Common use of Cash Severance Clause in Contracts

Cash Severance. Upon a Qualifying Termination, the Company will pay Employee, as cash severance (i) Employee’s Base Salary in effect as of Employee’s Separation from Service date for the Severance Period, less applicable payroll deductions and withholdings (the “Base Severance”), plus (ii) (A) in the event such Qualifying Termination does not occur during the Change in Control Period, an amount equal to Employee’s “target” Annual Bonus for the year in which Employee’s Qualifying Termination occurs, prorated to reflect the portion of the year that has elapsed prior to the date of Employee’s Separation from Service date, or (B) in the event such Qualifying Termination does occur during the Change in Control Period, an amount equal to one hundred percent (100%) multiplied by Employee’s “target” Annual Bonus for the year in which Employee’s Qualifying Termination occurs (the “Bonus Severance,” and with the “Base Severance,” the “Severance”). Except in the case of a Qualifying Termination that occurs within eighteen (18) months following a Change in Control, the Base Severance will be paid in installments in the form of continuation of Employee’s Base Salary payments over the Severance Period, paid on the Company’s ordinary payroll dates, commencing on the sixtieth (60th) day following Employee’s Separation from Service date. The first such installment shall be for any accrued Base Salary for the sixty (60)-day period preceding such initial payment date. All salary continuation payments thereafter, if any, shall be made on the Company’s regular payroll dates. In the case of a Qualifying Termination that occurs within eighteen (18) months following a Change in Control, the Base Severance will be paid in a lump sum on the sixtieth (60th) day following Employee’s Separation from Service date. Any Bonus Severance will be paid in a lump sum on the sixtieth (60th) day following Employee’s Separation from Service date.

Cash Severance. Upon a Qualifying Termination, the Company will pay Employee, as cash severance (i) six (6) months of Employee’s Base Salary in effect as of Employee’s Separation from Service date, less applicable payroll deductions and withholdings; provided, however, in the event of a Qualifying Termination that occurs within eighteen (18) months following the closing of a Change in Control, the Company will instead pay Employee twelve (12) months of Employee’s Base Salary in effect as of Employee’s Separation from Service date for the Severance Period(either such amount, less applicable payroll deductions and withholdings (the “Base Severance”), plus (ii) (A) in the event such of a Qualifying Termination does not occur during that occurs within eighteen (18) months following the closing of a Change in Control PeriodControl, an amount equal to a pro rata portion of Employee’s “target” Annual Bonus for the year in which Employee’s Qualifying Termination occurs, prorated to reflect occurs based upon the portion amount of time Employee was employed by the year that has elapsed prior to the date of Employee’s Separation from Service date, or (B) in the event such Qualifying Termination does occur Company during the Change in Control Period, an amount equal to one hundred percent (100%) multiplied by Employee’s “target” Annual Bonus for the year in which Employee’s Qualifying Termination occurs (the “Bonus Severance,” and with the “Base Severance,” the “Severance”). Except in the case of a Qualifying Termination that occurs within eighteen (18) months following the closing of a Change in Control, the Base Severance will be paid in installments in the form of continuation of Employee’s Base Salary payments over the Severance Periodpayments, paid on the Company’s ordinary payroll dates, commencing on the sixtieth Company’s first regular payroll date that is more than sixty (60th60) day days following Employee’s Separation from Service date. The first such installment shall be for any accrued Base Salary for the sixty (60)-day period preceding such initial payment plus the period from the sixtieth (60th) day until the regular payroll date, if applicable. All salary continuation payments thereafter, if any, shall be made on the Company’s regular payroll dates. In the case of a Qualifying Termination that occurs within eighteen (18) months following the closing of a Change in Control, the Base Severance will be paid in a lump sum on the sixtieth Company’s first regular payroll date that is more than sixty (60th60) day days following Employee’s Separation from Service date. Any Bonus Severance will be paid in a lump sum on the sixtieth Company’s first regular payroll date that is more than sixty (60th60) day days following Employee’s Separation from Service date, but in any event no later than March 15 of the year following the year in which Employee’s Separation from Service date occurs.

