Common use of Xxxxxxxxx Benefits Clause in Contracts

Xxxxxxxxx Benefits. The first two bullet points of the Section entitled “Severance Benefits” are amended and restated to read as follows: • The Company will pay you an amount equal to 1.6 times your annual salary as of the date of your termination, provided that, if your termination occurs either in contemplation of a Change in Control or at any time within twelve (12) months following a Change in Control, the Company shall instead pay you an amount equal to two times the sum of (A) your annual salary as of the date of termination, plus (B) your annual target bonus as of the date of your termination. • The Company will pay you any accrued but unpaid salary or vacation pay and any deferred compensation. In addition, the Company will pay you any bonus earned but unpaid in respect of any fiscal year preceding the termination date. The Company will also pay you a bonus in respect of the fiscal year in which the termination date occurs, as though you had continued in employment until the payment of bonuses by the Company to its executives for such fiscal year, in an amount equal to the product of (A) the lesser of (x) the bonus that you would have been entitled to receive based on actual achievement against the stated performance objectives or (y) the bonus that you would have been entitled to receive assuming that the applicable performance objectives for such fiscal year were achieved at “target”, and (B) a fraction (i) the numerator of which is the number of days in such fiscal year through termination date and (ii) the denominator of which is 365; provided that, if your termination occurs either in contemplation of a Change in Control or at any time within twelve (12) months following a Change in Control, then in the foregoing calculation the amount under (A) shall be equal to (y). Any bonus payable to you under this bullet shall be paid in no event later than March 15 of the calendar year following the calendar year in which the termination date occurs.

Xxxxxxxxx Benefits. The first two bullet points In addition to your Accrued Obligations, subject to and conditioned upon your continued compliance with your obligations set forth in Section 5 below, if your employment is involuntarily terminated by the Company without Cause (as defined below) (and other than by reason of your death or disability) or you resign for Good Reason (as defined below) (either such termination, a “Qualifying Termination”), you shall be entitled to receive, as the Section entitled sole severance benefits to which you are entitled, the benefits provided below (the “Severance Benefits” are amended ”): i. An amount equal to 12 months’ base salary (at the rate in effect immediately prior to the date of your Qualifying Termination, or in the case of a material diminution in your base salary which would give rise to Good Reason for your resignation, the base salary in effect prior to such material diminution), which amount will be paid over a period of 12 months following your termination of employment in accordance with the Company’s standard payroll practices, with the first such installment occurring within 10 days following the date your Release (defined in Section 5(a) below) becomes effective and restated irrevocable (which first installment will include any installments (without interest) that would have occurred prior to read such date but for the fact your Release was not yet effective); ii. The Company shall pay to you the amount of any annual cash performance bonus that has been earned by you under the Company’s annual bonus program for a completed fiscal year or other measuring period (or that would have been earned by you had your employment continued through the date such annual bonus is paid to other senior officers), but has not yet been paid to you as follows: • of the date of the Qualifying Termination, which shall be payable in a single lump sum within 10 days following the date your Release becomes effective and irrevocable (or, if later, the date that the annual cash performance bonus for that year is paid to continuing senior officers); iii. The Company will pay you an amount equal to 1.6 times your annual salary Target Bonus for the calendar year in which your Qualifying Termination occurs, prorated for the portion of such year that has elapsed prior to the date of such Qualifying Termination, which amount will be paid in a lump sum within 10 days following the date your Release becomes effective and irrevocable; iv. For the 12 month period beginning on the date of your termination of employment (or, if earlier, (x) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires, or (y) the date on which you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self- employment) (such period, the “COBRA Coverage Period”), if you and/or your eligible dependents who were covered under the