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

Termination Without Good Cause or for Good Reason. Employer shall have the right to terminate Employee’s employment (with notice) without Good Cause and Employee shall have the right to terminate Employee’s employment (with notice) for Good Reason (each a “Qualifying Termination”). If there is a Qualifying Termination then the following provisions in this Section 5.2 shall apply: (a) Employer shall provide Employee with the Accrued Benefits; (b) Employer shall provide to Employee a severance payment (the “Severance Payment”) equal to [twelve (12)] months of Employee’s base salary at the rate in effect at the time of termination, but disregarding any reduction that constitutes Good Reason (it being understood that should a Qualifying Termination occur within the first month of Employees employment hereunder, no Severance Payment shall be due or payable to Employee) plus a pro-rata share of any bonus earned for the year of termination, up to the date of termination. The Severance Payment shall be paid in one lump sum and Employee acknowledges that any and all bonuses are at the discretion of the Board. (c) If Employee timely elects continued coverage under COBRA, Employer will pay Employee’s COBRA premiums necessary to continue Employee’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the date of termination and ending on the earliest to occur of: (i) six months following the date of termination or (ii) the date Employee and Employee’s eligible dependents, if applicable, become eligible for group health insurance coverage through a new employer. In the event Employee becomes covered under another employer’s group health plan during the COBRA Premium Period, Employee must immediately notify Employer of such event. (d) To be eligible to receive the Severance Payment and as a condition to payment thereof, Employee must have executed and not revoked a full and complete general release of any and all claims against Employer and related persons and entities in the standard form then used by Employer (“Release”), within 30 days of the date of termination. Upon making all of the applicable Severance Payment (and Accrued Benefits), Employer shall have no further obligations to Employee under this Agreement or any other agreement relating to or arising out of Employee’s status as an employee of Employer (as opposed to some other status with respect to Employer, such as a shareholder or holder of a stock option).

Termination Without Good Cause or for Good Reason. Employer shall have the right to terminate Employee’s employment (with notice) without Good Cause and Employee shall have the right to terminate Employee’s employment (with notice) for Good Reason (each a “Qualifying Termination”). If there is a Qualifying Termination Termination, then the following provisions in this Section 5.2 shall apply: (a) Employer shall provide Employee with the Accrued Benefits; (b) On the six (6) month anniversary of the date Employee’s termination becomes effective, Employer shall provide to pay Employee in a severance payment (the “Severance Payment”) lump sum an amount equal to [twelve (12)] months of Employee’s 6) months’ base salary (at the rate in effect at the time of termination, but disregarding any reduction that constitutes Good Reason (it being understood that should a Qualifying Termination occur within the first month of Employees employment hereunderReason), no Severance Payment shall be due or payable to Employee) plus a pro-rata share of any bonus earned for the year of termination, up to the date of termination. The Severance Payment shall be paid in one lump sum less applicable taxes and Employee required withholdings; employee acknowledges that any and all bonuses are at the discretion of the BoardBoard and at the advice of the Compensation Committee. (c) If Employee timely elects continued coverage under COBRA, Employer will pay Employee’s COBRA premiums necessary to continue Employee’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the date of termination and ending on the earliest to occur of: (i) six months following the date of termination or (ii) the date Employee and Employee’s eligible dependents, if applicable, become eligible for group health insurance coverage through a new employer. In the event Employee becomes covered under another employer’s group health plan during the COBRA Premium Period, Employee must immediately notify Employer of such event.. Notwithstanding the foregoing, if the Company's making payments under this Section 5.2(c) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the "ACA"), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section 5.2(c) in a manner as is necessary to comply with the ACA. Xxxxxx Xxxxxxxxx, MD– Employment Agreement (d) Notwithstanding Section 3, the award agreements (the “Stock Agreements”) for all common stock granted to Employee by the Company prior to the termination date (collectively, the “Granted Stock”) and the Option Agreements for the Options shall provide that the Granted Stock and Options will continue to vest (and become exercisable) for a period of twelve (12) months following the date of termination. In addition, the Option Agreements for the Options shall provide that, notwithstanding any contrary provisions in the Plan, any vested portion of the Options not previously terminated in accordance with the Option Agreements and the Plan, may be exercised within twenty-four (24) months after such termination date, or on or prior to the Option Expiration Date (as specified and defined in the respective Stock Option Grant Notices for the Options), whichever is earlier. To be eligible to receive for the Severance Payment and as a condition to severance payment thereofprovided for in this Section 5.2, Employee must have executed and not revoked a full and complete general release of any and all claims against Employer and related persons and entities in the standard form then used by Employer (“Release”), within 30 60 days of the date of termination. Upon making all of the applicable Severance Payment (severance payments and Accrued Benefits)benefits, except with respect to any outstanding equity compensation agreements and the provisions of Section 4, Employer shall have no further obligations to Employee under this Agreement or any other agreement relating to or arising out of Employee’s status as an employee of Employer (as opposed to some other status with respect to Employer, such as a shareholder or holder of a stock option).