Cash Severance. Upon a Qualifying Termination, the Company will pay Employee, as cash severance (i) six (6) months of Employee’s Base Salary in effect as of Employee’s Separation from Service date, less applicable payroll deductions and withholdings; provided, however, in the event of a Qualifying Termination that occurs within eighteen (18) months following the closing of a Change in Control (as defined below), the Company will instead pay Employee twelve (12) months of Employee’s Base Salary in effect as of Employee’s Separation from Service date for the Severance Period(either such amount, less applicable payroll deductions and withholdings (the “Base Severance”), plus (ii) (A) in the event such of a Qualifying Termination does not occur during that occurs within eighteen (18) months following the closing of a Change in Control PeriodControl, an amount equal to a pro rata portion of Employee’s “target” Annual Bonus for the year in which Employee’s Qualifying Termination occurs, prorated to reflect occurs based upon the portion amount of time Employee was employed by the year that has elapsed prior to the date of Employee’s Separation from Service date, or (B) in the event such Qualifying Termination does occur Company during the Change in Control Period, an amount equal to one hundred percent (100%) multiplied by Employee’s “target” Annual Bonus for the year in which Employee’s Qualifying Termination occurs (the “Bonus Severance,” and with the “Base Severance,” the “Severance”). Except in the case of a Qualifying Termination that occurs within eighteen (18) months following the closing of a Change in Control, the Base Severance will be paid in installments in the form of continuation of Employee’s Base Salary payments over the Severance Periodpayments, paid on the Company’s ordinary payroll dates, commencing on the sixtieth Company’s first regular payroll date that is more than sixty (60th60) day days following Employee’s Separation from Service date. The first such installment shall be for any accrued Base Salary for the sixty (60)-day period preceding such initial payment plus the period from the sixtieth (60th) day until the regular payroll date, if applicable. All salary continuation payments thereafter, if any, shall be made on the Company’s regular payroll dates. In the case of a Qualifying Termination that occurs within eighteen (18) months following the closing of a Change in Control, the Base Severance will be paid in a lump sum on the sixtieth Company’s first regular payroll date that is more than sixty (60th60) day days following Employee’s Separation from Service date. Any Bonus Severance will be paid in a lump sum on the sixtieth Company’s first regular payroll date that is more than sixty (60th60) day days following Employee’s Separation from Service date, but in any event no later than March 15 of the year following the year in which Employee’s Separation from Service date occurs.

Cash Severance. Upon a Qualifying Termination, the Company will pay Employee, as cash severance (i) Employee’s Base Salary in effect as of Employee’s Separation from Service date for the Severance Period, less applicable payroll deductions and withholdings (the “Base Severance”), plus (ii) (A) in the event such Qualifying Termination does not occur during the Change in Control Period, an amount equal to Employee’s “target” Annual Bonus for the year in which Employee’s Qualifying Termination occurs, prorated to reflect the portion of the year that has elapsed prior to the date of Employee’s Separation from Service date, or (B) in the event such Qualifying Termination does occur during the Change in Control Period, an amount equal to one hundred fifty percent (100150%) multiplied by Employee’s “target” Annual Bonus for the year in which Employee’s Qualifying Termination occurs (the “Bonus Severance,” and with the “Base Severance,” the “Severance”). Except in the case of a Qualifying Termination that occurs within eighteen (18) months following a Change in Control, the Base Severance will be paid in installments in the form of continuation of Employee’s Base Salary payments over the Severance Period, paid on the Company’s ordinary payroll dates, commencing on the sixtieth (60th) day following Employee’s Separation from Service date. The first such installment shall be for any accrued Base Salary for the sixty (60)-day period preceding such initial payment date. All salary continuation payments thereafter, if any, shall be made on the Company’s regular payroll dates. In the case of a Qualifying Termination that occurs within eighteen (18) months following a Change in Control, the Base Severance will be paid in a lump sum on the sixtieth (60th) day following Employee’s Separation from Service date. Any Bonus Severance will be paid in a lump sum on the sixtieth (60th) day following Employee’s Separation from Service date.

