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

Termination Without Cause; Resignation for Good Reason. (other than in connection with a Change in Control). In the event Employee’s employment with the Company is terminated by the Company without Cause, or Employee resigns for Good Reason (as defined below), in either case at any time other than during the three months before a Change in Control (as defined below) or during the 12 months following a Change in Control, then 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”), and provided that Employee complies with the conditions set forth in Section 4(e), the Company shall provide Employee with the following severance benefits: (i) Severance pay in the form of a single lump sum payment equal to six months of Employee’s base salary (the “Cash Severance”). Such payment shall be calculated ignoring any decrease in Employee’s base salary that forms the basis for Employee’s resignation for Good Reason and shall be paid in a lump sum on the 60th day following Employee’s Separation from Service. (ii) ff Employee is eligible for and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following Employee’s termination, the Company will pay the COBRA group health insurance premiums for Employee and Employee’s eligible dependents until the earliest of (A) the close of the six-month period following the termination of Employee’s employment (the “COBRA Payment Period”), (B) the expiration of Employee’s eligibility for the continuation coverage under COBRA, or (C) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. References to COBRA premiums shall not include any amounts payable by Employee under an Internal Revenue Code Section 125 health care reimbursement plan. 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 Employee elects continued health coverage under COBRA, in lieu of providing the COBRA premiums, the Company will instead pay to Employee, on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.

Termination Without Cause; Resignation for Good Reason. If, at any time, the Company terminates your employment without Cause or if you resign your employment for Good Reason, (either such termination referred to as a “Qualifying Termination”), and other than in connection with as a Change in Control). In the event Employee’s employment with the Company is terminated by the Company without Causeresult of your death or disability, or Employee resigns for Good Reason (as defined below), in either case at any time other than during the three months before a Change in Control (as defined below) or during the 12 months following a Change in Control, then 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 your obligations and provided that Employee complies with the conditions set forth in Section 4(ebelow, you shall be entitled to receive the following severance benefits (collectively, the “Severance Benefits”): i. an amount equal to 12 months of your then current base salary, less all applicable withholdings and deductions, paid over such 12-month period on the schedule described below (the “Salary Continuation”); ii. 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 provide Employee with the following severance benefits: (i) Severance pay in the form Company’s discretion) pay directly or reimburse you for the payment of a single lump sum payment equal the COBRA premiums necessary to six months of Employee’s base salary (the “Cash Severance”). Such payment shall be calculated ignoring any decrease continue your health insurance coverage in Employee’s base salary that forms the basis effect for Employee’s resignation for Good Reason yourself and shall be paid in a lump sum your eligible dependents on the 60th day following Employee’s Separation from Service. (ii) ff Employee is eligible for and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following Employee’s termination, the Company will pay the COBRA group health insurance premiums for Employee and Employee’s eligible dependents Service date until the earliest of (A) the close of the six12-month period following the termination of Employee’s employment (the “COBRA Payment Period”)your employment, (B) the expiration of Employee’s your eligibility for the continuation coverage under COBRA, or (C) the date when Employee becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. References to employment (such period from the termination date through the earliest of (A) through (C), the “COBRA premiums shall not include any amounts payable by Employee under an Internal Revenue Code Section 125 health care reimbursement planPayment Period”). Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the payment of the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 could result in a violation of the Public nondiscrimination rules of Section 105(h)(2) of Section 409A of the Internal Revenue Code (the “Code”) or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Service Care and Education Reconciliation Act), then regardless of whether Employee elects continued health coverage under COBRA, in lieu of providing the COBRA premiums, the Company will Company, in its sole discretion, may elect to instead pay to Employee, you on the last first day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until for the earlier of expiration remainder of the COBRA Payment Period Period. You may, but are not obligated to, use such Special Severance Payment toward the cost of COBRA premiums. 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; iii. the Company shall accelerate the vesting of any then-unvested Company equity awards then held by you such that as of your Separation from Service date, you will be deemed vested in those shares that would have vested had you remained employed with the Company for an additional 12 months; and iv. in the event of a Qualifying Termination that occurs upon or within 12 months following the closing of a Change in Control (as defined in the Company’s 2020 Equity Incentive Plan), provided such Qualifying Termination constitutes a Separation from Service, then the Company shall accelerate the vesting of any then-unvested Company equity awards then held by you such that 100% of such awards shall be deemed immediately vested and exercisable as of your Separation from Service date. Such Severance Benefits are conditional upon (a) your continuing to comply with your obligations under your Proprietary Information and Inventions Agreement; (b) your delivering to the Company an effective, general release of claims in favor of the Company in a form acceptable to the Company (the “Release”) within 60 days following your termination date; and (c) if you are a member of the Company’s Board of Directors (the “Board”), your resignation from the Board, to be effective no later than the date when Employee becomes eligible of your Separation from Service date (or such other date as requested by the Board). The Salary Continuation will be paid in equal installments on the Company’s regular payroll schedule and will be subject to applicable tax withholdings over the period outlined above following the date of your Separation from Service; provided, however, that no payments will be made prior to the 60th day following your Separation from Service date. On the 60th day following your Separation from Service date, the Company will pay you in a lump sum the Salary Continuation and other Severance Benefits that you would have received on or prior to such date under the original schedule but for substantially equivalent health insurance coverage the delay while waiting for the 60th day in connection compliance with new employment or self-employmentCode Section 409A and the effectiveness of the release, with the balance of the Salary Continuation and other Severance Benefits being paid as originally scheduled.

Termination Without Cause; Resignation for Good Reason. If, at any time, the Company terminates your employment without Cause or if you resign your employment for Good Reason, (either such termination referred to as a “Qualifying Termination”), and other than in connection with as a Change in Control). In the event Employee’s employment with the Company is terminated by the Company without Causeresult of your death or disability, or Employee resigns for Good Reason (as defined below), in either case at any time other than during the three months before a Change in Control (as defined below) or during the 12 months following a Change in Control, then 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 your obligations and provided that Employee complies with the conditions set forth in Section 4(ebelow, you shall be entitled to receive the following severance benefits (collectively, the “Severance Benefits”): i. an amount equal to 12 months of your then current base salary, less all applicable withholdings and deductions, paid over such 12-month period on the schedule described below (the “Salary Continuation”); ii. 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 provide Employee with the following severance benefits: (i) Severance pay in the form Company’s discretion) pay directly or reimburse you for the payment of a single lump sum payment equal the COBRA premiums necessary to six months of Employee’s base salary (the “Cash Severance”). Such payment shall be calculated ignoring any decrease continue your health insurance coverage in Employee’s base salary that forms the basis effect for Employee’s resignation for Good Reason yourself and shall be paid in a lump sum your eligible dependents on the 60th day following Employee’s Separation from Service. (ii) ff Employee is eligible for and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following Employee’s termination, the Company will pay the COBRA group health insurance premiums for Employee and Employee’s eligible dependents Service date until the earliest of (A) the close of the six12-month period following the termination of Employee’s employment (the “COBRA Payment Period”)your employment, (B) the expiration of Employee’s your eligibility for the continuation coverage under COBRA, or (C) the date when Employee becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. References to employment (such period from the termination date through the earliest of (A) through (C), the “COBRA premiums shall not include any amounts payable by Employee under an Internal Revenue Code Section 125 health care reimbursement planPayment Period”). Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the payment of the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 could result in a violation of the Public nondiscrimination rules of Section 105(h)(2) of Section 409A of the Internal Revenue Code (the “Code”) or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Service Care and Education Reconciliation Act), then regardless of whether Employee elects continued health coverage under COBRA, in lieu of providing the COBRA premiums, the Company will Company, in its sole discretion, may elect to instead pay to Employee, you on the last first day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until for the earlier of expiration remainder of the COBRA Payment Period Period. You may, but are not obligated to, use such Special Severance Payment toward the cost of COBRA premiums. 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; iii. the Company shall accelerate the vesting of any then-unvested Company equity awards then held by you such that as of your Separation from Service date, you will be deemed vested in those shares that would have vested had you remained employed with the Company for an additional 12 months; and iv. in the event of a Qualifying Termination that occurs upon or within 12 months following the closing of a Change in Control (as defined in the Company’s 2020 Equity Incentive Plan), provided such Qualifying Termination constitutes a Separation from Service, then the Company shall accelerate the vesting of any then-unvested Company equity awards then held by you such that 100% of such awards shall be deemed immediately vested and exercisable as of your Separation from Service date; Such Severance Benefits are conditional upon (a) your continuing to comply with your obligations under your Proprietary Information and Inventions Agreement; (b) your delivering to the Company an effective, general release of claims in favor of the Company in a form acceptable to the Company (the “Release”) within 60 days following your termination date; and (c) if you are a member of the Company’s Board of Directors (the “Board”), your resignation from the Board, to be effective no later than the date when Employee becomes eligible of your Separation from Service date (or such other date as requested by the Board). The Salary Continuation will be paid in equal installments on the Company’s regular payroll schedule and will be subject to applicable tax withholdings over the period outlined above following the date of your Separation from Service; provided, however, that no payments will be made prior to the 60th day following your Separation from Service date. On the 60th day following your Separation from Service date, the Company will pay you in a lump sum the Salary Continuation and other Severance Benefits that you would have received on or prior to such date under the original schedule but for substantially equivalent health insurance coverage the delay while waiting for the 60th day in connection compliance with new employment or self-employmentCode Section 409A and the effectiveness of the release, with the balance of the Salary Continuation and other Severance Benefits being paid as originally scheduled.