Termination Without Good Cause or for Good Reason. Employer shall have the right to terminate Employee’s employment (with notice) without Good Cause and Employee shall have the right to terminate Employee’s employment (with notice) for Good Reason (each a “Qualifying Termination”). If there is a Qualifying Termination then the following provisions in this Section 5.2 shall apply: (a) Employer shall provide Employee with the Accrued Benefits; (b) On the six (6) month anniversary of the date Employee’s termination becomes effective, Employer shall provide to pay Employee in a severance payment (the “Severance Payment”) lump sum an amount equal to [twelve (12)] months of Employee’s 6) months’ base salary (at the rate in effect at the time of termination, but disregarding any reduction that constitutes Good Reason (it being understood that should a Qualifying Termination occur within the first month of Employees employment hereunderReason), no Severance Payment shall be due or payable to Employee) plus a pro-rata share of any bonus earned for the year of termination, up to the date of termination. The Severance Payment shall be paid in one lump sum and Employee ; employee acknowledges that any and all bonuses are at the discretion of the BoardBoard and at the advice of the Compensation Committee. (c) If Employee timely elects continued coverage under COBRA, Employer will pay Employee’s COBRA premiums necessary to continue Employee’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the date of termination and ending on the earliest to occur of: (i) six months following the date of termination or (ii) the date Employee and Employee’s eligible dependents, if applicable, become eligible for group health insurance coverage through a new employer. In the event Employee becomes covered under another employer’s group health plan during the COBRA Premium Period, Employee must immediately notify Employer of such event. (d) Notwithstanding Section 3.4, the award agreements (the “Stock Agreements”) for all common stock granted to Employee by the Company prior to the termination date (collectively, the “Granted Stock”) and the Option Agreements for the Options shall provide that the Granted Stock and Options will continue to vest (and become exercisable) for a period of twelve (12) months following the date of termination. In addition, the Option Agreements for the Options shall provide that, notwithstanding any contrary provisions in the Plan, any vested portion of the Options not previously terminated in accordance with the Option Agreements and the Plan, may be exercised within twenty-four (24) months after such termination date, or on or prior to the Option Expiration Date (as specified and defined in the respective Stock Option Grant Notices for the Options), whichever is earlier. To be eligible to receive for the Severance Payment and as a condition to severance payment thereofprovided for in this Section 5.2, Employee must have executed and not revoked a full and complete general release of any and all claims against Employer and related persons and entities in the standard form then used by Employer (“Release”), within 30 60 days of the date of termination. Upon making all of the applicable Severance Payment (severance payments and Accrued Benefits)benefits, except with respect to any outstanding equity compensation agreements and the provisions of Section 4, Employer shall have no further obligations to Employee under this Agreement or any other agreement relating to or arising out of Employee’s status as an employee of Employer (as opposed to some other status with respect to Employer, such as a shareholder or holder of a stock option).