Cash Severance. Upon a Qualifying Termination, the Company will pay Employee, as cash severance (i) twelve (12) months of Employee’s Base Salary in effect as of Employee’s Separation from Service date for the Severance Perioddate, less applicable payroll deductions and withholdings (the “Base Severance”), plus (ii) (A) in the event such of a Qualifying Termination does not occur during that occurs within eighteen (18) months following the closing of a Change in Control PeriodControl, an amount equal to Employee’s “target” Annual Bonus for the year in which Employee’s Qualifying Termination occurs, prorated to reflect the portion of the year that has elapsed prior to the date of Employee’s Separation from Service date, or (B) in the event such Qualifying Termination does occur during the Change in Control Period, an amount equal to one hundred percent (100%) multiplied by Employee’s “target” Annual Bonus for the year in which Employee’s Qualifying Termination occurs (the “Bonus Severance,” and with the “Base Severance,” the “Severance”). Except in the case of a Qualifying Termination that occurs within eighteen (18) months following the closing of a Change in Control, the Base Severance will be paid in installments in the form of continuation of Employee’s Base Salary payments over the Severance Periodpayments, paid on the Company’s ordinary payroll dates, commencing on the sixtieth Company’s first regular payroll date that is more than sixty (60th60) day days following Employee’s Separation from Service date. The first such installment shall be for any accrued Base Salary for the sixty (60)-day period preceding such initial payment plus the period from the sixtieth (60th) day until the regular payroll date, if applicable. All salary continuation payments thereafter, if any, shall be made on the Company’s regular payroll dates. In the case of a Qualifying Termination that occurs within eighteen (18) months following the closing of a Change in Control, the Base Severance will be paid in a lump sum on the sixtieth Company’s first regular payroll date that is more than sixty (60th60) day days following Employee’s Separation from Service date. Any Bonus Severance will be paid in a lump sum on the sixtieth Company’s first regular payroll date that is more than sixty (60th60) day days following Employee’s Separation from Service date, but in any event no later than March 15 of the year following the year in which Employee’s Separation from Service date occurs.

Cash Severance. Upon (a) The Parties agree that the Asset Manager or an Asset Manager Affiliate shall pay to each NRE Employee (other than Mahbod Nia, whose cash severance will be determined and paid in accordance with the Employment Agreement and Section 2.3(b)) cash severance upon a Qualifying Termination, qualifying termination of employment by the Asset Manager or an Asset Manager Affiliate that is no less than the amounts determined in accordance with the severance policy maintained by the Asset Manager and the Asset Manager Affiliate (the material terms of which are summarized on Exhibit B attached hereto and which will not be amended in a manner that is materially adverse to any NRE Employee unless the Company will pay Employeeconsents to such change prior to the consummation of an NRE Change of Control) or the minimum statutory requirement, as cash severance whichever is greatest; provided that each termination occurs prior to the Outside Date or within nine (9) months following the Termination Date. For the avoidance of doubt, in no event shall a termination of employment be considered a qualifying termination of employment if such termination either (i) Employee’s Base Salary is in effect as connection with an internalization of Employee’s Separation from Service date for the Severance Periodmanagement of the Company, less applicable payroll deductions and withholdings (the “Base Severance”), plus (ii) (A) is in the event connection with an NRE Change of Control and, in connection with such Qualifying Termination does not occur during the NRE Change in Control Period, an amount equal to Employee’s “target” Annual Bonus for the year in which Employee’s Qualifying Termination occurs, prorated to reflect the portion of the year that has elapsed prior to the date of Employee’s Separation from Service date, or (B) in the event such Qualifying Termination does occur during the Change in Control Period, an amount equal to one hundred percent (100%) multiplied by Employee’s “target” Annual Bonus for the year in which Employee’s Qualifying Termination occurs (the “Bonus Severance,” and with the “Base Severance,” the “Severance”). Except in the case of a Qualifying Termination that occurs within eighteen (18) months following a Change in Control, the Base Severance will be paid applicable NRE Employee is offered employment with the Company or applicable Counterparty or their respective Subsidiaries on employment terms that, as a whole, are not materially less favorable than the applicable NRE Employee’s current employment terms or (iii) is for “Cause”, as defined in installments a manner consistent with how “Cause” is customarily defined in award agreements memorializing grants of awards pursuant to the Colony Capital Inc. 