Termination Without Cause; Resignation for Good Reason. (other than in connection with a Change in Control). In If the event EmployeeExecutive’s employment with the Company is terminated by the Company without Cause, Cause (as defined below) or Employee resigns by the Executive for Good Reason (as defined below), in either case the provisions of this Section 7 shall apply. (a) The Company may terminate the Executive’s employment with the Company at any time other without Cause upon not less than during thirty (30) days’ prior written notice to the three months before a Change in Control Executive and the Executive may resign for Good Reason (as defined below). (b) Unless the Executive complies with the provisions of Section 7(c) below, upon termination under Section 7(a) above, no other payments or during benefits shall be due under this Agreement to the 12 months following a Change Executive, but the Executive shall be entitled to any amounts earned, accrued and owing, but not yet paid under Section 2 and any benefits accrued and due in Control, then provided such termination constitutes a accordance with the terms of any applicable benefit plans and programs of the Company (the “separation from service” Accrued Obligations”). (as defined under Treasury Regulation c) Notwithstanding the provisions of Section 1.409A-1(h7(b), without regard upon termination under Section 7(a) above, if the Executive executes and does not revoke a written release of any and all claims against the Company or its affiliates, with respect to any alternative definition thereunderall matters arising out of the Executive’s employment with the Company, a in such form as provided by the Company in its sole discretion (the “Separation from ServiceRelease”), and provided that Employee complies so long as the Executive continues to comply with the conditions set forth provisions of Section 14 below, in Section 4(e)addition to the Accrued Obligations, the Company Executive shall provide Employee with be entitled to receive the following severance benefitsfollowing: (i) Severance pay in Continuation of the form of a single lump sum payment equal to six Executive’s Base Salary for twelve (12) months of Employee’s base salary (the “Cash SeveranceSeverance Term”). Such payment shall be calculated ignoring any decrease , at the rate in Employeeeffect for the year in which the Executive’s base salary that forms the basis for Employee’s resignation for Good Reason and date of termination occurs, which amount shall be paid in a lump sum on regular payroll installments over the 60th day applicable period following Employeethe Executive’s Separation from Service.termination date; and (ii) ff Employee is eligible for If the Executive timely and timely properly elects continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), then continued health (including hospitalization, medical, dental, vision etc.) following Employeeinsurance coverage substantially similar in all material respects as the coverage provided to the Company’s termination, then other active senior executives for the Company will Severance Term; provided that the Executive shall pay an amount equal to the COBRA group health insurance premiums amount active employees pay for Employee and Employee’s eligible dependents until the earliest of (A) the close such coverage as of the six-month period following date of the Executive’s termination of Employee’s employment (the “Monthly COBRA Payment PeriodCosts”), (B) and the expiration period of Employee’s eligibility for the COBRA health care continuation coverage provided under COBRA, or (C) section 4980B of the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. References to COBRA premiums shall not include any amounts payable by Employee under an Internal Revenue Code Section 125 health care reimbursement plan. Notwithstanding Code, as amended (the “Code”) shall run concurrently with the period; provided further that, notwithstanding the foregoing, the amount of any benefits provided by this subsection (c)(ii) shall be reduced or eliminated to the extent the Executive becomes entitled to duplicative benefits by virtue of the Executive’s subsequent or other employment; and provided further that, notwithstanding the foregoing, if at the Company’s making payments under this Section 7(c)(ii) would violate any time nondiscrimination rules applicable to the Company determinesCompany’s group health plan under which such coverage is made available, or result in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or imposition of penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Code or the Affordable Care Act), then regardless of whether Employee elects continued health coverage under COBRA, in lieu of providing the COBRA premiums, the Company will instead pay Parties agree to Employee, on the last day of each remaining month of the COBRA Payment Period, reform this Section 7(c)(ii) in a fully taxable cash payment equal manner as is necessary to the COBRA premiums for that month, subject to applicable tax withholdings (comply with such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employmentrequirements and avoid such penalties.

Termination Without Cause; Resignation for Good Reason. If, at any time, the Company terminates your employment without Cause or if you resign your employment for Good Reason, (either such termination referred to as a “Qualifying Termination”), and other than in connection with as a Change in Control). In the event Employee’s employment with the Company is terminated by the Company without Causeresult of your death or disability, or Employee resigns for Good Reason (as defined below), in either case at any time other than during the three months before a Change in Control (as defined below) or during the 12 months following a Change in Control, then 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 your obligations and provided that Employee complies with the conditions set forth in Section 4(ebelow, you shall be entitled to receive the following severance benefits (collectively, the “Severance Benefits”): i. an amount equal to 12 months of your then current base salary, less all applicable withholdings and deductions, paid over such 12-month period on the schedule described below (the “Salary Continuation”); ii. 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 provide Employee with the following severance benefits: (i) Severance pay in the form Company’s discretion) pay directly or reimburse you for the payment of a single lump sum payment equal the COBRA premiums necessary to six months of Employee’s base salary (the “Cash Severance”). Such payment shall be calculated ignoring any decrease continue your health insurance coverage in Employee’s base salary that forms the basis effect for Employee’s resignation for Good Reason yourself and shall be paid in a lump sum your eligible dependents on the 60th day following Employee’s Separation from Service. (ii) ff Employee is eligible for and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following Employee’s termination, the Company will pay the COBRA group health insurance premiums for Employee and Employee’s eligible dependents Service date until the earliest of (A) the close of the six12-month period following the termination of Employee’s employment (the “COBRA Payment Period”)your employment, (B) the expiration of Employee’s your eligibility for the continuation coverage under COBRA, or (C) the date when Employee becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. References to employment (such period from the termination date through the earliest of (A) through (C), the “COBRA premiums shall not include any amounts payable by Employee under an Internal Revenue Code Section 125 health care reimbursement planPayment Period”). Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the payment of the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 could result in a violation of the Public nondiscrimination rules of Section 105(h)(2) of Section 409A of the Internal Revenue Code (the “Code”) or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Service Care and Education Reconciliation Act), then regardless of whether Employee elects continued health coverage under COBRA, in lieu of providing the COBRA premiums, the Company will Company, in its sole discretion, may elect to instead pay to Employee, you on the last first day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until for the earlier of expiration remainder of the COBRA Payment Period Period. You may, but are not obligated to, use such Special Severance Payment toward the cost of COBRA premiums. 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; iii. the Company shall accelerate the vesting of any then-unvested Company equity awards then held by you such that as of your Separation from Service date, you will be deemed vested in those shares that would have vested had you remained employed with the Company for an additional 12 months; and iv. in the event of a Qualifying Termination that occurs upon or within 12 months following the closing of a Change in Control (as defined in the Company’s 2020 Equity Incentive Plan), provided such Qualifying Termination constitutes a Separation from Service, then the Company shall accelerate the vesting of any then-unvested Company equity awards then held by you such that 100% of such awards shall be deemed immediately vested and exercisable as of your Separation from Service date. Such Severance Benefits are conditional upon (a) your continuing to comply with your obligations under your Proprietary Information and Inventions Agreement; (b) your delivering to the Company an effective, general release of claims in favor of the Company in a form acceptable to the Company (the “Release”) within 60 days following your termination date; and (c) if you are a member of the Board, your resignation from the Board, to be effective no later than the date when Employee becomes eligible of your Separation from Service date (or such other date as requested by the Board). The Salary Continuation will be paid in equal installments on the Company’s regular payroll schedule and will be subject to applicable tax withholdings over the period outlined above following the date of your Separation from Service; provided, however, that no payments will be made prior to the 60th day following your Separation from Service date. On the 60th day following your Separation from Service date, the Company will pay you in a lump sum the Salary Continuation and other Severance Benefits that you would have received on or prior to such date under the original schedule but for substantially equivalent health insurance coverage the delay while waiting for the 60th day in connection compliance with new employment or self-employmentCode Section 409A and the effectiveness of the release, with the balance of the Salary Continuation and other Severance Benefits being paid as originally scheduled.

Termination Without Cause; Resignation for Good Reason. (other than in connection with a Change in Control). In the event Employee’s employment with If, at any time, either the Company is terminated by the Company terminates your employment without Cause, and other than as a result of your death or Employee resigns disability, or you resign for Good Reason (as defined below)Reason, in either case at any time other than during the three months before a Change in Control (as defined below) or during the 12 months following a Change in Control, then 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”), and provided that Employee complies with the conditions set forth in Section 4(e)then subject to your obligations below, you shall be entitled to receive (collectively, the Company shall provide Employee with the following severance benefits:“Severance Benefits”): (i) Severance pay in the form of a single lump sum cash payment equal to six 6 months of Employee’s your then current base salary (the “Cash Severance”). Such payment shall be calculated salary, ignoring any decrease in Employee’s base salary that forms the basis for Employee’s resignation for Good Reason Reason, less all applicable withholdings and shall be deductions, paid in a lump sum on the 60th day following Employee’s your Separation from ServiceService (the “Salary Continuation”), subject to any delay in payment required by Section 8. (ii) ff Employee is eligible if you timely elect continued coverage under COBRA for yourself and timely elects continued your covered dependents under the Company’s group health plan coverage under plans following such termination or resignation of employment, then the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following Employee’s terminationCompany shall pay, as and when due, the Company will pay the COBRA group premiums necessary to continue your health insurance premiums coverage in effect for Employee yourself and Employee’s your eligible dependents on the termination date until the earliest of (A) the close of the six-6 month period following the termination of Employee’s employment (the “COBRA Payment Period”)your employment, (B) the expiration of Employee’s your eligibility for the continuation coverage under COBRA, or (C) the date when Employee becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. References to employment (such period from the termination date through the earliest of (A) through (C), the “COBRA premiums shall not include any amounts payable by Employee under an Internal Revenue Code Section 125 health care reimbursement planPayment Period”). Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the payment of the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 would result in a violation of the Public nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Service Care and Education Reconciliation Act), then regardless of whether Employee elects continued health coverage under COBRA, in lieu of providing the COBRA premiums, the Company will shall instead pay to Employee, you on the last first day of each remaining month of the remainder of the COBRA Payment Period, Period a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until for the earlier of expiration remainder of the COBRA Payment Period Period. On the sixtieth (60th) day following your Separation from Service, the Company will make the first payment under this clause (and, in the case of the Special Severance Payment, such payment will be made you, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments commenced on the Separation from Service through such sixtieth (60th) day, with the balance of the payments paid thereafter on the schedule described above, subject to any delay in payment required by Section 8. 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. The Severance Benefits are conditional upon (a) your continuing to comply with your obligations under your Proprietary Information and Invention Agreement during the period of time in which you are receiving the Severance Benefits; (b) your delivering to the Company an effective, general release of claims in favor of the Company in a form acceptable to the Company within 60 days following your Separation from Service; and (c) if you are a member of the Board, your resignation from the Board, to be effective no later than the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment of your termination date (or self-employmentsuch other date as requested by the Board).