Termination Without Good Cause or for Good Reason. Employer The Company shall have the right to terminate Employee’s employment (with notice) without Good Cause and Employee shall have the right to terminate Employee’s employment (with notice) for Good Reason (each a “Qualifying Termination”). If there is a Qualifying Termination then the following provisions in this Section 5.2 shall apply: (a) Employer The Company shall provide Employee with the Accrued Benefits; (b) Employer On the four (4) month anniversary of the date Employee’s termination becomes effective, The Company shall provide to pay Employee in a severance payment (the “Severance Payment”) lump sum an amount equal to [twelve (12)] months of Employee’s 4) months’ base salary (at the rate in effect at the time of termination, but disregarding any reduction that constitutes Good Reason (it being understood that should a Qualifying Termination occur within the first month of Employees employment hereunderReason), no Severance Payment shall be due or payable to Employee) plus a pro-rata share of any bonus earned for the year of termination, up to the date of termination. The Severance Payment shall be paid in one lump sum and Employee ; employee acknowledges that any and all bonuses are at the discretion of the BoardBoard and at the advice of the Compensation Committee. (c) If Employee timely elects continued coverage under COBRA, Employer the Company will pay Employee’s COBRA premiums necessary to continue Employee’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the date of termination and ending on the earliest to occur of: (i) six months following the date of termination or (ii) the date Employee and Employee’s eligible dependents, if applicable, become eligible for group health insurance coverage through a new employer. In the event Employee becomes covered under another employer’s group health plan during the COBRA Premium Period, Employee must immediately notify Employer Company of such event. (d) . To be eligible to receive for the Severance Payment and as a condition to severance payment thereofprovided for in this Section 5.2, Employee must have executed and not revoked a full and complete general release of any and all claims against Employer the Company and related persons and entities in the standard form then used by Employer the Company (“Release”), within 30 60 days of the date of termination. Upon making all of the applicable Severance Payment (severance payments and Accrued Benefits)benefits, Employer except with respect to any outstanding equity compensation agreements, the Company shall have no further obligations to Employee under this Agreement or any other agreement relating to or arising out of Employee’s status as an employee of Employer the Company (as opposed to some other status with respect to Employerthe Company, such as a shareholder or holder of a stock option).

Termination Without Good Cause or for Good Reason. Employer shall have the right to terminate Employee’s employment (with notice) without Good Cause and Employee shall have the right to terminate Employee’s employment (with notice) for Good Reason (each a “Qualifying Termination”). If there is a Qualifying Termination then the following provisions in this Section 5.2 shall apply: (a) Employer shall provide Employee with the Accrued Benefits; (b) Employer shall provide to Employee a severance payment with continued payments of base salary (as if Employee’s employment had not terminated) through the “Severance Payment”) sixth month after the termination date provided that the aggregate amount that can be paid under this paragraph shall equal to [twelve (12)] months fifty percent of Employee’s annual base salary (at the rate in effect at the time of termination, but disregarding any reduction that constitutes Good Reason (it being understood that should a Qualifying Termination occur within the first month of Employees employment hereunder, no Severance Payment shall be due or payable to Employee) plus a pro-rata share of any bonus earned for the year of termination, up to the date of termination. Reason); The Severance Payment payments provided by this paragraph shall be paid to Employee in one lump sum substantially equal installments payable in accordance with the Company’s regular payroll practices over the six month period provided however that the first such installment will be paid to Employee on the first regular payroll date occurring on or after the 60th day after the termination date and Employee acknowledges such first installment will include any unpaid amounts that any and all bonuses are at would have otherwise been paid during such period before the discretion of the Board.first installment payment; Xxxx Xxxxxx Xxxxxxx– Employment Agreement (c) If Employee timely elects continued coverage under COBRA, Employer will pay Employee’s COBRA premiums necessary to continue Employee’s coverage On the six (including coverage for eligible dependents, if applicable6) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the date of termination and ending on the earliest to occur of: (i) six months following the date of termination or (ii) the date Employee and Employee’s eligible dependents, if applicable, become eligible for group health insurance coverage through a new employer. In the event Employee becomes covered under another employer’s group health plan during the COBRA Premium Period, Employee must immediately notify Employer of such event. (d) To be eligible to receive the Severance Payment and as a condition to payment thereof, Employee must have executed and not revoked a full and complete general release of any and all claims against Employer and related persons and entities in the standard form then used by Employer (“Release”), within 30 days month anniversary of the date of termination. Upon making all of the applicable Severance Payment (and Accrued Benefits)Employee’s termination becomes effective, Employer shall have no further obligations to pay Employee under this Agreement or any other agreement relating to or arising out of Employee’s status as in a lump sum an employee of Employer (as opposed to some other status with respect to Employer, such as a shareholder or holder of a stock option).amount equal to

