Common use of The Severance Package Clause in Contracts

The Severance Package. In the event the Company terminates Executive’s employment without Cause, and provided that Executive first executes a general release in a form and of a scope reasonably acceptable to the Company within sixty (60) days of the Termination Date, the Company shall provide, following the effective date of such general release, the following severance benefits to Executive (the “Severance Package”): (a) A payment (the “Severance Payment”) in the following amount: (i) An amount equal to Executive’s Base Salary through the end of the twelve (12) month period commencing on the Termination Date; plus (ii) An amount equal to the average annual discretionary cash bonus, if any, awarded by the Company to Executive with respect to the two years preceding the year in which the Termination Date occurs, provided that, for purposes of this paragraph only, Executive shall be deemed to have received his thirty-five percent of Base Salary bonus target for any year within such two-year period in which Executive was not paid a bonus solely because Executive was not employed by the Company, and provided further that for purposes of this sub-paragraph only, the annual discretionary cash bonus, if any, awarded by the Company shall not be pro-rated. Attached at Exhibit D is a series of examples of the manner in which this portion of the Severance Payment shall be calculated. (b) Payment of the costs associated with continuing the benefits which Executive is entitled to receive pursuant to Section 4.4 of this Agreement at the level in effect as of the Termination Date (subject to any employee contribution requirements applicable to Executive on the Termination Date) through the twelve (12) month period commencing on the Termination Date, to the extent such benefits may continue beyond the Termination Date (for example, among other things, Executive’s coverage under the Company’s life and disability insurance policies will terminate as of the Termination Date). (c) The Severance Payment shall be paid to Executive in substantially equal installments, according to the Company’s regular payroll schedule, over the twelve (12) month period beginning on the first regular payroll date following the effective date of the general release executed by Executive as provided above, subject to Section 5.8 below.

The Severance Package. In the event the Company terminates Executive’s employment without Cause, and provided that Executive first executes a general release in a form and of a scope reasonably acceptable to the Company within sixty (60) days of the Termination Date, the Company shall provide, following the effective date of such general release, provide the following severance benefits to Executive (the “Severance Package”): (a) A payment (the “Severance Payment”) in the following amount: (i) An amount equal to Executive’s Base Salary through the end of the twelve (12) twelve-month period commencing on the Termination Date; plus (ii) An amount equal to the average annual discretionary cash bonus, if any, awarded paid by the Company to Executive with respect to the two years preceding the year in which the Termination Date occurs, provided that, for purposes of this paragraph only, . Bonus amounts paid to Executive shall be deemed to have received his thirty-five percent of Base Salary bonus target for any year within such two-year period in which Executive was not paid a bonus solely because Executive was not employed by the Company, and provided further that for purposes of this sub-paragraph only, the annual discretionary cash bonus, if any, awarded by the Company prior to the Effective Date shall not be pro-ratedincluded in the calculation set forth in the preceding sentence. Attached at Exhibit D is a series of examples of the manner in which this portion of the Severance Payment shall be calculated. (b) Payment of the costs associated with continuing the benefits which Executive is entitled to receive pursuant to Section 4.4 of this Agreement at the level in effect as of the Termination Date (subject to any employee contribution requirements applicable to Executive on the Termination Date) through the twelve (12) twelve-month period commencing on the Termination Date, to the extent such benefits may continue beyond the Termination Date (for example, among other things, Executive’s coverage under the Company’s life and disability insurance policies will terminate as of the Termination Date). (c) The Severance Payment shall be paid to Executive in substantially equal installments, according to the Company’s regular payroll scheduleschedule over a twelve-month period, over the twelve (12) month period beginning on the first regular payroll date following the effective date of the general release executed by Executive as provided above, subject to Section 5.8 below.