Company’s health insurance plans as of the date of your terminationtermination of employment elect to have COBRA coverage and are eligible for such coverage, provided thatthe Company shall pay for or reimburse you on a monthly basis for an amount equal to (i) the monthly premium you and/or your covered dependents, if as applicable, are required to pay for continuation coverage pursuant to COBRA for you and/or your eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of your termination occurs either of employment (calculated by reference to the premium as of the date of your termination of employment), less (ii) the amount you would have had to pay to receive group health coverage for you and/or your covered dependents, as applicable, based on the cost sharing levels in contemplation effect for continuing employees on the date of your termination of employment. If any of the Company’s health benefits are self-funded as of the date of your termination of employment, or if the Company cannot provide the foregoing benefits in a Change in Control manner that is exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or at any time within twelve that is otherwise compliant with applicable law (12) months following a Change in Controlincluding, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth above, the Company shall instead pay to you an the foregoing monthly amount equal as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). You shall be solely responsible for all matters relating to two times continuation of coverage pursuant to COBRA, including, without limitation, the sum election of (A) your annual salary as such coverage and the timely payment of premiums. You shall notify the Company immediately if you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment; v. Notwithstanding anything else set forth herein, in the Plan or in any award agreement, such number of the date of termination, plus unvested Stock Awards (Bas defined in Section 6(d) your annual target bonus as of below) then held by you will vest on the date of your termination. • The Company will pay Release becomes effective and irrevocable as would have vested during the 12-month period following your Qualifying Termination had you any accrued but unpaid salary or vacation pay and any deferred compensation. In addition, the Company will pay you any bonus earned but unpaid in respect of any fiscal year preceding the termination date. The Company will also pay you a bonus in respect of the fiscal year in which the termination date occurs, as though you had continued in employment until the payment of bonuses remained employed by the Company to its executives for during such fiscal yearperiod; provided, however, that, any Stock Awards that vest in an amount equal to the product of (A) the lesser of (x) the bonus that you would have been entitled to receive whole or in part based on actual achievement against the stated performance objectives or (y) attainment of performance-vesting conditions shall be governed by the bonus that you would have been entitled to receive assuming that terms of the applicable performance objectives for such fiscal year were achieved at “target”Stock Award agreement; and vi. In the event your Qualifying Termination occurs within 3 months prior to, and (B) a fraction (i) the numerator of which is the number of days in such fiscal year through termination date and (ii) the denominator of which is 365; provided that, if your termination occurs either in contemplation of a Change in Control or at any time on or within twelve (12) 12 months following a Change in Control, then in the foregoing calculation the amount under severance benefits shall be revised as follows: (A) the references to “12 months” in Sections 4(b)(i) and (iv) shall be increased to “18 months”, (B) in addition to the prorated Target Bonus described in Section 4(b)(iii) above, you will receive an additional amount equal to (y). Any bonus payable to you under this bullet shall be paid in no event later than March 15 1) 150% of the calendar year following your Target Bonus for the calendar year in which your Qualifying Termination occurs, less (2) the termination prorated Target Bonus to be paid as provided in Section 4(b)(iii) above, which additional amount will be paid in a lump sum within 10 days following the later of the date occursyour Release becomes effective, or the date of the Change in Control, and (C) notwithstanding anything else set forth herein, in the Company’s Plan or in any award agreement, any unvested Stock Awards then held by you will vest become fully vested upon the later to occur of (1) your Qualifying Termination or (2) the Change in Control; provided, however, that, any Stock Awards that vest in whole or in part based on the attainment of performance-vesting conditions shall be governed by the terms of the applicable Stock Award agreement.