Termination Without Good Cause or for Good Reason. Employer shall have the right to terminate Employee’s employment (with notice) without Good Cause and Employee shall have the right to terminate Employee’s employment (with notice) for Good Reason (each a “Qualifying Termination”). If there is a Qualifying Termination then the following provisions in this Section 5.2 shall apply: (a) Employer shall provide Employee with the Accrued Benefits; (b) Employer shall provide to Employee a severance payment with continued payments of base salary (as if Employee’s employment had not terminated) through the “Severance Payment”) sixth month after the termination date provided that the aggregate amount that can be paid under this paragraph shall equal to [twelve (12)] months fifty percent of Employee’s annual base salary (at the rate in effect at the time of termination, but disregarding any reduction that constitutes Good Reason (it being understood Reason); The payments provided by this paragraph shall be paid to Employee in substantially equal installments payable in accordance with the Company’s regular payroll practices over the six month period provided however that should a Qualifying Termination occur within the first such installment will be paid to Employee on the first regular payroll date occurring on or after the 60th day after the termination date and such first installment will include any unpaid amounts that would have otherwise been paid during such period before the first installment payment; (c) On the six (6) month anniversary of Employees employment hereunderthe date Employee’s termination becomes effective, no Severance Payment Employer shall be due or payable pay Employee in a lump sum an amount equal to Employee(6) months’ base salary (at the rate in effect at the time of termination, but disregarding any reduction that constitutes Good Reason), plus a pro-rata share of any bonus earned for the year of termination, up to the date of termination. The Severance Payment shall be paid in one lump sum and ; Employee acknowledges that any and all bonuses are at the discretion of the BoardBoard and at the advice of the Compensation Committee. (cd) If Employee timely elects continued coverage under COBRA, Employer will pay Employee’s COBRA premiums necessary to continue Employee’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the date of termination and ending on the earliest to occur of: (i) six twelve months following the date of termination or (ii) the date Employee and Employee’s eligible dependents, if applicable, become eligible for group health insurance coverage through a new employer. In the event Employee becomes covered under another employer’s group health plan during the COBRA Premium Period, Employee must Xxxxxx Xxxx– Employment Agreement immediately notify Employer of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that its payment of the premiums on Employee’s behalf would result in a violation of the nondiscrimination rules of Internal Revenue Code Section 105(h)(2) 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 Care and Education Reconciliation Act), then the Company shall instead each month provide Employee with a taxable payment equal to the amount of the Company’s portion of the premiums which Employee may, but is not required to, use towards the cost of coverage. (de) The stock award agreements (the “Stock Agreements”) for all common stock granted to Employee by the Company after the Commencement Date and prior to the termination date (collectively, the “Granted Stock”) and the Option Agreements for the Options that were granted to Employee after the Commencement Date and prior to the termination date shall provide that the Granted Stock and Options will become fully vested (and become exercisable) as of the termination date (but in no case will any Option be exercisable after its Option Expiration Date). In addition, the Option Agreements for the Options shall provide that, notwithstanding any contrary provisions in the Plan, any vested portion of the Options not previously terminated in accordance with the Option Agreements and the Plan, may be exercised within twenty-four (24) months after such termination date, or on or prior to the Option Expiration Date (as specified and defined in the respective Stock Option Grant Notices for the Options), whichever is earlier. To be eligible to receive for the Severance Payment and as a condition to payment thereofseverance benefits provided for in this Section 5.2, Employee must have executed and not revoked a full and complete general release of any and all claims against Employer and related persons and entities in the standard form then used by Employer (“Release”), such that the Release becomes effective by its own terms within 30 60 days of the date of termination. Upon making all of the applicable Severance Payment (severance payments and Accrued Benefits)benefits, except with respect to any outstanding equity compensation agreements and the provisions of Section 4, Employer shall have no further obligations to Employee under this Agreement or any other agreement relating to or arising out of Employee’s status as an employee of Employer (as opposed to some other status with respect to Employer, such as a shareholder or holder of a stock option).