The Severance Package. In the event the The Company terminates may terminate Executive’s employment hereunder at any time without CauseCause (as defined in Section 5.2) upon not less than fourteen (14) days prior written notice from the Company to Executive. The effective date of Executive’s termination shall be referred to herein as the “Termination Date.” If Executive’s employment is terminated by the Company pursuant to this Section 5.1, all compensation and benefits provided to Executive by the Company pursuant to this Agreement or otherwise shall cease as of the Termination Date, except that the Company shall pay Executive all amounts owed to Executive for work performed prior to the Termination Date, plus the cash value of any accrued but unused PTO, as of the Termination Date. In addition, provided that Executive first executes a general release in a form and of a scope reasonably acceptable to the Company within sixty (60) days of the Termination DateCompany, the Company shall provide, following the effective date of such general release, provide the following severance benefits to Executive (the “Severance Package”): (a) A lump sum payment (the “Severance Payment”) in the following amount: (i) An amount equal to Executive’s Base Salary through the end of the twelve (12) month period commencing on the Termination Date; plus (ii) An amount equal to the average annual discretionary cash bonus, if any, awarded paid by the Company to Executive with respect to the two (2) years preceding the year in which the Termination Date occurs, provided that, for purposes of this paragraph only, Executive shall be deemed to have received his thirty-five 35 percent of Base Salary bonus target for any year within such two2-year period in which Executive was not paid a bonus solely because Executive he was not employed by the Company, and provided further that for purposes of this sub-paragraph only, the annual discretionary cash bonus, if any, awarded by the Company shall not be pro-rated. Attached at Exhibit D is a series of examples of the manner in which this portion of the Severance Payment shall be calculated. (b) Immediate vesting of fifty (50) percent of any unvested portion of the Execution Stock Option granted pursuant to Section 4.3 of this Agreement; and (c) Payment of the costs associated with continuing the benefits which Executive is entitled to receive pursuant to Section 4.4 of this Agreement at the level in effect as of the Termination Date (subject to any employee contribution requirements applicable to Executive on the Termination Date) through the twelve (12) month period commencing on the Termination Date, to the extent such benefits may continue beyond the Termination Date (for example, among other things, Executive’s coverage under the Company’s life and disability insurance policies will terminate as of the Termination Date). (cd) The Severance Payment shall be paid to Executive in substantially equal installmentsNotwithstanding the foregoing, according to the Company’s regular payroll schedule, over extent the twelve (12) month period beginning on the first regular payroll date following the effective date Company reasonably determines that any portion of the general release executed by Executive as provided above, Severance Package is subject to Section 5.8 below.409A of the Internal Revenue Code, payment of any such portion of the Severance Package subject to Section 409A shall (i) to the extent required, be delayed for a period of six months from the Termination Date, or (ii) to the extent permitted under subsequent guidance from the Internal Revenue Service, otherwise made to comply with such Section 409A requirements, provided, however, that any such action under this subsection

The Severance Package. In the event the Company terminates Executive’s employment without Cause, and provided that Executive first executes a general release in a form and of a scope reasonably acceptable to the Company within sixty (60) days of the Termination Date, the Company shall provide, following the effective date of such general release, provide the following severance benefits to Executive (the “Severance Package”): (a) A payment (the “Severance Payment”) in the following amount: (i) An amount equal to Executive’s Base Salary through the end of the twelve twenty four (1224) month period commencing on the Termination Date; plus (ii) An amount equal to the average annual discretionary cash total bonus, if any, awarded paid by the Company to Executive with respect to the two (2) years preceding the year in which the Termination Date occurs, provided that, for purposes of this paragraph only, Executive shall be deemed to have received his thirty-five 50 percent of Base Salary bonus target for any year within such two2-year period in which Executive was not paid a bonus solely because Executive he was not employed by the Company, and provided further that for purposes of this sub-paragraph only, the annual discretionary cash bonus, if any, awarded by the Company shall not be pro-rated. Attached at Exhibit D is a series of examples of the manner in which this portion of the Severance Payment shall be calculated. (b) Payment of the costs associated with continuing the benefits which Executive is entitled to receive pursuant to Section 4.4 4.6 of this Agreement at the level in effect as of the Termination Date (subject to any employee contribution requirements applicable to Executive on the Termination Date) through the twelve twenty four (1224) month period commencing on the Termination Date, to the extent such benefits may continue beyond the Termination Date (for example, among other things, Executive’s coverage under the Company’s life and disability insurance policies will terminate as of the Termination Date). (c) The Severance Payment shall be paid to Executive in substantially equal installments, according to the Company’s regular payroll schedule, over the twelve (12) month period beginning on the first regular payroll date following the effective date of the general release executed by Executive as provided above, subject to Section 5.8 below. (d) As of the Termination Date, any Stock Option held by Executive shall become immediately exercisable as to all options shares without regard to the vesting schedule set forth on the applicable Option Certificate, to the extent such Stock Option would have vested within the one-year period following the Termination Date. Executive shall have one year from the Termination Date to exercise any vested Stock Option, unless the terms of the applicable grant documents for any such Stock Option provide for a longer exercise period. In addition, on the Termination Date, any shares of Restricted Stock previously granted shall be vested and shall be free and clear of any restrictions to the extent such Restricted Stock would have vested and to the extent any such restrictions would have lapsed during the one year period following the Termination Date. (e) For purposes of clarity, in the event Executive does not become an employee of the Company pursuant to the terms and conditions of this Agreement as of the Effective Date as a result of the Company’s actions or inactions (other than as a result of any action or inaction of Executive which would permit the Company to terminate Executive’s employment for Cause), the Executive shall be entitled to receive the Severance Package, as well as the signing bonus pursuant to Section 4.5 of this Agreement, and the Execution Stock Option and restricted stock as provided in Sections 4.3 and 4.4 of this Agreement, respectively, which Execution Stock Option and restricted stock shall be subject to the provisions of this Section 5.1.1 as if Executive had received such Execution Stock Option and restricted stock prior to the Termination Date. However, in lieu of the payment of the costs associated with continuing the benefits which Executive is entitled to receive pursuant to Section 4.6 of this Agreement as part of the Severance Package as provided in Section 5.1.1(b), the Company shall pay the cost of the balance of Executive’s COBRA continuation coverage from Executive’s prior employer, if elected, for a period of 18 months or such shorter period as Executive’s COBRA continuation coverage ceases.