Termination Without Cause; Resignation for Good Reason. (other than in connection with a Change in Control). In The Employer may terminate the event Employee’s employment with the Company is terminated by the Company at any time without Cause, or as defined herein. The Employee resigns may initiate a termination of employment by resigning for Good Reason Reason. Upon termination by the Employer without Cause or resignation by the Employee for Good Reason, the Employee shall be entitled to receive any accrued but unpaid Base Salary, prorated Annual Bonus based on the prior year’s Annual Bonus, and business or other expenses incurred up to the date of termination and reimbursable pursuant to Section 6, and any benefits accrued and due under any applicable benefit plans and programs of the Employer, including any vested Restricted Shares (“Accrued Obligations”), with such Accrued Obligations paid regardless of whether the Employee executes or revokes a written Agreement and Release (as defined below). In addition, in either case at any time other than during the three months before a Change in Control event that the Employee is terminated without Cause by the Employer or resigns for Good Reason, the Employer shall deliver to the Employee within five (as defined below5) or during the 12 months following a Change in Control, then provided days of 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”), or resignation an Agreement and provided that Employee complies Release and in consideration for the Employee’s compliance with the conditions undertakings set forth in Section 4(e)15(a) and in the other provisions of Section 15, if the Employee executes and delivers to the Company the Agreement and Release within fifty (50) days of the Employee’s termination of employment, and does not revoke such Agreement and Release such that it becomes effective by its terms prior to the sixtieth (60th) day following the Employee’s termination of employment, the Company Employee shall provide Employee with be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following severance benefits:(collectively, the “Separation Pay and Benefits”): (ia) Severance pay in the form of a single lump sum cash payment equal to six months of one-half (0.5) times the Employee’s base salary annual Base Salary as in effect on the termination date, plus one-half (0.5) times the “Cash Severance”). Such payment shall be calculated ignoring any decrease in Employee’s base salary that forms target Annual Bonus, with the basis for Employee’s resignation for Good Reason and shall be paid sum of those two amounts payable in a lump sum on within sixty (60) days following the 60th day following Employee’s Separation from Service.termination date; (iib) ff reimbursement in cash equal to 100% of the COBRA premiums incurred by the Employee is for the Employee and his eligible for and timely elects continued group health plan coverage dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985 Employer’s health plans during the six (“COBRA”6) following Employee’s termination, the Company will pay the COBRA group health insurance premiums for Employee and Employee’s eligible dependents until the earliest of (A) the close of the six-month period following the Employee’s termination of employment. Such reimbursement shall be provided on the payroll date immediately following the date on which the Employee remits the applicable premium payment and provides proof of payment to the Company, and shall commence within sixty (60) days after the Employee’s employment (termination date; provided that the “COBRA Payment Period”), (B) first payment shall include any reimbursements that would have otherwise been payable during the expiration of period beginning on the Employee’s eligibility for the continuation coverage under COBRA, or (C) termination date and ending on the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. References to COBRA premiums shall not include any amounts payable by Employee under an Internal Revenue Code Section 125 health care reimbursement plan. 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)first reimbursement payment. To the extent required by law, then regardless reimbursement payments pursuant to this Section 7(b) shall be treated as taxable compensation to the Employee; (c) accelerated vesting of whether Employee elects continued health coverage under COBRA, in lieu of providing the COBRA premiums, the Company will instead pay any Restricted Shares granted pursuant to Employee, on the last day of each remaining month Section 2(c) that remain unvested as of the COBRA Payment Period, a fully taxable cash payment equal to date of the COBRA premiums for that monthEmployee’s termination of employment, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration terms and conditions of the COBRA Payment Period or Equity Plan, including the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employmentminimum vesting provisions set forth therein, and the applicable grant agreement, including all vesting provisions therein; and (d) the Employer shall have no additional obligations to the Employee.

Termination Without Cause; Resignation for Good Reason. (other than in connection with a Change in Control). In the event EmployeeExecutive’s employment with the Company is terminated by the Company without Cause, or Employee Executive resigns for Good Reason (as defined below), in either case at any time other than during the three months before a Change in Control (as defined below) or during the 12 months following a Change in Control, then 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”), and provided that Employee Executive complies with the conditions set forth in Section 4(e), the Company shall provide Employee Executive with the following severance benefits: (i) Severance pay in the form of a single lump sum payment equal to six nine months of EmployeeExecutive’s base salary (the “Cash Severance”). Such payment shall be calculated ignoring any decrease in EmployeeExecutive’s base salary that forms the basis for EmployeeExecutive’s resignation for Good Reason and shall be paid in a lump sum on the 60th 10th day following EmployeeExecutive’s Separation from Service. (ii) ff Employee If Executive is eligible for and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following EmployeeExecutive’s termination, the Company will pay the COBRA group health insurance premiums for Employee Executive and EmployeeExecutive’s eligible dependents until the earliest of (A) the close of the sixnine-month period following the termination of EmployeeExecutive’s employment (the “COBRA Payment Period”), (B) the expiration of EmployeeExecutive’s eligibility for the continuation coverage under COBRA, or (C) the date when Employee Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. References to COBRA premiums shall not include any amounts payable by Employee Executive under an Internal Revenue Code Section 125 health care reimbursement plan. 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 Employee Executive elects continued health coverage under COBRA, in lieu of providing the COBRA premiums, the Company will instead pay to EmployeeExecutive, on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Employee Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. (iii) Notwithstanding any contrary terms of any stock option grant, option agreement or other equity award agreement between the Company and Executive, all outstanding stock options and other equity awards covering the Company’s common stock held by Executive as of the date of termination that are subject to time-based vesting requirements shall accelerate as to the number that would vest over the 12 month period following the date of Executive’s termination of employment had Executive remained continuously employed by the Company during such period. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in Executive’s equity award agreements, following any termination of Executive’s employment that is without Cause or for Good Reason, none of Executive’s equity awards shall terminate with respect to any vested or unvested portion subject to such award before the later of (A) the Separation Agreement Deadline or (B) three months following Executive’s termination.

Termination Without Cause; Resignation for Good Reason. If, at any time, the Company terminates your employment without Cause or if you resign your employment for Good Reason, (either such termination referred to as a “Qualifying Termination”), and other than in connection with as a Change in Control). In the event Employee’s employment with the Company is terminated by the Company without Causeresult of your death or disability, or Employee resigns for Good Reason (as defined below), in either case at any time other than during the three months before a Change in Control (as defined below) or during the 12 months following a Change in Control, then 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 your obligations and provided that Employee complies with the conditions set forth in Section 4(ebelow, you shall be entitled to receive the following severance benefits (collectively, the “Severance Benefits”): i. an amount equal to 12 months of your then current base salary, less all applicable withholdings and deductions, paid over such 12-month period on the schedule described below (the “Salary Continuation”); ii. 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 provide Employee with the following severance benefits: (i) Severance pay in the form Company’s discretion) pay directly or reimburse you for the payment of a single lump sum payment equal the COBRA premiums necessary to six months of Employee’s base salary (the “Cash Severance”). Such payment shall be calculated ignoring any decrease continue your health insurance coverage in Employee’s base salary that forms the basis effect for Employee’s resignation for Good Reason yourself and shall be paid in a lump sum your eligible dependents on the 60th day following Employee’s Separation from Service. (ii) ff Employee is eligible for and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following Employee’s termination, the Company will pay the COBRA group health insurance premiums for Employee and Employee’s eligible dependents Service date until the earliest of (A) the close of the six12-month period following the termination of Employee’s employment (the “COBRA Payment Period”)your employment, (B) the expiration of Employee’s your eligibility for the continuation coverage under COBRA, or (C) the date when Employee becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. References to employment (such period from the termination date through the earliest of (A) through (C), the “COBRA premiums shall not include any amounts payable by Employee under an Internal Revenue Code Section 125 health care reimbursement planPayment Period”). Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the payment of the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 could result in a violation of the Public nondiscrimination rules of Section 105(h)(2) of Section 409A of the Internal Revenue Code (the “Code”) or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Service Care and Education Reconciliation Act), then regardless of whether Employee elects continued health coverage under COBRA, in lieu of providing the COBRA premiums, the Company will Company, in its sole discretion, may elect to instead pay to Employee, you on the last first day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until for the earlier of expiration remainder of the COBRA Payment Period or Period. You may, but are not obligated to, use such Special Severance Payment toward the date when Employee becomes cost of COBRA premiums. If you become eligible for substantially equivalent coverage under another employer’s group health insurance coverage plan or otherwise cease to be eligible for COBRA during the period provided in connection this clause, you must immediately notify the Company of such event, and all payments and obligations under this clause shall cease; iii. the Company shall accelerate the vesting of any then-unvested Company equity awards, including but not limited to restricted stock units and performance stock units, then held by you such that as of your Separation from Service date, you will be deemed to have satisfied all performance requirements and shall be vested in all shares that were unvested at the time of termination without cause; and iv. in the event of a Qualifying Termination that occurs upon or within 12 months following the closing of a Change in Control (as defined in the Company’s 2020 Equity Incentive Plan), provided such Qualifying Termination constitutes a Separation from Service, then the Company shall accelerate the vesting of any then-unvested Company equity awards then held by you such that 100% of such awards shall be deemed immediately vested and exercisable as of your Separation from Service date. Such Severance Benefits are conditional upon (a) your continuing to comply with new employment or self-employment.your obligations under your Proprietary Information and Inventions Agreement; (b) your delivering to the Company an effective, general release of claims in favor of the Company in a form acceptable to the Company (the “Release”) within 60 days following your termination date; and