Termination Without Good Cause or for Good Reason. Employer The Company shall have the right to terminate Employee’s employment (with notice) without Good Cause and Employee shall have the right to terminate Employee’s employment (with notice) for Good Reason (each a “Qualifying Termination”). If there is a Qualifying Termination then the following provisions in this Section 5.2 shall apply: (a) Employer The Company shall provide Employee with the Accrued Benefits; (b) Employer On the six (6) month anniversary of the date Employee’s termination becomes effective, The Company shall provide to pay Employee in a severance payment (the “Severance Payment”) lump sum an amount equal to [twelve (12)] months of Employee’s 6) months’ base salary (at the rate in effect at the time of termination, but disregarding any reduction that constitutes Good Reason (it being understood that should a Qualifying Termination occur within the first month of Employees employment hereunderReason), no Severance Payment shall be due or payable to Employee) plus a pro-rata share of any bonus earned for the year of termination, up to the date of termination. The Severance Payment shall be paid in one lump sum and Employee ; employee acknowledges that any and all bonuses are at the discretion of the BoardBoard and at the advice of the Compensation Committee. (c) If Employee timely elects continued coverage under COBRA, Employer the Company will pay Employee’s COBRA premiums necessary to continue Employee’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the date of termination and ending on the earliest to occur of: (i) six months following the date of termination or (ii) the date Employee and Employee’s eligible dependents, if applicable, become eligible for group health insurance coverage through a new employer. In the event Employee becomes covered under another employer’s group health plan during the COBRA Premium Period, Employee must immediately notify Employer Company of such event. (d) . To be eligible to receive for the Severance Payment and as a condition to severance payment thereofprovided for in this Section 5.2, Employee must have executed and not revoked a full and complete general release of any and all claims against Employer the Company and related persons and entities in the standard form then used by Employer the Company (“Release”), within 30 60 days of the date of termination. Upon making all of the applicable Severance Payment (severance payments and Accrued Benefits)benefits, Employer except with respect to any outstanding equity compensation agreements, the Company shall have no further obligations to Employee under this Agreement or any other agreement relating to or arising out of Employee’s status as an employee of Employer the Company (as opposed to some other status with respect to Employerthe Company, such as a shareholder or holder of a stock option).

Termination Without Good Cause or for Good Reason. Employer shall have the right to terminate Employee’s employment (with notice) without Good Cause and Employee shall have the right to Xxxx Xxxxxx Xxxxxxx– Employment Agreement terminate Employee’s employment (with notice) for Good Reason (each a “Qualifying Termination”). If there is a Qualifying Termination then the following provisions in this Section 5.2 shall apply: (a) Employer shall provide Employee with the Accrued Benefits; (b) On the six (6) month anniversary of the date Employee’s termination becomes effective, Employer shall provide to pay Employee in a severance payment (the “Severance Payment”) lump sum an amount equal to [twelve (12)] months of Employee’s 6) months’ base salary (at the rate in effect at the time of termination, but disregarding any reduction that constitutes Good Reason (it being understood that should a Qualifying Termination occur within the first month of Employees employment hereunderReason), no Severance Payment shall be due or payable to Employee) plus a pro-rata share of any bonus earned for the year of termination, up to the date of termination. The Severance Payment shall be paid in one lump sum and Employee ; employee acknowledges that any and all bonuses are at the discretion of the BoardBoard and at the advice of the Compensation Committee. (c) If Employee timely elects continued coverage under COBRA, Employer will pay Employee’s COBRA premiums necessary to continue Employee’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the date of termination and ending on the earliest to occur of: (i) six months following the date of termination or (ii) the date Employee and Employee’s eligible dependents, if applicable, become eligible for group health insurance coverage through a new employer. In the event Employee becomes covered under another employer’s group health plan during the COBRA Premium Period, Employee must immediately notify Employer of such event. (d) Notwithstanding Section 3.4, the award agreements (the “Stock Agreements”) for all common stock granted to Employee by the Company prior to the termination date (collectively, the “Granted Stock”) and the Option Agreements for the Options shall provide that the Granted Stock and Options will continue to vest (and become exercisable) for a period of twelve (12) months following the date of termination. In addition, the Option Agreements for the Options shall provide that, notwithstanding any contrary provisions in the Plan, any vested portion of the Options not previously terminated in accordance with the Option Agreements and the Plan, may be exercised within twenty-four (24) months after such termination date, or on or prior to the Option Expiration Date (as specified and defined in the respective Stock Option Grant Notices for the Options), whichever is earlier. To be eligible to receive for the Severance Payment and as a condition to severance payment thereofprovided for in this Section 5.2, Employee must have executed and not revoked a full and complete general release of any and all claims against Employer and related persons and entities in the standard form then used by Employer (“Release”), within 30 60 days of the date of termination. Upon making all of the applicable Severance Payment (severance payments and Accrued Benefits)benefits, except with respect to any outstanding equity compensation agreements and the provisions of Section 4, Employer shall have no further obligations to Employee under this Agreement or any other agreement relating to or arising out of Employee’s status as an employee of Employer (as opposed to some other status with respect to Employer, such as a shareholder or holder of a stock option).

