 9, 2018

Termination Without Cause or Resignation for Good Reason. In the event the Employment Term is terminated by If the Company terminates the Executive’s employment without Cause or the Executive resigns for Good ReasonReason (as defined below), then the Company shall provide pay the Executive with: any earned but unpaid Base Salary and unused vacation accrued (if applicable) through the date of termination, at the rates then in effect, less standard deductions and withholdings. In addition, if the Executive furnishes to the Company an executed waiver and release of claims in the form substantially similar to that attached hereto as Exhibit A, with any changes that the Company determines are necessary to comply with applicable law (the “Release”), which Release is non-revocable prior to the Release Date (as defined below), and if the Executive allows the Release to become effective in accordance with its terms, then (i) any Sign-on Bonus owed under Section 4 as set forth above; (ii) any Final Compensation; (iii) severance pay in the form of (x) a lump sum payment Executive shall receive an aggregate amount equal to six (6) months’ months of the Executive’s then current Base Salary and (y) reimbursement by Salary, payable in equal installments over the Company of group health insurance premiums at such costs to Executive as would have applied in the absence of such termination for six (6) months following termination if Executive is eligible to continue Executive’s group health benefits under COBRA or any state law equivalent COBRA (and elects to continue such group health benefits) (the “Severance Pay”). Executive’s receipt of the Severance Pay is subject to (x) Executive’s written resignation from the Board and any officer positions effective within five (5) days after Executive’s employment terminates; (y) Executive’s execution and delivery of a release of claims in favor of the Company Group and their respective agents, officers, and directors, in substantially the form attached hereto as Exhibit “A” (the “Release”) and such Release becoming effective within twenty-one (21) days month period following the date of the Executive’s termination in accordance with customary payroll practices, but no less frequently than monthly, and (such twenty-one (21)-day periodii) if the Executive timely elects to continue coverage, the Company shall pay the additional cost of premiums necessary for the Executive to maintain the medical/dental/vision benefits to which the Executive is entitled under COBRA for a period (the “Release Execution COBRA Payment Period”); and (z) Executive’s compliance with ending upon the covenants and obligations contained in this Agreement. The Severance Pay will be made beginning seven (7) days after any revocation period in occurrence of the Release has expired and the first such payment shall include all payments that would have occurred had the Release become effective on the date Executive’s employment terminated.earliest

Termination Without Cause or Resignation for Good Reason. In If the event Executive’s employment with the Employment Term Company is terminated by the Company without Cause or the Executive resigns for Good ReasonReason (as defined below), then the Company shall provide pay the Executive with: (i) any Sign-on Bonus owed under Section 4 as set forth above; (ii) any Final Compensation; (iii) severance pay in the form of (x) a lump sum payment equal to six (6) months’ earned but unpaid Base Salary and unused vacation accrued (yif applicable) reimbursement by through the date of termination, at the rates then in effect, less standard deductions and withholdings. In addition, if the Executive furnishes to the Company of group health insurance premiums at such costs to Executive as would have applied in the absence of such termination for six (6) months following termination if Executive is eligible to continue Executive’s group health benefits under COBRA or any state law equivalent COBRA (an executed waiver and elects to continue such group health benefits) (the “Severance Pay”). Executive’s receipt of the Severance Pay is subject to (x) Executive’s written resignation from the Board and any officer positions effective within five (5) days after Executive’s employment terminates; (y) Executive’s execution and delivery of a release of claims in favor of a form provided by the Company Group and their respective agentsCompany, officers, and directors, in substantially which may include an obligation for the form attached hereto as Exhibit “A” Executive to provide reasonable transition assistance (the “Release”) that is nonrevocable prior to the Release Date (as defined below), and such if the Executive allows the Release becoming to become effective in accordance with its terms, then the Executive shall receive an (i) an Annual Performance Bonus for the year of termination, payable at the same time that Annual Bonuses are paid to active employees of the Company, (ii) continued payments of the Executive’s Base Salary for the one year period following termination, payable in equal installments in accordance with customary payroll practices, but no less frequently than monthly, and (iii) reimbursement for COBRA coverage for twelve (12) months following termination of employment, which shall be taxable to the Executive, to the extent required by applicable law. The installment payments set forth in the preceding clause (ii) shall commence within twenty-one ten (2110) days following the date of termination (such twenty-one (21)-day periodRelease Date and will be subject to required withholding; provided that, any amounts that would have otherwise been paid during the “Release Execution Period”); and (z) period between the Executive’s compliance with the covenants and obligations contained in this Agreement. The Severance Pay will be made beginning seven (7) days after any revocation period in the Release has expired termination date and the first such payment shall include all payments that would have occurred had date in accordance with payroll March 9, 2018 practices will be included in the Release become effective on the date Executive’s employment terminatedfirst payment.