Termination Without Cause; Resignation for Good Reason. (other than in connection with a Change in Control). In the event If Employee’s employment with the Company hereunder is terminated terminated, (i) by the Company without Cause, Cause pursuant to Section 7(b) or (ii) by Employee resigns for Good Reason (as defined belowpursuant to Section 7(c), in either case at any time other than during then so long as (and only if) Employee: (A) satisfies the three months before a Change in Control (as defined below) or during Release Requirement; and abides by the 12 months following a Change in Controlterms of each of Sections 9, 10 and 11, then 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”), and provided that Employee complies with the conditions set forth in Section 4(e), the Company shall provide Employee with the following severance benefitspayments and benefits set forth in Sections 7(f)(ii)(A), (B) and (C) below: (iA) The Company shall pay severance to Employee in a total amount equal to (x) the Applicable Severance pay Multiple (as defined below), multiplied by (y) the sum of Employee’s Base Salary and target STI Award for the year in which the form of Termination Date occurs (such total severance amount being referred to as the “Severance Payment”). The Severance Payment will be divided into substantially equal installments paid over the twelve (12)-month period following the Termination Date; provided, however, that if the Termination Date is within a CIC Protection Period (as defined below), then the Severance Payment will be paid to Employee in a single lump sum payment on the First Payment Date (as defined below). Subject to Section 23(d), if the Termination Date is not within a CIC Protection Period, then, on the First Payment Date, the Company shall pay to Employee, without interest, a number of such installments equal to six months the number of Employeesuch installments that would have been paid during the period beginning on the Termination Date and ending on the First Payment Date had the installments been paid on the Company’s base salary (regularly scheduled pay dates on or following the “Cash Severance”). Such payment Termination Date, and each of the remaining installments shall be paid on the Company’s regularly scheduled pay dates during the remainder of such twelve (12)-month period. Notwithstanding the foregoing, if the Termination Date is within a CIC Protection Period, but prior to the date on which the Change in Control occurs, the Severance Payment (calculated ignoring any decrease in Employee’s base salary that forms using the basis for Employee’s resignation for Good Reason and Applicable Severance Multiple applicable to a termination within a CIC Protection Period) shall be paid in a lump sum on the 60th day later of the First Payment Date or the first regularly scheduled pay date following Employee’s Separation from Servicethe Change in Control, and shall be reduced by all installments of the Severance Payment paid prior to such date. (iiB) ff During the portion, if any, of the eighteen (18)-month period following the Termination Date (the “COBRA Period”) that Employee is elects to continue coverage for Employee and Employee’s spouse and eligible for and timely elects continued dependents, if any, under the Company’s group health plan coverage under the plans pursuant to Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following Employee’s termination), the Company will shall cause the premium for such coverage to be equal to the employee contribution amount that similarly situated active employees of the Company pay for the COBRA same or similar coverage under such group health insurance premiums for Employee and Employee’s eligible dependents until the earliest of (A) the close of the six-month period following the termination of Employee’s employment plans (the “COBRA Payment PeriodBenefit”), . Employee shall be eligible to receive such COBRA Benefit until the earliest of: (Bx) the expiration last day of Employee’s eligibility for the continuation coverage under COBRA, or COBRA Period; (Cy) the date when Employee is no longer eligible to receive COBRA continuation coverage; and (z) the date on which Employee becomes eligible for substantially equivalent to receive coverage under a group health insurance plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Employee); provided, however, that the election of COBRA continuation coverage in connection and the payment of any premiums due with new employment or self-employment. References respect to such COBRA premiums continuation coverage shall remain Employee’s sole responsibility, and the Company shall not include assume any amounts payable by Employee under an Internal Revenue Code Section 125 health care reimbursement planobligation for payment of any such premiums relating to such COBRA continuation coverage. Notwithstanding the foregoing, if at any time the provision of the benefits described in this paragraph cannot be provided in the manner described above without penalty, tax or other adverse impact on 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 any other member of the Public Health Service Act)Company Group, then regardless of whether Employee elects continued health coverage under COBRA, in lieu of providing the COBRA premiums, the Company will instead pay and Employee shall negotiate in good faith to Employee, determine an alternative manner in which the Company may provide substantially equivalent benefits to Employee without such adverse impact on the last day of each remaining month Company or such other member of the COBRA Payment Period, Company Group. (C) The Company shall pay Employee a fully taxable cash payment equal to pro-rata portion of the COBRA premiums STI Award for that month, subject to applicable tax withholdings the STI Year in which the Termination Date occurs (such amount, the “Special Severance PaymentPro-Rata STI Award”), which payments shall continue until be equal to (x) the earlier STI Award, if any, earned for the STI Year in which the Termination Date occurs based on actual performance (or, if the Termination Date occurs during a CIC Protection Period, the greater of expiration target or actual performance), multiplied by (y) a fraction, the numerator of which is the number of days that have elapsed from the beginning of such STI Year through the Termination Date and the denominator of which is the total number of days in such STI Year. The Pro-Rata STI Award, if any, will be paid on the date short-term incentive awards for such STI Year are paid to other executives of the COBRA Payment Period or Company. The payments and benefits described in Section 7(f)(ii)(A), (B) and (C) above are collectively referred to herein as the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment“Termination Benefits.”

Termination Without Cause; Resignation for Good Reason. (other than in connection with a Change in Control). In The Employer may terminate the event Employee’s employment with the Company is terminated by the Company at any time without Cause, or as defined herein. The Employee resigns may initiate a termination of employment by resigning for Good Reason Reason. Upon termination by the Employer without Cause or resignation by the Employee for Good Reason, the Employee shall be entitled to receive any accrued but unpaid Base Salary, prorated Annual Bonus based on the prior year’s Annual Bonus, and business or other expenses incurred up to the date of termination and reimbursable pursuant to Section 6, and any benefits accrued and due under any applicable benefit plans and programs of the Employer, including any vested Restricted Shares (“Accrued Obligations”), with such Accrued Obligations paid regardless of whether the Employee executes or revokes a written Agreement and Release (as defined below). In addition, in either case at any time other than during the three months before a Change in Control event that the Employee is terminated without Cause by the Employer or resigns for Good Reason, the Employer shall deliver to the Employee within five (as defined below5) or during the 12 months following a Change in Control, then provided days of 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”), or resignation an Agreement and provided that Employee complies Release and in consideration for the Employee’s compliance with the conditions undertakings set forth in Section 4(e)!5(a) and in the other provisions of Section 15, if the Employee executes and delivers to the Company the Agreement and Release within fifty (50) days of the Employee’s termination of employment, and does not revoke such Agreement and Release such that it becomes effective by its terms prior to the sixtieth (60th) day following the Employee’s termination of employment, the Company Employee shall provide Employee with be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following severance benefits:(collectively, the “Separation Pay and Benefits”) (ia) Severance pay in the form of a single lump sum cash payment equal to six months of one-half(0.5) times the Employee’s base salary annual Base Salary as in effect on the termination date, plus one-half (0.5) times the “Cash Severance”). Such payment shall be calculated ignoring any decrease in Employee’s base salary that forms target Annual Bonus, with the basis for Employee’s resignation for Good Reason and shall be paid sum of those two amounts payable in a lump sum on within sixty (60) days following the 60th day following Employee’s Separation from Service.termination date; (iib) ff reimbursement in cash equal to 100% of the COBRA premiums incurred by the Employee is for the Employee and his eligible for and timely elects continued group health plan coverage dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985 Employer’s health plans during the six (“COBRA”6) following Employee’s termination, the Company will pay the COBRA group health insurance premiums for Employee and Employee’s eligible dependents until the earliest of (A) the close of the six-month period following the Employee’s termination of employment. Such reimbursement shall be provided on the payroll date immediately following the date on which the Employee remits the applicable premium payment and provides proof of payment to the Company, and shall commence within sixty (60) days after the Employee’s employment (termination date; provided that the “COBRA Payment Period”), (B) first payment shall include any reimbursements that would have otherwise been payable during the expiration of period beginning on the Employee’s eligibility for the continuation coverage under COBRA, or (C) termination date and ending on the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. References to COBRA premiums shall not include any amounts payable by Employee under an Internal Revenue Code Section 125 health care reimbursement plan. 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)first reimbursement payment. To the extent required by law, then regardless reimbursement payments pursuant to this Section 7(b) shall be treated as taxable compensation to the Employee; (c) accelerated vesting of whether Employee elects continued health coverage under COBRA, in lieu of providing the COBRA premiums, the Company will instead pay any Restricted Shares granted pursuant to Employee, on the last day of each remaining month Section 2(c) that remain unvested as of the COBRA Payment Period, a fully taxable cash payment equal to date of the COBRA premiums for that monthEmployee’s termination of employment, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration terms and conditions of the COBRA Payment Period or Equity Plan, including the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employmentminimum vesting provisions set forth therein, and the applicable grant agreement, including all vesting provisions therein; and (d) the Employer shall have no additional obligations to the Employee.