Termination Without Good Cause or for Good Reason. Employer shall have the right to terminate Employee’s employment (with notice) without Good Cause and Employee shall have the right to terminate Employee’s employment (with notice) for Good Reason (each a “Qualifying Termination”). If there is a Qualifying Termination then the following provisions in this Section 5.2 shall apply: (a) Employer shall provide Employee with the Accrued Benefits; (b) Employer shall provide to Employee a severance payment employee with continued payments of base salary (as if Employee’s employment had not terminated) through the “Severance Payment”) sixth month after the termination date provided that the aggregate amount that can be paid under this paragraph shall equal to [twelve (12)] months fifty percent of Employee’s annual base salary (at the rate in effect at the time of termination, but disregarding any reduction that constitutes Good Reason (it being understood Reason). The payments provided by this paragraph shall be paid to Employee in substantially equal installments payable in accordance with the Company’s regular payroll practices over the six month period, provided however that should a Qualifying Termination occur within the first such installment will be paid to Employee on the first regular payroll date occurring on or after the 60th day after the termination date and such first installment will include any unpaid amounts that would have otherwise been paid during such period before the first installment payment; (c) On or before the six (6) month anniversary of Employees employment hereunderthe date Employee’s termination becomes effective, no Severance Payment Employer shall be due or payable to Employee) plus pay Employee a pro-rata share of any bonus earned for the year of termination, up to the date of termination. The Severance Payment shall be paid in one lump sum and Employee ; employee acknowledges that any and all bonuses are at the discretion of the BoardBoard and at the advice of the Compensation Committee. (cd) If Employee timely elects continued coverage under COBRA, Employer will pay Employee’s COBRA premiums necessary to continue Employee’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the date of termination and ending on the earliest to occur of: (i) six months following the date of termination or (ii) the date Employee and Employee’s eligible dependents, if applicable, become eligible for group health insurance coverage through a new employer. In the event Employee becomes covered under another employer’s group health plan during the COBRA Premium Period, Employee must immediately notify Employer of such event. (de) Notwithstanding Section 3.4, the award agreements (the “Stock Agreements”) for all common stock granted to Employee by the Company prior to the termination date (collectively, the “Granted Stock”) and the Option Agreements for the Options shall provide that the Granted Stock and Options will continue to vest (and become exercisable) Xxxxxxx Xxxxxx– Employment Agreement for a period of twelve (12) months following the date of termination. In addition, the Option Agreements for the Options shall provide that, notwithstanding any contrary provisions in the Plan, any vested portion of the Options not previously terminated in accordance with the Option Agreements and the Plan, may be exercised within twenty-four (24) months after such termination date, or on or prior to the Option Expiration Date (as specified and defined in the respective Stock Option Grant Notices for the Options), whichever is earlier. To be eligible to receive for the Severance Payment and as a condition to severance payment thereofprovided for in this Section 5.2, Employee must have executed and not revoked a full and complete general release of any and all claims against Employer and related persons and entities in substantially the standard form then used by Employer attached to this Agreement as Exhibit A (“Release”), within 30 60 days of the date of termination; provided, however, that Employer may update and modify such form, if necessary, to be enforceable under then applicable law. Upon making all of the applicable Severance Payment (severance payments and Accrued Benefits)benefits, except with respect to any outstanding equity compensation agreements and the provisions of Section 4, Employer shall have no further obligations to Employee under this Agreement or any other agreement relating to or arising out of Employee’s status as an employee of Employer (as opposed to some other status with respect to Employer, such as a shareholder or holder of a stock option).