2014 Omnibus Stock Incentive Plan. In addition to the severance amounts described in the form first sentence of continuation this Section 2.3, the Asset Manager or an Asset Manager Affiliate shall pay to each NRE Employee whose employment is terminated in any such qualifying termination a pro rata annual bonus determined by multiplying the quotient of Employee’s Base Salary payments over (i) the Severance Periodnumber of days worked by the NRE Employee in the year of termination of employment (and the prior year, paid if bonuses for such year have not been paid) divided by (ii) 365, multiplied by the 2018 annual cash bonus target amount for such NRE Employee as set forth on the Company’s ordinary payroll dates, commencing on the sixtieth (60th) day following Employee’s Separation from Service date. The first such installment shall be for any accrued Base Salary for the sixty (60)-day period preceding such initial payment date. All salary continuation payments thereafter, if any, shall be made on the Company’s regular payroll dates. In the case of a Qualifying Termination that occurs within eighteen (18) months following a Change in Control, the Base Severance will be paid in a lump sum on the sixtieth (60th) day following Employee’s Separation from Service date. Any Bonus Severance will be paid in a lump sum on the sixtieth (60th) day following Employee’s Separation from Service dateCompensation Summary.

Cash Severance. Upon a Qualifying Termination, The Company shall continue to pay to the Company will pay Employee, as cash severance (i) EmployeeExecutive the Executive’s Base Salary in effect on the Date of Termination during the period beginning on the Date of Termination and ending on the six (6)-month anniversary of the Date of Termination in installments in accordance with the Company’s regular payroll practices as of Employee’s Separation from Service date for the Severance PeriodDate of Termination; provided that, less applicable payroll deductions and withholdings notwithstanding the foregoing, if such termination of employment occurs within the period beginning one (the “Base Severance”), plus (ii1) (A) in the event such Qualifying Termination does not occur during the Change in Control Period, an amount equal to Employee’s “target” Annual Bonus for the year in which Employee’s Qualifying Termination occurs, prorated to reflect the portion of the year that has elapsed month prior to the date of Employee’s Separation from Service date, or (B) in the event such Qualifying Termination does occur during the Change in Control Period, an amount equal to one hundred percent (100%) multiplied by Employee’s “target” Annual Bonus for the year in which Employee’s Qualifying Termination occurs (the “Bonus Severance,” and with the “Base Severance,” the “Severance”). Except in the case of a Qualifying Termination that occurs within eighteen (18) months following a Change in Control, the Base Severance will be paid in installments as defined in the form Company’s 2021 Incentive Award Plan, as amended (and such Change in Control constitutes a “change in control event” as defined in Treasury Regulations Section 1.409A-3(i)(5)) and ending 12 months following such Change in Control (a “Change in Control Termination”), then in lieu of continuation the foregoing payments set forth in this Section 4(a)(i), the Company shall pay to the Executive a single lump-sum amount equal to nine (9)-months of EmployeeExecutive’s Base Salary payments over the Severance Period, paid in effect on the Company’s ordinary payroll dates, commencing Date of Termination on the sixtieth (60th) day following Employee’s Separation from Service date. The first such installment shall be for any accrued Base Salary after the Date of Termination, (B) a pro-rata Annual Bonus to which the Executive would have become entitled (if any) for the sixty (60)-day period preceding fiscal year of the Company during which the Date of Termination occurs, had the Executive remained employed through the payment date and paid at target, pro-rated based on the number of days during such initial fiscal year that the Executive was employed by the Company and payable in a single lump-sum payment date. All salary continuation payments thereafter, if any, shall be made on the date on which annual bonuses are paid to the Company’s regular payroll dates. In senior executives generally for such year, but in no event later than March 15th of the case calendar year immediately following the calendar year in which the Date of a Qualifying Termination occurs, with the actual date within such period determined by the Company in its sole discretion, and (C) notwithstanding anything to the contrary in any Company equity plan or any award agreement issued under any Company equity plan, full vesting acceleration of any Company equity awards that occurs within eighteen (18) months following a Change in Control, the Base Severance will be paid in a lump sum vest solely based on the sixtieth (60th) day following Employee’s Separation from Service date. Any Bonus Severance will be paid in a lump sum on passage of time and that are held by the sixtieth (60th) day following Employee’s Separation from Service dateExecutive as of the Date of Termination.