Xxxxxxxxx Benefits. The first two bullet points In addition to your Accrued Obligations, subject to and conditioned upon your continued compliance with your obligations set forth in Section 5 below, if your employment is involuntarily terminated by the Company without Cause (as defined below) (and other than by reason of your death or disability) or you resign for Good Reason (as defined below) (either such termination, a “Qualifying Termination”), you shall be entitled to receive, as the Section entitled sole severance benefits to which you are entitled, the benefits provided below (the “Severance Benefits” are amended ”): i. An amount equal to 9 months’ base salary (at the rate in effect immediately prior to the date of your Qualifying Termination, or in the case of a material diminution in your base salary which would give rise to Good Reason for your resignation, the base salary in effect prior to such material diminution), which amount will be paid over a period of 9 months following your termination of employment in accordance with the Company’s standard payroll practices, with the first such installment occurring within 10 days following the date your Release (defined in Section 5(a) below) becomes effective and restated irrevocable (which first installment will include any installments (without interest) that would have occurred prior to read such date but for the fact your Release was not yet effective); ii. The Company shall pay to you the amount of any annual cash performance bonus that has been earned by you under the Company’s annual bonus program for a completed fiscal year or other measuring period (or that would have been earned by you had your employment continued through the date such annual bonus is paid to other senior officers), but has not yet been paid to you as follows: • of the date of the Qualifying Termination, which shall be payable in a single lump sum within 10 days following the date your Release becomes effective and irrevocable (or, if later, the date that the annual cash performance bonus for that year is paid to continuing senior officers); iii. The Company will pay you an amount equal to 1.6 times your annual salary Target Bonus for the calendar year in which your Qualifying Termination occurs, prorated for the portion of such year that has elapsed prior to the date of such Qualifying Termination, which amount will be paid in a lump sum within 10 days following the date your Release becomes effective and irrevocable; iv. For the 9-month period beginning on the date of your termination of employment (or, if earlier, (x) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires, or (y) the date on which you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self- employment) (such period, the “COBRA Coverage Period”), if you and/or your eligible dependents who were covered under the Company’s health insurance plans as of the date of your terminationtermination of employment elect to have COBRA coverage and are eligible for such coverage, provided thatthe Company shall pay for or reimburse you on a monthly basis for an amount equal to (i) the monthly premium you and/or your covered dependents, if as applicable, are required to pay for continuation coverage pursuant to COBRA for you and/or your eligible dependents, as applicable, who were covered under the Company’s health plans as of the date of your termination occurs either of employment (calculated by reference to the premium as of the date of your termination of employment), less (ii) the amount you would have had to pay to receive group health coverage for you and/or your covered dependents, as applicable, based on the cost sharing levels in contemplation effect for continuing employees on the date of your termination of employment. If any of the Company’s health benefits are self-funded as of the date of your termination of employment, or if the Company cannot provide the foregoing benefits in a Change in Control manner that is exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or at any time within twelve that is otherwise compliant with applicable law (12) months following a Change in Controlincluding, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth above, the Company shall instead pay to you an the foregoing monthly amount equal as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). You shall be solely responsible for all matters relating to two times continuation of coverage pursuant to COBRA, including, without limitation, the sum election of (A) your annual salary as such coverage and the timely payment of premiums. You shall notify the Company immediately if you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment; v. Notwithstanding anything else set forth herein, in the Plan or in any award agreement, such number of the date of termination, plus unvested Stock Awards (Bas defined in Section 6(d) your annual target bonus as of below) then held by you will vest on the date of your termination. • The Company will pay Release becomes effective and irrevocable as would have vested during the 9-month period following your Qualifying Termination had you any accrued but unpaid salary or vacation pay and any deferred compensation. In addition, the Company will pay you any bonus earned but unpaid in respect of any fiscal year preceding the termination date. The Company will also pay you a bonus in respect of the fiscal year in which the termination date occurs, as though you had continued in employment until the payment of bonuses remained employed by the Company to its executives for during such fiscal yearperiod; provided, however, that, any Stock Awards that vest in an amount equal to the product of (A) the lesser of (x) the bonus that you would have been entitled to receive whole or in part based on actual achievement against the stated performance objectives or (y) attainment of performance-vesting conditions shall be governed by the bonus that you would have been entitled to receive assuming that terms of the applicable performance objectives for such fiscal year were achieved at “target”Stock Award agreement; and vi. In the event your Qualifying Termination occurs within 3 months prior to, and (B) a fraction (i) the numerator of which is the number of days in such fiscal year through termination date and (ii) the denominator of which is 365; provided that, if your termination occurs either in contemplation of a Change in Control or at any time on or within twelve (12) 12 months following a Change in Control, then in the foregoing calculation the amount under severance benefits shall be revised as follows: (A) the references to “9 months” in Sections 4(b)(i) and (iv) shall be increased to “12 months”, (B) in addition to the prorated Target Bonus described in Section 4(b)(iii) above, you will receive an additional amount equal to (y). Any bonus payable to you under this bullet shall be paid in no event later than March 15 1) 100% of the calendar year following your Target Bonus for the calendar year in which your Qualifying Termination occurs, less (2) the termination prorated Target Bonus to be paid as provided in Section 4(b)(iii) above, which additional amount will be paid in a lump sum within 10 days following the later of the date occursyour Release becomes effective, or the date of the Change in Control, and (C) notwithstanding anything else set forth herein, in the Company’s 2023 Stock Incentive Plan (the “Plan”) or in any award agreement, any unvested Stock Awards then held by you will vest become fully vested upon the later to occur of (1) your Qualifying Termination or (2) the Change in Control; provided, however, that, any Stock Awards that vest in whole or in part based on the attainment of performance-vesting conditions shall be governed by the terms of the applicable Stock Award agreement.