Termination Without Good Cause or for Good Reason. Employer shall have the right to terminate Employee’s employment (with notice) without Good Cause and Employee shall have the right to terminate Employee’s employment (with notice) for Good Reason (each a “Qualifying Termination”). If there is a Qualifying Termination then the following provisions in this Section 5.2 shall apply: (a) Employer shall provide Employee with the Accrued Benefits; (b) Employer shall provide to Employee a severance payment with continued payments of base salary (as if Employee’s employment had not terminated) through the “Severance Payment”) sixth month after the termination date provided that the aggregate amount that can be paid under this paragraph shall equal to [twelve (12)] months fifty percent of Employee’s annual base salary (at the rate in effect at the time of termination, but disregarding any reduction that constitutes Good Reason (it being understood Reason); The payments provided by this paragraph shall be paid to Employee in substantially equal installments payable in accordance with the Company’s regular payroll practices over the six month period provided however that should a Qualifying Termination occur within the first such installment will be paid to Employee on the first regular payroll date occurring on or after the 60th day after the termination date and such first installment will include any unpaid amounts that would have otherwise been paid during such period before the first installment payment; (c) On the six (6) month anniversary of Employees employment hereunderthe date Employee’s termination becomes effective, no Severance Payment Employer shall be due or payable pay Employee in a lump sum an amount equal to Employee(6) months’ base salary (at the rate in effect at the time of termination, but disregarding any reduction that constitutes Good Reason), plus a pro-rata share of any bonus earned for the year of termination, up to the date of termination. The Severance Payment shall be paid in one lump sum and ; Employee acknowledges that any and all bonuses are at the discretion of the BoardBoard and at the advice of the Compensation Committee. (cd) If Employee timely elects continued coverage under COBRA, Employer will pay Employee’s COBRA premiums necessary to continue Employee’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the date of termination and ending on the earliest to occur of: (i) six twelve months following the date of termination or (ii) the date Employee and Employee’s eligible dependents, if applicable, become eligible for group health insurance coverage through a new employer. In the event Employee becomes covered under another employer’s group health plan during the COBRA Premium Period, Employee must immediately notify Employer of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that its payment of the premiums on Employee’s behalf would result in a violation of the nondiscrimination rules of Internal Revenue Code Section 105(h)(2) 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 Care and Education Reconciliation Act), then the Company shall instead each month provide Employee with a taxable payment equal to the amount of the Company’s portion of the premiums which Employee may, but is not required to, use towards the cost of coverage. (de) The stock award agreements (the “Stock Agreements”) for all common stock granted to Employee by the Company after the Commencement Date and prior to the termination date (collectively, the “Granted Stock”) and the Option Agreements for the Options that were granted to Employee after the Commencement Date and prior to the termination Xxxxxxx XxXxxxx– Employment Agreement date shall provide that the Granted Stock and Options will become fully vested (and become exercisable) as of the termination date (but in no case will any Option be exercisable after its Option Expiration Date). In addition, the Option Agreements for the Options shall provide that, notwithstanding any contrary provisions in the Plan, any vested portion of the Options not previously terminated in accordance with the Option Agreements and the Plan, may be exercised within twenty-four (24) months after such termination date, or on or prior to the Option Expiration Date (as specified and defined in the respective Stock Option Grant Notices for the Options), whichever is earlier. To be eligible to receive for the Severance Payment and as a condition to payment thereofseverance benefits provided for in this Section 5.2, Employee must have executed and not revoked a full and complete general release of any and all claims against Employer and related persons and entities in the standard form then used by Employer (“Release”), such that the Release becomes effective by its own terms within 30 60 days of the date of termination. Upon making all of the applicable Severance Payment (severance payments and Accrued Benefits)benefits, except with respect to any outstanding equity compensation agreements and the provisions of Section 4, Employer shall have no further obligations to Employee under this Agreement or any other agreement relating to or arising out of Employee’s status as an employee of Employer (as opposed to some other status with respect to Employer, such as a shareholder or holder of a stock option).