Termination Without Cause; Resignation for Good Reason. (other than in connection with a Change in Control). In the event If Employee’s employment with the Company hereunder is terminated prior to the expiration of the then-existing Initial Term or Renewal Term, as applicable, (i) by the Company without Cause, Cause pursuant to Section 7(b) or (ii) by Employee resigns for Good Reason (as defined belowpursuant to Section 7(c), in either case at any time other than during then so long as (and only if) Employee: (A) satisfies the three months before a Change in Control Release Requirement; and (as defined belowB) or during abides by the 12 months following a Change in Controlterms of each of Sections 9, 10 and 11, then 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”), and provided that Employee complies with the conditions set forth in Section 4(e), the Company shall provide Employee with the following severance benefitspayments and benefits set forth in Sections 7(f)(ii)(A), (B) and (C) below: (iA) The Company shall pay severance to Employee in a total amount equal to (x) the Applicable Severance pay Multiple (as defined below), multiplied by (y) the sum of Employee’s Base Salary and target STI Award for the year in which the form of Termination Date occurs (such total severance amount being referred to as the “Severance Payment”). The Severance Payment will be divided into substantially equal installments paid over the twenty-four (24)-month period following the Termination Date; provided, however, that if the Termination Date is within a CIC Protection Period (as defined below), then the Severance Payment will be paid to Employee in a single lump sum payment on the First Payment Date (as defined below). Subject to Section 23(d), if the Termination Date is not within a CIC Protection Period, then, on the First Payment Date, the Company shall pay to Employee, without interest, a number of such installments equal to six months the number of Employeesuch installments that would have been paid during the period beginning on the Termination Date and ending on the First Payment Date had the installments been paid on the Company’s base salary regularly scheduled pay dates on or following the Termination Date, and each of the remaining installments shall be paid on the Company’s regularly scheduled pay dates during the remainder of such twenty-four (24)-month period. (B) During the portion, if any, of the eighteen (18)-month period following the Termination Date (the “Cash SeveranceReimbursement Period”). Such payment shall be calculated ignoring any decrease in ) that Employee elects to continue coverage for Employee and Employee’s base salary that forms spouse and eligible dependents, if any, under the basis for EmployeeCompany’s resignation for Good Reason and shall be paid in a lump sum on the 60th day following Employee’s Separation from Service. (ii) ff Employee is eligible for and timely elects continued group health plan coverage under the plans pursuant to Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following Employee’s termination), the Company will shall promptly reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage and the employee contribution amount that similarly situated employees of the Company pay for the COBRA same or similar coverage under such group health insurance premiums for Employee and Employee’s eligible dependents until the earliest of (A) the close of the six-month period following the termination of Employee’s employment plans (the “COBRA Payment PeriodBenefit”). Each payment of the COBRA Benefit shall be paid to Employee on the Company’s first regularly scheduled pay date in the calendar month immediately following the calendar month in which Employee submits to the Company documentation of the applicable premium payment having been paid by Employee, which documentation shall be submitted by Employee to the Company within thirty (B30) days following the date on which the applicable premium payment is paid. Employee shall be eligible to receive such reimbursement payments until the earliest of: (x) the expiration last day of Employee’s eligibility for the continuation coverage under COBRA, or Reimbursement Period; (Cy) the date when Employee is no longer eligible to receive COBRA continuation coverage; and (z) the date on which Employee becomes eligible for substantially equivalent to receive coverage under a group health insurance plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Employee); provided, however, that the election of COBRA continuation coverage in connection and the payment of any premiums due with new employment or self-employment. References respect to such COBRA premiums continuation coverage shall remain Employee’s sole responsibility, and the Company shall not include assume any amounts payable by Employee under an Internal Revenue Code Section 125 health care reimbursement planobligation for payment of any such premiums relating to such COBRA continuation coverage. Notwithstanding the foregoing, if at any time the provision of the benefits described in this paragraph cannot be provided in the manner described above without penalty, tax or other adverse impact on 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 any other member of the Public Health Service Act)Company Group, then regardless of whether Employee elects continued health coverage under COBRA, in lieu of providing the COBRA premiums, the Company will instead pay and Employee shall negotiate in good faith to Employee, determine an alternative manner in which the Company may provide substantially equivalent benefits to Employee without such adverse impact on the last day of each remaining month Company or such other member of the COBRA Payment Period, Company Group. (C) The Company shall pay Employee a fully taxable cash payment equal to pro-rata portion of the COBRA premiums STI Award for that month, subject to applicable tax withholdings the STI Year in which the Termination Date occurs (such amount, the “Special Severance PaymentPro-Rata STI Award”), which payments shall continue until be equal to (x) the earlier STI Award, if any, earned for the STI Year in which the Termination Date occurs based on actual performance (or, if the Termination Date occurs during a CIC Protection Period, the greater of expiration target or actual performance), multiplied by (y) a fraction, the numerator of which is the number of days that have elapsed from the beginning of such STI Year through the Termination Date and the denominator of which is the total number of days in such STI Year. The Pro-Rata STI Award, if any, will be paid on the date short-term incentive awards for such STI Year are paid to other executives of the COBRA Payment Period or Company. The payments and benefits described in Section 7(f)(ii)(A), (B) and (C) above are collectively referred to herein as the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment“Termination Benefits.”

Termination Without Cause; Resignation for Good Reason. (other than in connection with a Change in Control). In the event Employee’s employment with the Company is terminated by the Company without Cause, or Employee resigns for Good Reason (as defined below), in either case at any time other than during the three months before a Change in Control (as defined below) or during the 12 months following a Change in Control, then 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”), and provided that Employee complies with the conditions set forth in Section 4(e)8, the Company shall provide Employee with the following severance benefits: (i) Severance pay in the form of a single lump sum payment equal to six months of Employee’s base salary Base Salary (the “Cash Severance”). Such payment shall be calculated ignoring any decrease in Employee’s base salary Base Salary that forms the basis for Employee’s resignation for Good Reason and shall be paid in a lump sum on the 60th day following Employee’s Separation from Service. (ii) ff If Employee is eligible for and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following Employee’s termination, the Company will pay the COBRA group health insurance premiums for Employee and Employee’s eligible dependents until the earliest of (A) the close of the six-month period following the termination of Employee’s employment (the “COBRA Payment Period”), (B) the expiration of Employee’s eligibility for the continuation coverage under COBRA, or (C) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. References to COBRA premiums shall not include any amounts payable by Employee under an Internal Revenue Code Section 125 health care reimbursement plan. 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 Employee elects continued health coverage under COBRA, in lieu of providing the COBRA premiums, the Company will instead pay to Employee, on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.

Termination Without Cause; Resignation for Good Reason. If, at any time, the Company terminates your employment without Cause or if you resign your employment for Good Reason, (either such termination referred to as a “Qualifying Termination”), and other than in connection with as a Change in Control). In the event Employee’s employment with the Company is terminated by the Company without Causeresult of your death or disability, or Employee resigns for Good Reason (as defined below), in either case at any time other than during the three months before a Change in Control (as defined below) or during the 12 months following a Change in Control, then 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 your obligations and provided that Employee complies with the conditions set forth in Section 4(ebelow, you shall be entitled to receive the following severance benefits (collectively, the “Severance Benefits”): i. an amount equal to 12 months of your then current base salary, less all applicable withholdings and deductions, paid over such 12-month period on the schedule described below (the “Salary Continuation”); ii. 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 provide Employee with the following severance benefits: (i) Severance pay in the form Company’s discretion) pay directly or reimburse you for the payment of a single lump sum payment equal the COBRA premiums necessary to six months of Employee’s base salary (the “Cash Severance”). Such payment shall be calculated ignoring any decrease continue your health insurance coverage in Employee’s base salary that forms the basis effect for Employee’s resignation for Good Reason yourself and shall be paid in a lump sum your eligible dependents on the 60th day following Employee’s Separation from Service. (ii) ff Employee is eligible for and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following Employee’s termination, the Company will pay the COBRA group health insurance premiums for Employee and Employee’s eligible dependents Service date until the earliest of (A) the close of the six12-month period following the termination of Employee’s employment (the “COBRA Payment Period”)your employment, (B) the expiration of Employee’s your eligibility for the continuation coverage under COBRA, or (C) the date when Employee becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. References to employment (such period from the termination date through the earliest of (A) through (C), the “COBRA premiums shall not include any amounts payable by Employee under an Internal Revenue Code Section 125 health care reimbursement planPayment Period”). Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the payment of the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 could result in a violation of the Public nondiscrimination rules of Section 105(h)(2) of Section 409A of the Internal Revenue Code (the “Code”) or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Service Care and Education Reconciliation Act), then regardless of whether Employee elects continued health coverage under COBRA, in lieu of providing the COBRA premiums, the Company will Company, in its sole discretion, may elect to instead pay to Employee, you on the last first day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until for the earlier of expiration remainder of the COBRA Payment Period Period. You may, but are not obligated to, use such Special Severance Payment toward the cost of COBRA premiums. 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; iii. the Company shall accelerate the vesting of any then-unvested Company equity awards then held by you such that as of your Separation from Service date, you will be deemed vested in those shares that would have vested had you remained employed with the Company for an additional 12 months; and iv. in the event of a Qualifying Termination that occurs upon or within 12 months following the closing of a Change in Control (as defined in the Company’s 2020 Equity Incentive Plan), provided such Qualifying Termination constitutes a Separation from Service, then the Company shall accelerate the vesting of any then-unvested Company equity awards then held by you such that 100% of such awards shall be deemed immediately vested and exercisable as of your Separation from Service date. Such Severance Benefits are conditional upon (a) your continuing to comply with your obligations under your Proprietary Information and Inventions Agreement; (b) your delivering to the Company an effective, general release of claims in favor of the Company in a form acceptable to the Company (the “Release”) within 60 days following your termination date; and if you are a member of the Board, your resignation from the Board, to be effective no later than the date when Employee becomes eligible of your Separation from Service date (or such other date as requested by the Board). The Salary Continuation will be paid in equal installments on the Company’s regular payroll schedule and will be subject to applicable tax withholdings over the period outlined above following the date of your Separation from Service; provided, however, that no payments will be made prior to the 60th day following your Separation from Service date. On the 60th day following your Separation from Service date, the Company will pay you in a lump sum the Salary Continuation and other Severance Benefits that you would have received on or prior to such date under the original schedule but for substantially equivalent health insurance coverage the delay while waiting for the 60th day in connection compliance with new employment or self-employmentCode Section 409A and the effectiveness of the release, with the balance of the Salary Continuation and other Severance Benefits being paid as originally scheduled.

Termination Without Cause; Resignation for Good Reason. If, at any time, the Company terminates your employment without Cause or if you resign your employment for Good Reason, (either such termination referred to as a “Qualifying Termination”), and other than in connection with as a Change in Control). In the event Employee’s employment with the Company is terminated by the Company without Causeresult of your death or disability, or Employee resigns for Good Reason (as defined below), in either case at any time other than during the three months before a Change in Control (as defined below) or during the 12 months following a Change in Control, then 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 your obligations and provided that Employee complies with the conditions set forth in Section 4(ebelow, you shall be entitled to receive the following severance benefits (collectively, the “Severance Benefits”): i. an amount equal to 12 months of your then current base salary, less all applicable withholdings and deductions, paid over such 12-month period on the schedule described below (the “Salary Continuation”); ii. 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 provide Employee with the following severance benefits: (i) Severance pay in the form Company’s discretion) pay directly or reimburse you for the payment of a single lump sum payment equal the COBRA premiums necessary to six months of Employee’s base salary (the “Cash Severance”). Such payment shall be calculated ignoring any decrease continue your health insurance coverage in Employee’s base salary that forms the basis effect for Employee’s resignation for Good Reason yourself and shall be paid in a lump sum your eligible dependents on the 60th day following Employee’s Separation from Service. (ii) ff Employee is eligible for and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following Employee’s termination, the Company will pay the COBRA group health insurance premiums for Employee and Employee’s eligible dependents Service date until the earliest of (A) the close of the six12-month period following the termination of Employee’s employment (the “COBRA Payment Period”)your employment, (B) the expiration of Employee’s your eligibility for the continuation coverage under COBRA, or (C) the date when Employee becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. References to employment (such period from the termination date through the earliest of (A) through (C), the “COBRA premiums shall not include any amounts payable by Employee under an Internal Revenue Code Section 125 health care reimbursement planPayment Period”). Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the payment of the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 could result in a violation of the Public nondiscrimination rules of Section 105(h)(2) of Section 409A of the Internal Revenue Code (the “Code”) or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Service Care and Education Reconciliation Act), then regardless of whether Employee elects continued health coverage under COBRA, in lieu of providing the COBRA premiums, the Company will Company, in its sole discretion, may elect to instead pay to Employee, you on the last first day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until for the earlier of expiration remainder of the COBRA Payment Period or Period. You may, but are not obligated to, use such Special Severance Payment toward the date when Employee becomes cost of COBRA premiums. If you become eligible for substantially equivalent coverage under another employer’s group health insurance coverage plan or otherwise cease to be eligible for COBRA during the period provided in connection this clause, you must immediately notify the Company of such event, and all payments and obligations under this clause shall cease; i. the Company shall accelerate the vesting of any then-unvested Company equity awards then held by you such that as of your Separation from Service date, you will be deemed vested in those shares that would have vested had you remained employed with new employment the Company for an additional 12 months; and ii. in the event of a Qualifying Termination that occurs upon or selfwithin 12 months following the closing of a Change in Control (as defined in the Company’s 2020 Equity Incentive Plan), provided such Qualifying Termination constitutes a Separation from Service, then the Company shall accelerate the vesting of any then-employment.unvested Company equity awards then held by you such that 100% of such awards shall be deemed immediately vested and exercisable as of your Separation from Service date. Such Severance Benefits are conditional upon (a) your continuing to comply with your obligations under your Proprietary Information and Inventions Agreement; (b) your delivering to the Company an effective, general release of claims in favor of the Company in a form acceptable to the Company (the “Release”) within 60 days following your termination date; and