The Severance Package. In the event the The Company terminates may terminate Executive’s employment hereunder at any time without CauseCause (as defined in Section 5.2) upon not less than fourteen (14) days prior written notice from the Company to Executive. The effective date of Executive’s termination shall be referred to herein as the “Termination Date.” If Executive’s employment is terminated by the Company pursuant to this Section 5.1, all compensation and benefits provided to Executive by the Company pursuant to this Agreement or otherwise shall cease as of the Termination Date, except that the Company shall pay Executive all amounts owed to Executive for work performed prior to the Termination Date, plus the cash value of any accrued but unused PTO, as of the Termination Date. In addition, provided that Executive first executes a general release in a form and of a scope reasonably acceptable to the Company within sixty (60) days of the Termination DateCompany, the Company shall provide, following the effective date of such general release, provide the following severance benefits to Executive (the “Severance Package”): (a) A lump sum payment (the “Severance Payment”) in the following amount: (i) An amount equal to Executive’s Base Salary through the end of the twelve (12) month period commencing on the Termination Date; plus (ii) An amount equal to the average annual discretionary cash bonus, if any, awarded paid by the Company to Executive with respect to the two (2) years preceding the year in which the Termination Date occurs, provided that, for purposes of this paragraph only, Executive shall be deemed to have received his thirty-five 35 percent of Base Salary bonus target for any year within such two2-year period in which Executive was not paid a bonus solely because Executive he was not employed by the Company, and provided further that for purposes of this sub-paragraph only, the annual discretionary cash bonus, if any, awarded by the Company shall not be pro-rated. Attached at Exhibit D is a series of examples of the manner in which this portion of the Severance Payment shall be calculated. (b) Immediate vesting of fifty (50) percent of any unvested portion of the Execution Stock Option granted pursuant to Section 4.3 of this Agreement. (c) Payment of the costs associated with continuing the benefits which Executive is entitled to receive pursuant to Section 4.4 of this Agreement at the level in effect as of the Termination Date (subject to any employee contribution requirements applicable to Executive on the Termination Date) through the twelve (12) month period commencing on the Termination Date, to the extent such benefits may continue beyond the Termination Date (for example, among other things, Executive’s coverage under the Company’s life and disability insurance policies will terminate as of the Termination Date). (cd) The Severance Payment shall be paid to Executive in substantially equal installmentsNotwithstanding the foregoing, according to the Company’s regular payroll schedule, over extent the twelve (12) month period beginning on the first regular payroll date following the effective date Company reasonably determines that any portion of the general release executed by Executive as provided above, Severance Package is subject to Section 5.8 below409A of the Internal Revenue Code, payment of any such portion of the Severance Package subject to Section 409A shall (i) to the extent required, be delayed for a period of six months from the Termination Date or (ii) to the extent permitted under subsequent guidance from the Internal Revenue Service, be otherwise made to comply with such Section 409A requirements.