Cash Severance. Upon a Qualifying Termination, the Company Broadcom will pay Employee, as you cash severance (i) Employee’s Base Salary in effect as of Employee’s Separation from Service date for the Severance Period, less applicable payroll deductions and withholdings (the “Base Cash Severance”), plus (ii) (A) in the event such Qualifying Termination does not occur during the Change in Control Period, an amount equal to Employee’s “target” Annual Bonus [two (2)/three (3)] times the sum of (A) your annual rate of base salary (using your then current rate or, if you terminate your employment for Good Reason pursuant to [Subsection 3(ii) of the attached Appendix/Section 15/Section 9(b)/Section 16] due to an excessive reduction in your base salary, then your rate of base salary immediately before such reduction) and (B) the average of your actual annual bonuses for the three calendar years (or such fewer number of calendar years of employment with Broadcom) immediately preceding the calendar year in which Employee’s Qualifying such termination of employment occurs. Such Cash Severance shall be payable over a [twenty-four (24)-month/thirty-six (36)-month] period in successive equal bi-weekly or semi-monthly installments in accordance with the payment schedule in effect for your Base Salary on your Date of Termination occurs, prorated to reflect the portion of the year that has elapsed prior to the date of Employee’s Separation from Service date, or (B) in the event such Qualifying Termination does occur during the Change in Control Period, an amount equal to one hundred percent (100%) multiplied by Employee’s “target” Annual Bonus for the year in which Employee’s Qualifying Termination occurs (the “Bonus Severance,” and with the “Base Severance,” the “SeverancePayment Schedule”). Except in , except that, subject to the case deferral provisions of a Qualifying Termination that occurs within eighteen (18) months following a Change in Control[Section 8/Section 3], the Base Cash Severance payments will be paid in installments in the form of continuation of Employee’s Base Salary payments over the Severance Period, paid on the Company’s ordinary payroll dates, commencing begin on the sixtieth (60th) day following Employee’s the date of your Separation from Service date. The first (with any amounts otherwise payable prior to such installment sixtieth (60th) day pursuant to the Payment Schedule instead being paid on such sixtieth (60th) day without interest thereon); provided, however, that all or a portion of the Cash Severance shall be for any accrued Base Salary for the sixty (60)-day period preceding such initial payment date. All salary continuation payments thereafter, if any, shall be made on the Company’s regular payroll dates. In the case of a Qualifying Termination that occurs within eighteen (18) months following a Change in Control, the Base Severance will instead be paid in a lump sum on the sixtieth (60th) day following Employee’s the date of your Separation from Service datesolely to the extent (and in such amounts) that such lump sum payment would not result in any additional excise tax or tax penalties under Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”). Any Bonus installment payments shall cease once you have received the full amount of your Cash Severance. The installment payments shall be treated as a series of separate payments for purposes of Section 409A of the Code. However, the amount of Cash Severance will to which you may be paid entitled pursuant to the foregoing provisions of this Section 1 shall be subject to reduction in a lump sum on accordance with [Section 9/Section 4] in the sixtieth (60th) day following Employee’s Separation from Service dateevent you breach your restrictive covenants under such [Section 9/Section 4].