Termination Without Good Cause or for Good Reason. Employer shall have the right to terminate Employee’s employment (with notice) without Good Cause and Employee shall have the right to terminate Employee’s employment (with notice) for Good Reason (each a “Qualifying Termination”). If there is a Qualifying Termination then the following provisions in this Section 5.2 shall apply: (a) Employer shall provide Employee with the Accrued Benefits; (b) Employer shall provide to Employee a severance payment with continued payments of base salary (as if Employee’s employment had not terminated) through the “Severance Payment”) sixth month after the termination date provided that the aggregate amount that can be paid under this paragraph shall equal to [twelve (12)] months fifty percent of Employee’s annual base salary (at the rate in effect at the time of termination, but disregarding any reduction that constitutes Good Reason (it being understood Reason); The payments provided by this paragraph shall be paid to Employee in substantially equal installments payable in accordance with the Company’s regular payroll practices over the six month period provided however that should a Qualifying Termination occur within the first such installment will be paid to Employee on the first regular payroll date occurring on or after the 60th day after the termination date and such first installment will include any unpaid amounts that would have otherwise been paid during such period before the first installment payment; (c) On the six (6) month anniversary of Employees employment hereunderthe date Employee’s termination becomes effective, no Severance Payment Employer shall be due or payable pay Employee in a lump sum an amount equal to Employee(6) months’ base salary (at the rate in effect at the time of termination, but disregarding any reduction that constitutes Good Reason), plus a pro-rata share of any bonus earned for the year of termination, up to the date of termination. The Severance Payment shall be paid in one lump sum and ; Employee acknowledges that any and all bonuses are at the discretion of the BoardBoard and at the advice of the Compensation Committee. (cd) If Employee timely elects continued coverage under COBRA, Employer will pay Employee’s COBRA premiums necessary to continue Employee’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the date of termination and ending on the earliest to occur of: (i) six twelve months following the date of termination or (ii) the date Employee and Employee’s eligible dependents, if applicable, become eligible for group health insurance coverage through a new employer. In the event Employee becomes covered under another employer’s group health plan during the COBRA Premium Period, Employee must immediately notify Employer of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that its payment of the premiums on Employee’s behalf would result in a violation of the nondiscrimination rules of Internal Revenue Code Section 105(h)(2) 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 Care and Education Reconciliation Act), then the Company shall instead each month provide Employee with a taxable payment equal to the amount of the Company’s portion of the premiums which Employee may, but is not required to, use towards the cost of coverage. (de) The stock award agreements (the “Stock Agreements”) for all common stock granted to Employee by the Company after the Commencement Date and prior to the termination date (collectively, the “Granted Stock”) and the Option Agreements for the Options that were granted to Employee after the Commencement Date and prior to the termination Xxxxx X. Xxxx– Employment Agreement date shall provide that the Granted Stock and Options will become fully vested (and become exercisable) as of the termination date (but in no case will any Option be exercisable after its Option Expiration Date). In addition, the Option Agreements for the Options shall provide that, notwithstanding any contrary provisions in the Plan, any vested portion of the Options not previously terminated in accordance with the Option Agreements and the Plan, may be exercised within twenty-four (24) months after such termination date, or on or prior to the Option Expiration Date (as specified and defined in the respective Stock Option Grant Notices for the Options), whichever is earlier. To be eligible to receive for the Severance Payment and as a condition to payment thereofseverance benefits provided for in this Section 5.2, Employee must have executed and not revoked a full and complete general release of any and all claims against Employer and related persons and entities in the standard form then used by Employer (“Release”), such that the Release becomes effective by its own terms within 30 60 days of the date of termination. Upon making all of the applicable Severance Payment (severance payments and Accrued Benefits)benefits, except with respect to any outstanding equity compensation agreements and the provisions of Section 4, Employer shall have no further obligations to Employee under this Agreement or any other agreement relating to or arising out of Employee’s status as an employee of Employer (as opposed to some other status with respect to Employer, such as a shareholder or holder of a stock option).