Termination Without Cause; Resignation for Good Reason. (If, at any time, the Company terminates your employment without Cause or you resign for Good Reason, and other than in connection with as a Change in Control). In the event Employee’s employment with the Company is terminated by the Company without Causeresult of your death or disability, or Employee resigns for Good Reason (as defined below), in either case at any time other than during the three months before a Change in Control (as defined below) or during the 12 months following a Change in Control, then 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”), and provided that Employee complies with the conditions set forth in Section 4(e)then subject to your obligations below, the Company you shall provide Employee with be entitled to receive the following severance benefits:benefits (collectively, the “Severance Benefits”): (i) Severance pay in the form of a single lump sum payment an amount equal to six months one year of Employee’s your then-current base salary salary, less all applicable withholdings and deductions, paid over such one-year period, on the schedule described below (the “Cash SeveranceSalary Continuation”). Such payment shall be calculated ignoring any decrease in Employee’s base salary that forms the basis for Employee’s resignation for Good Reason and shall be paid in a lump sum on the 60th day following Employee’s Separation from Service.; (ii) ff Employee is eligible if you timely elect continued coverage under COBRA for yourself and timely elects continued your covered dependents under the Company’s group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act plans following such termination or resignation of 1985 (“COBRA”) following Employee’s terminationemployment, then the Company will shall pay the COBRA group premiums necessary to continue your health insurance premiums coverage in effect for Employee yourself and Employee’s your eligible dependents on the termination date until the earliest of (A) the close of the sixone-month year period following the termination of Employee’s employment (the “COBRA Payment Period”)your employment, (B) the expiration of Employee’s your eligibility for the continuation coverage under COBRA, or and (C) the date when Employee becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. References If you become eligible for coverage under another employer's group health plan or otherwise cease to be eligible for COBRA premiums shall not include any amounts payable by Employee under an Internal Revenue Code Section 125 health care reimbursement plan. Notwithstanding during the foregoingperiod provided in this clause, if at any time you must immediately notify the Company determinesof such event, and all payments and obligations under this clause shall cease; (iii) acceleration of the vesting of the Option as of the date of termination as to the number of shares that would have vested in accordance with the applicable vesting schedule as if you had been in service for an additional one-year period following your termination date (based upon months of service and not the occurrence of corporate events or milestones); provided, however, that if the Company terminates your employment without Cause or you resign for Good Reason, in its sole discretioneither case within the period starting three months prior to, that it cannot pay or 12 months following, the COBRA premiums without potentially incurring financial costs or penalties under applicable law effective date of a Change in Control (including, without limitation, Section 2716 of the Public Health Service Actas defined below), then regardless the vesting of whether the Option will be accelerated such that 100% of the shares subject to the Option will be deemed fully vested and exercisable. Such Severance Benefits are conditional upon (a) your continuing to comply with your obligations under your Employee elects continued health coverage under COBRA, in lieu of providing the COBRA premiums, Proprietary Information and Invention Assignment Agreement; (b) your delivering to the Company an effective, general release of claims in favor of the Company in substantially the form attached as Exhibit C within 60 days following your termination date; and (c) if you are then a member of the Board, your resignation from the Board, to be effective no later than the date of your termination date (or such other date as requested by the Board). The Salary Continuation will instead pay to Employee, be paid in equal installments on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, Company’s regular payroll schedule and will be subject to applicable tax withholdings (such amountover the period outlined above following the date of your termination date; provided, however, that no payments will be made prior to the 60th day following your Separation from Service. On the 60th day following your Separation from Service, the “Special Company will pay you in a lump sum the Salary Continuation and other Severance Payment”), which payments shall continue until Benefits that you would have received on or prior to such date under the earlier of expiration original schedule but for the delay while waiting for the 60th day in compliance with Code Section 409A and the effectiveness of the COBRA Payment Period or release, with the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employmentbalance of the Salary Continuation and other Severance Benefits being paid as originally scheduled.

Termination Without Cause; Resignation for Good Reason. (other than in connection with a Change in Control). In the event If Employee’s employment with the Company hereunder is terminated terminated, (i) by the Company without Cause, Cause pursuant to Section 7(b) or (ii) by Employee resigns for Good Reason (as defined belowpursuant to Section 7(c), in either case at any time other than during then so long as (and only if) Employee: (A) satisfies the three months before a Change in Control (as defined below) or during Release Requirement; and abides by the 12 months following a Change in Controlterms of each of Sections 9, 10 and 11, then 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”), and provided that Employee complies with the conditions set forth in Section 4(e), the Company shall provide Employee with the following severance benefitspayments and benefits set forth in Sections 7(f)(ii)(A), (B) and (C) below: (iA) The Company shall pay severance to Employee in a total amount equal to (x) the Applicable Severance pay Multiple (as defined below), multiplied by (y) the sum of Employee’s Base Salary and target STI Award for the year in which the form of Termination Date occurs (such total severance amount being referred to as the “Severance Payment”). The Severance Payment will be divided into substantially equal installments paid over the twenty-four (24)-month period following the Termination Date; provided, however, that if the Termination Date is within a CIC Protection Period (as defined below), then the Severance Payment will be paid to Employee in a single lump sum payment on the First Payment Date (as defined below). Subject to Section 23(d), if the Termination Date is not within a CIC Protection Period, then, on the First Payment Date, the Company shall pay to Employee, without interest, a number of such installments equal to six months the number of Employeesuch installments that would have been paid during the period beginning on the Termination Date and ending on the First Payment Date had the installments been paid on the Company’s base salary (regularly scheduled pay dates on or following the “Cash Severance”). Such payment Termination Date, and each of the remaining installments shall be paid on the Company’s regularly scheduled pay dates during the remainder of such twenty-four (24)-month period. Notwithstanding the foregoing, if the Termination Date is within a CIC Protection Period, but prior to the date on which the Change in Control occurs, the Severance Payment (calculated ignoring any decrease in Employee’s base salary that forms using the basis for Employee’s resignation for Good Reason and Applicable Severance Multiple applicable to a termination within a CIC Protection Period) shall be paid in a lump sum on the 60th day later of the First Payment Date or the first regularly scheduled pay date following Employee’s Separation from Servicethe Change in Control, and shall be reduced by all installments of the Severance Payment paid prior to such date. (iiB) ff During the portion, if any, of the eighteen (18)-month period following the Termination Date (the “COBRA Period”) that Employee is elects to continue coverage for Employee and Employee’s spouse and eligible for and timely elects continued dependents, if any, under the Company’s group health plan coverage under the plans pursuant to Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following Employee’s termination), the Company will shall cause the premium for such coverage to be equal to the employee contribution amount that similarly situated active employees of the Company pay for the COBRA same or similar coverage under such group health insurance premiums for Employee and Employee’s eligible dependents until the earliest of (A) the close of the six-month period following the termination of Employee’s employment plans (the “COBRA Payment PeriodBenefit”), . Employee shall be eligible to receive such COBRA Benefit until the earliest of: (Bx) the expiration last day of Employee’s eligibility for the continuation coverage under COBRA, or COBRA Period; (Cy) the date when Employee is no longer eligible to receive COBRA continuation coverage; and (z) the date on which Employee becomes eligible for substantially equivalent to receive coverage under a group health insurance plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Employee); provided, however, that the election of COBRA continuation coverage in connection and the payment of any premiums due with new employment or self-employment. References respect to such COBRA premiums continuation coverage shall remain Employee’s sole responsibility, and the Company shall not include assume any amounts payable by Employee under an Internal Revenue Code Section 125 health care reimbursement planobligation for payment of any such premiums relating to such COBRA continuation coverage. Notwithstanding the foregoing, if at any time the provision of the benefits described in this paragraph cannot be provided in the manner described above without penalty, tax or other adverse impact on 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 any other member of the Public Health Service Act)Company Group, then regardless of whether Employee elects continued health coverage under COBRA, in lieu of providing the COBRA premiums, the Company will instead pay and Employee shall negotiate in good faith to Employee, determine an alternative manner in which the Company may provide substantially equivalent benefits to Employee without such adverse impact on the last day of each remaining month Company or such other member of the COBRA Payment Period, Company Group. (C) The Company shall pay Employee a fully taxable cash payment equal to pro-rata portion of the COBRA premiums STI Award for that month, subject to applicable tax withholdings the STI Year in which the Termination Date occurs (such amount, the “Special Severance PaymentPro-Rata STI Award”), which payments shall continue until be equal to (x) the earlier STI Award, if any, earned for the STI Year in which the Termination Date occurs based on actual performance (or, if the Termination Date occurs during a CIC Protection Period, the greater of expiration target or actual performance), multiplied by (y) a fraction, the numerator of which is the number of days that have elapsed from the beginning of such STI Year through the Termination Date and the denominator of which is the total number of days in such STI Year. The Pro-Rata STI Award, if any, will be paid on the date short-term incentive awards for such STI Year are paid to other executives of the COBRA Payment Period or Company. The payments and benefits described in Section 7(f)(ii)(A), (B) and (C) above are collectively referred to herein as the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment“Termination Benefits.”