Xxxxxxxxx Benefits. The first two bullet points of the Section entitled “Severance Benefits” are amended and restated to read as follows: • The Company will pay you an amount equal to 1.6 times your annual salary as of the date of your termination, provided that, if your termination occurs either in contemplation of a Change in Control or at any time within twelve (12) months following a Change in Control, the Company shall instead pay you an amount equal to two times the sum of (A) your annual salary as of the date of termination, plus (B) your annual target bonus as of the date of your termination. • The Company will pay you any accrued but unpaid salary or vacation pay and any deferred compensation. In addition, the Company will pay you any bonus earned but unpaid in respect of any fiscal year preceding the termination date. The Company will also pay you a bonus in respect of the fiscal year in which the termination date occurs, as though you had continued in employment until the payment of bonuses by the Company to its executives for such fiscal year, in an amount equal to the product of (A) the lesser of (x) the bonus that you would have been entitled to receive based on actual achievement against the stated performance objectives or (y) the bonus that you would have been entitled to receive assuming that the applicable performance objectives for such fiscal year were achieved at “target”, and (B) a fraction (i) the numerator of which is the number of days in such fiscal year through termination date and (ii) the denominator of which is 365; provided that, if your termination occurs either in contemplation of a Change in Control or at any time within twelve (12) months months following a Change in Control, then in the foregoing calculation the amount under under (A) shall be equal to (y). Any bonus payable to you under this bullet shall be paid in no event later than March 15 of the calendar year following the calendar year in which the termination date occurs.

Xxxxxxxxx Benefits. The first two bullet points of the Section entitled “Severance Benefits” are amended and restated to read as follows: • The Company will pay you an amount equal to 1.6 times your annual salary as of the date of your termination, provided that, if your termination occurs either in contemplation of a Change in Control or at any time within twelve (12) months following a Change in Control, the Company shall instead pay you an amount equal to two times the sum of (A) your annual salary as of the date of termination, plus (B) your annual target bonus as of the date of your termination. • The Company will pay you any accrued but unpaid salary or vacation pay and any deferred compensation. In addition, the Company will pay you any bonus earned but unpaid in respect of any fiscal year preceding the termination date. The Company will also pay you a bonus in respect of the fiscal year in which the termination date occurs, as though you had continued in employment until the payment of bonuses by the Company to its executives for such fiscal year, in an amount equal to the product of (A) the lesser of (x) the bonus that you would have been entitled to receive based on actual achievement against the stated performance objectives or (y) the bonus that you would have been entitled to receive assuming that the applicable performance objectives for such fiscal year were achieved at “target”, and (B) a fraction (i) the numerator of which is the number of days in such fiscal year through termination date and (ii) the denominator of which is 365; provided that, if your termination occurs either in contemplation of a Change in Control or at any time within twelve (12) months following a Change in Control, then in the foregoing calculation the amount under under (A) shall be equal to (y). Any bonus payable to you under this bullet shall be paid in no event later than March 15 of the calendar year following the calendar year in which the termination date occurs.