Termination Without Cause; Resignation for Good Reason. (other than in connection with a Change in Control). In the event Employee’s employment with If, at any time, either the Company is terminated by the Company terminates your employment without Cause, and other than as a result of your death or Employee resigns disability, or you resign for Good Reason (as defined below)Reason, in either case at any time other than during the three months before a Change in Control (as defined below) or during the 12 months following a Change in Control, then 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”), and provided that Employee complies with the conditions set forth in Section 4(e)then subject to your obligations below, you shall be entitled to receive (collectively, the Company shall provide Employee with the following severance benefits:“Severance Benefits”): (i) Severance pay in the form of a single lump sum cash payment equal to six 12 months of Employee’s your then current base salary (the “Cash Severance”). Such payment shall be calculated salary, ignoring any decrease in Employee’s base salary that forms the basis for Employee’s resignation for Good Reason Reason, less all applicable withholdings and shall be deductions, paid in a lump sum on the 60th day following Employee’s your Separation from ServiceService (the “Salary Continuation”), subject to any delay in payment required by Section 8. (ii) ff Employee is eligible if you timely elect continued coverage under COBRA for yourself and timely elects continued your covered dependents under the Company’s group health plan coverage under plans following such termination or resignation of employment, then the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following Employee’s terminationCompany shall pay, as and when due, the Company will pay the COBRA group premiums necessary to continue your health insurance premiums coverage in effect for Employee yourself and Employee’s your eligible dependents on the termination date until the earliest of (A) the close of the six-12 month period following the termination of Employee’s employment (the “COBRA Payment Period”)your employment, (B) the expiration of Employee’s your eligibility for the continuation coverage under COBRA, or (C) the date when Employee becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. References to employment (such period from the termination date through the earliest of (A) through (C), the “COBRA premiums shall not include any amounts payable by Employee under an Internal Revenue Code Section 125 health care reimbursement planPayment Period”). Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the payment of the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 would result in a violation of the Public nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Service Care and Education Reconciliation Act), then regardless of whether Employee elects continued health coverage under COBRA, in lieu of providing the COBRA premiums, the Company will shall instead pay to Employee, you on the last first day of each remaining month of the remainder of the COBRA Payment Period, Period a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until for the earlier of expiration remainder of the COBRA Payment Period Period. On the sixtieth (60th) day following your Separation from Service, the Company will make the first payment under this clause (and, in the case of the Special Severance Payment, such payment will be made you, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments commenced on the Separation from Service through such sixtieth (60th) day, with the balance of the payments paid thereafter on the schedule described above, subject to any delay in payment required by Section 8. 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. The Severance Benefits are conditional upon (a) your continuing to comply with your obligations under your Proprietary Information and Invention Agreement during the period of time in which you are receiving the Severance Benefits; (b) your delivering to the Company an effective, general release of claims in favor of the Company in a form acceptable to the Company within 60 days following your Separation from Service; and (c) if you are a member of the Board, your resignation from the Board, to be effective no later than the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment of your termination date (or self-employmentsuch other date as requested by the Board).

Termination Without Cause; Resignation for Good Reason. If, at any time, the Company terminates your employment without Cause or if you resign your employment for Good Reason, (either such termination referred to as a “Qualifying Termination”), and other than in connection with as a Change in Control). In the event Employee’s employment with the Company is terminated by the Company without Causeresult of your death or disability, or Employee resigns for Good Reason (as defined below), in either case at any time other than during the three months before a Change in Control (as defined below) or during the 12 months following a Change in Control, then 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 your obligations and provided that Employee complies with the conditions set forth in Section 4(ebelow, you shall be entitled to receive the following severance benefits (collectively, the “Severance Benefits”): i. an amount equal to one month of your then current base salary, less all applicable withholdings and deductions, for each completed year of service with the Company, up to a maximum of 12 months, and paid on the schedule described below (the “Salary Continuation”); ii. 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 provide Employee with the following severance benefits: (i) Severance pay in the form Company’s discretion) pay directly or reimburse you for the payment of a single lump sum payment equal the COBRA premiums necessary to six months of Employee’s base salary (the “Cash Severance”). Such payment shall be calculated ignoring any decrease continue your health insurance coverage in Employee’s base salary that forms the basis effect for Employee’s resignation for Good Reason yourself and shall be paid in a lump sum your eligible dependents on the 60th day following Employee’s Separation from Service. (ii) ff Employee is eligible for and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following Employee’s termination, the Company will pay the COBRA group health insurance premiums for Employee and Employee’s eligible dependents Service date until the earliest of (A) the close of the six12-month period following the termination of Employee’s employment (the “COBRA Payment Period”)your employment, (B) the expiration of Employee’s your eligibility for the continuation coverage under COBRA, or (C) the date when Employee becomes you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. References to employment (such period from the termination date through the earliest of (A) through (C), the “COBRA premiums shall not include any amounts payable by Employee under an Internal Revenue Code Section 125 health care reimbursement planPayment Period”). Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the payment of the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 could result in a violation of the Public nondiscrimination rules of Section 105(h)(2) of Section 409A of the Internal Revenue Code (the “Code”) or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Service Care and Education Reconciliation Act), then regardless of whether Employee elects continued health coverage under COBRA, in lieu of providing the COBRA premiums, the Company will Company, in its sole discretion, may elect to instead pay to Employee, you on the last first day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until for the earlier of expiration remainder of the COBRA Payment Period Period. You may, but are not obligated to, use such Special Severance Payment toward the cost of COBRA premiums. 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; iii. the Company shall accelerate the vesting of any then-unvested Company equity awards then held by you such that as of your Separation from Service date, you will be deemed vested in those shares that would have vested had you remained employed with the Company for an additional 12 months; provided, however, that any such award that is subject to a performance-based vesting schedule shall not be accelerated pursuant to this Section 6(c)(iii) and shall instead be subject to the vesting provisions set forth in the agreement evidencing such award; and iv. in the event of a Qualifying Termination that occurs upon or within 12 months following the closing of a Change in Control (as defined in the Company’s 2020 Equity Incentive Plan), provided such Qualifying Termination constitutes a Separation from Service, then the Company shall accelerate the vesting of any then-unvested Company equity awards then held by you such that 100% of such awards shall be deemed immediately vested and exercisable as of your Separation from Service date; provided, however, that any such award that is subject to a performance-based vesting schedule shall not be accelerated pursuant to this Section 6(c)(iv) and shall instead be subject to the vesting provisions set forth in the agreement evidencing such award. Such Severance Benefits are conditional upon (a) your continuing to comply with your obligations under your Proprietary Information and Inventions Agreement; (b) your delivering to the Company an effective, general release of claims in favor of the Company in a form acceptable to the Company (the “Release”) within 60 days following your termination date; and (c) if you are a member of the Board, your resignation from the Board, to be effective no later than the date when Employee becomes eligible of your Separation from Service date (or such other date as requested by the Board). The Salary Continuation will be paid in equal installments on the Company’s regular payroll schedule and will be subject to applicable tax withholdings over the period outlined above following the date of your Separation from Service; provided, however, that no payments will be made prior to the 60th day following your Separation from Service date. On the 60th day following your Separation from Service date, the Company will pay you in a lump sum the Salary Continuation and other Severance Benefits that you would have received on or prior to such date under the original schedule but for substantially equivalent health insurance coverage the delay while waiting for the 60th day in connection compliance with new employment or self-employmentCode Section 409A and the effectiveness of the release, with the balance of the Salary Continuation and other Severance Benefits being paid as originally scheduled.

Termination Without Cause; Resignation for Good Reason. (other than in connection with a Change in Control). In If the event Employee’s employment with the Company is terminated by the Company without Cause, or Employee resigns by the Employee’s voluntary resignation for Good Reason (as defined below)Reason, in either case at any time other than during the three months before in connection with a Change in Control (as defined below) or during the 12 months following a Change in ControlSection 7.2(a)), then provided such termination constitutes the Employee shall be paid all accrued and unpaid base salary and any accrued but unused vacation through the date of termination. In addition, subject to the Employee’s execution and non-revocation of a “separation from service” binding severance and mutual release agreement in a form satisfactory to the Company (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunderhereinafter, a “Separation from ServiceSeverance Agreement”), ) and provided that Employee complies with subject to the terms and conditions set forth in of Section 4(e)19 of this Agreement, the Company Employee shall provide Employee with be eligible to receive the following severance separation benefits: (a) an amount equal to the product of (i) Severance pay in one twelfth (1/12) of the form of a single lump sum payment equal to six months of Employee’s then-current annualized base salary (the “Cash Severance”). Such payment shall be calculated ignoring any decrease in provided, however, that if Employee’s base salary that forms employment is terminated by the basis for Employee’s voluntary resignation for Good Reason as a result of the Company’s material reduction of the Employee’s base salary, then the Employee’s then-current annualized base salary shall refer to his base salary as in effect immediately before such material reduction took effect) and (ii) six (6), less any amounts required to be withheld under applicable law, which amount shall be payable in six (6) substantially equal monthly installments, in accordance with the Company’s payroll practices in effect from time to time beginning on the Payment Commencement Date (as defined below); and (b) the amount of any bonus for the prior year that was approved but not yet paid to the Employee at the time of the Employee’s termination of employment, less any amounts required to be withheld under applicable law, which amount shall be paid in a lump sum on manner and timing consistent with the payments to other similarly situated employees and consistent with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) but in no event later than March 15 of the year following the year of performance; provided, in both cases, that the Severance Agreement has been executed and any applicable revocation period with respect thereto has expired within sixty (60) days following the Employee’s date of termination (such 60th day, the “Payment Commencement Date”); provided, however, that if the 60th day following the Employee’s Separation date of termination occurs in the calendar year following the year of termination, then the Payment Commencement Date shall be no earlier than January 1 of the year following the year of termination; and 5.2 upon the Employee’s termination from Service. employment pursuant to this Section 5, the Company shall make contributions to the cost of COBRA (ii) ff Employee is eligible for and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act Act) coverage on behalf of 1985 the Employee and any applicable dependents for a period of six (“COBRA”6) following months after the Employee’s terminationtermination if the Employee elects COBRA coverage, and only for so long as such coverage continues in force; provided, however, that if the Employee commences new employment and is eligible for a new group health plan, the Company will pay Company’s contributions toward COBRA coverage shall end when the new employment begins. The cost of COBRA group shall be determined on the same basis as the Company’s contribution to Company-provided health and dental insurance premiums for Employee and Employee’s eligible dependents until the earliest of (A) the close coverage in effect immediately before termination of the six-month period following the termination of Employee’s employment for an active employee with the same coverage elections. At the end of the six (6) month period, the “COBRA Payment Period”), (B) the expiration of Employee’s eligibility for the continuation coverage under Employee may continue such COBRA, or (C) the date when Employee becomes eligible if applicable, and shall be responsible for substantially equivalent health insurance coverage in connection with new employment or self-employment. References to COBRA all premiums shall not include any amounts payable by Employee under an Internal Revenue Code Section 125 health care reimbursement plan. 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 Employee elects continued health coverage under COBRA, in lieu of providing the COBRA premiums, the Company will instead pay to Employee, on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employmentthereafter.

Termination Without Cause; Resignation for Good Reason. (other than in connection with a Change in Control). In the event If Employee’s employment with the Company hereunder is terminated prior to the expiration of the then-existing Initial Term or Renewal Term, as applicable, (i) by the Company without Cause, Cause pursuant to Section 7(b) or (ii) by Employee resigns for Good Reason (as defined belowpursuant to Section 7(c), in either case at any time other than during then so long as (and only if) Employee: (A) satisfies the three months before a Change in Control Release Requirement; and (as defined belowB) or during abides by the 12 months following a Change in Controlterms of each of Sections 9, 10 and 11, then 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”), and provided that Employee complies with the conditions set forth in Section 4(e), the Company shall provide Employee with the following severance benefitspayments and benefits set forth in Sections 7(f)(ii)(A), (B) and (C) below: (iA) The Company shall pay severance to Employee in a total amount equal to (x) the Applicable Severance pay Multiple (as defined below), multiplied by (y) the sum of Employee’s Base Salary and target STI Award for the year in which the form of Termination Date occurs (such total severance amount being referred to as the “Severance Payment”). The Severance Payment will be divided into substantially equal installments paid over the twelve (12)-month period following the Termination Date; provided, however, that if the Termination Date is within a CIC Protection Period (as defined below), then the Severance Payment will be paid to Employee in a single lump sum payment on the First Payment Date (as defined below). Subject to Section 23(d), if the Termination Date is not within a CIC Protection Period, then, on the First Payment Date, the Company shall pay to Employee, without interest, a number of such installments equal to six months the number of Employeesuch installments that would have been paid during the period beginning on the Termination Date and ending on the First Payment Date had the installments been paid on the Company’s base salary (regularly scheduled pay dates on or following the “Cash Severance”). Such payment shall be calculated ignoring any decrease in Employee’s base salary that forms Termination Date, and each of the basis for Employee’s resignation for Good Reason and remaining installments shall be paid in a lump sum on the 60th day following EmployeeCompany’s Separation from Serviceregularly scheduled pay dates during the remainder of such twelve (12)-month period. (iiB) ff During the portion, if any, of the twelve (12)-month period following the Termination Date (or, if the Termination Date is during a CIC Protection Period, the eighteen (18)-month period following the Termination Date) (as applicable, the “Reimbursement Period”) that Employee is elects to continue coverage for Employee and Employee’s spouse and eligible for and timely elects continued dependents, if any, under the Company’s group health plan coverage under the plans pursuant to Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following Employee’s termination), the Company will shall promptly reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage and the employee contribution amount that similarly situated employees of the Company pay for the COBRA same or similar coverage under such group health insurance premiums for Employee and Employee’s eligible dependents until the earliest of (A) the close of the six-month period following the termination of Employee’s employment plans (the “COBRA Payment PeriodBenefit”). Each payment of the COBRA Benefit shall be paid to Employee on the Company’s first regularly scheduled pay date in the calendar month immediately following the calendar month in which Employee submits to the Company documentation of the applicable premium payment having been paid by Employee, which documentation shall be submitted by Employee to the Company within thirty (B30) days following the date on which the applicable premium payment is paid. Employee shall be eligible to receive such reimbursement payments until the earliest of: (x) the expiration last day of Employee’s eligibility for the continuation coverage under COBRA, or Reimbursement Period; (Cy) the date when Employee is no longer eligible to receive COBRA continuation coverage; and (z) the date on which Employee becomes eligible for substantially equivalent to receive coverage under a group health insurance plan sponsored by another employer (and any such eligibility shall be promptly reported to the Company by Employee); provided, however, that the election of COBRA continuation coverage in connection and the payment of any premiums due with new employment or self-employment. References respect to such COBRA premiums continuation coverage shall remain Employee’s sole responsibility, and the Company shall not include assume any amounts payable by Employee under an Internal Revenue Code Section 125 health care reimbursement planobligation for payment of any such premiums relating to such COBRA continuation coverage. Notwithstanding the foregoing, if at any time the provision of the benefits described in this paragraph cannot be provided in the manner described above without penalty, tax or other adverse impact on 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 any other member of the Public Health Service Act)Company Group, then regardless of whether Employee elects continued health coverage under COBRA, in lieu of providing the COBRA premiums, the Company will instead pay and Employee shall negotiate in good faith to Employee, determine an alternative manner in which the Company may provide substantially equivalent benefits to Employee without such adverse impact on the last day of each remaining month Company or such other member of the COBRA Payment Period, Company Group. (C) The Company shall pay Employee a fully taxable cash payment equal to pro-rata portion of the COBRA premiums STI Award for that month, subject to applicable tax withholdings the STI Year in which the Termination Date occurs (such amount, the “Special Severance PaymentPro-Rata STI Award”), which payments shall continue until be equal to (x) the earlier STI Award, if any, earned for the STI Year in which the Termination Date occurs based on actual performance (or, if the Termination Date occurs during a CIC Protection Period, the greater of expiration target or actual performance), multiplied by (y) a fraction, the numerator of which is the number of days that have elapsed from the beginning of such STI Year through the Termination Date and the denominator of which is the total number of days in such STI Year. The Pro-Rata STI Award, if any, will be paid on the date short-term incentive awards for such STI Year are paid to other executives of the COBRA Payment Period or Company. The payments and benefits described in Section 7(f)(ii)(A), (B) and (C) above are collectively referred to herein as the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment“Termination Benefits.”

Termination Without Cause; Resignation for Good Reason. (other than in connection with a Change in Control). In the event EmployeeIf Executive’s employment with the Company is terminated by the Company without Cause, Cause (as defined below) or Employee resigns by Executive for Good Reason (as defined below), then subject to timely execution and non-revocation of a general release of claims and compliance with Section 4 (as described further below), in either case at addition to the Accrued Amounts and in lieu of any time other than during severance benefits otherwise payable under any plan or policy of the three Company or any of its subsidiaries or affiliates (the “Company Group”): (i) Executive shall be entitled to continued payment of his Base Salary for a period of 12 months before (or 18 months, if such termination occurs within one year following a “Change in Control Control” (as defined below)) immediately following the date of his termination of employment, payable in accordance with the Company’s ordinary payroll practices as established from time to time; (ii) if Executive timely elects coverage under the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will waive or during reimburse the 12 applicable premium for COBRA continuation coverage for Executive and his covered family members until the earliest of (x) the first anniversary of such termination of employment (or the date that is 18 months following such termination of employment, if such termination occurs within one year following a Change in Control, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard (y) the date Executive becomes eligible for health insurance under the health plan of another employer, or (z) the date Executive is no longer eligible for COBRA. The Company may impute income to any alternative definition thereunder, a “Separation from Service”), and provided that Employee complies Executive in connection with such COBRA subsidy to the conditions set forth in Section 4(e), extent the Company shall provide Employee deems appropriate to mitigate the risk of penalties and/or taxes to Executive or the Company, or to otherwise comply with the following severance benefits: (i) Severance pay in the form of a single lump sum payment equal to six months of Employee’s base salary (the “Cash Severance”). Such payment shall be calculated ignoring any decrease in Employee’s base salary that forms the basis for Employee’s resignation for Good Reason and shall be paid in a lump sum on the 60th day following Employee’s Separation from Serviceapplicable law. (iiiii) ff Employee is eligible for and timely elects continued group health plan coverage under to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following Employee’s terminationextent then unpaid, Executive will receive any Annual Bonus otherwise earned by him in accordance with the Company will pay the COBRA group health insurance premiums for Employee and Employee’s eligible dependents until the earliest of (A) the close terms of the six-month period following applicable bonus plan with respect to the termination fiscal year ended immediately prior to the cessation of EmployeeExecutive’s employment (the “COBRA Payment PeriodPrior Year Bonus”), ; and (Biv) Executive will receive a pro rata portion of the expiration of Employee’s eligibility Annual Bonus for the continuation coverage under COBRAfiscal year in which Executive’s termination of employment occurs based on actual results for such year (determined by multiplying the amount of the Annual Bonus that would have otherwise been payable to Executive for such year in accordance with the terms of the applicable bonus plan (but for his termination) by a fraction, or (C) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. References to COBRA premiums shall not include any amounts payable numerator of which is the number of days during the fiscal year of termination that Executive is employed by Employee under an Internal Revenue Code Section 125 health care reimbursement plan. Notwithstanding the foregoing, if at any time the Company determines, and the denominator of which is the total number of days 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 Employee elects continued health coverage under COBRA, in lieu of providing the COBRA premiums, the Company will instead pay to Employee, on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the fiscal year)(a “Special Severance PaymentPro Rata Bonus”). Unless more generous treatment is approved by the Board or Committee, which payments shall continue until Executive’s outstanding equity awards will be treated in accordance with the earlier of expiration of the COBRA Payment Period or the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employmentapplicable equity plan and award agreements.