Cash Severance. Upon a Qualifying Termination, the Company will XOMA shall pay Employee, or in the event of Employee’s death or Permanent Disability, Employee’s beneficiaries, as cash severance pay or liquidated damages, or both: (i) three quarters (.75) times Employee’s Base Salary in effect as of Employee’s Separation from Service date employment termination date; and (ii) a prorated portion of Employee’s target CAGs bonus for the fiscal quarter in which the termination occurs, calculated by multiplying the quarterly target CAGs bonus by a fraction, the numerator of which shall be the number of months (including a portion of a month) of the fiscal quarter during which Employee was employed prior to the occurrence of the termination, and the denominator of which shall be three (3). In addition, if Employee is terminated without Cause after the completion of any fiscal quarter for which Employee was eligible to receive a bonus payment under CAGs, but before such CAGs payment is made, Employee shall be entitled to receive a bonus payment for such quarter consistent with Employee’s performance against CAGs objectives and the good faith determination by the Board that CAGs bonuses are payable for such quarter. Such payments shall be in lieu of any other severance payment to which Employee shall be entitled as a result of such termination under this Agreement, any other employment agreement with XOMA or any of its affiliates, or XOMA’s or any of its affiliates’ then existing severance plans and policies. However, in those circumstances where the provisions of the Parties’ Amended and Restated Change of Control Severance PeriodAgreement, less applicable payroll deductions and withholdings effective as of August 7, 2017 (the “Base SeveranceCoC Agreement”)) apply, plus (ii) (A) in the event such Qualifying Termination does not occur during the Change in Control Period, an amount equal to Employee’s “target” Annual Bonus for the year in which Employee’s Qualifying Termination occurs, prorated to reflect the portion provisions of the year that has elapsed prior CoC Agreement providing for severance benefits to Employee as a result of such termination shall apply in lieu of the date provisions of Employee’s Separation from Service date, or (Bthis Agreement. The severance payment described in Section 8(a)(i) in the event such Qualifying Termination does occur during the Change in Control Period, an amount equal to one hundred percent (100%) multiplied by Employee’s “target” Annual Bonus for the year in which Employee’s Qualifying Termination occurs (the “Bonus Severance,” and with the “Base Severance,” the “Severance”). Except in the case of a Qualifying Termination that occurs within eighteen (18) months following a Change in Control, the Base Severance will shall be paid in monthly installments over twelve (12) months, with the first two (2) of such monthly installments being paid in the form of continuation of a lump sum sixty (60) days after Employee’s Base Salary payments over employment termination date, and the Severance Period, remaining installments being paid on the Company’s ordinary payroll dates, commencing on the sixtieth (60th) day following Employee’s Separation from Service datemonthly thereafter until fully paid. The first such installment severance payments described in Section 8(a)(ii) shall be for any accrued Base Salary for the sixty (60)-day period preceding such initial payment date. All salary continuation payments thereafter, if any, shall be made on the Company’s regular payroll dates. In the case of a Qualifying Termination that occurs within eighteen (18) months following a Change in Control, the Base Severance will be paid in a lump sum on the sixtieth sixty (60th60) day following days after Employee’s Separation from Service date. Any Bonus Severance will be paid in a lump sum on the sixtieth (60th) day following Employee’s Separation from Service employment termination date.

Cash Severance. Upon a Qualifying Termination, the The Company will pay Employee, as cash severance severance, (i) Employee’s Base Salary in effect as of Employee’s Separation from Service date for the Severance Period, less applicable payroll deductions and withholdings Period (as prorated as of such date) (the “Base Severance”), plus (ii) (A) in the event such Qualifying Termination does not occur during the Change in Control Period, an amount equal to Employee’s “target” Annual Bonus for the year in which Employee’s Qualifying Termination occurs, prorated to reflect the portion of the year that has elapsed during which Employee was employed or performing services under the Consulting Agreement prior to the date of Employee’s Separation from Service date and any other proration in effect as of such date, or (B) in the event such Qualifying Termination does occur during the Change in Control Period, an amount equal to one hundred percent (100%) multiplied by Employee’s “target” Annual Bonus for the year in which Employee’s Qualifying Termination occurs (as prorated based on any proration in effect as of the date of the Separation from Service date) (the “Bonus Severance,” and with the “Base Severance,” the “Severance”). Except in the case of a Qualifying Termination that occurs within eighteen (18) months following a Change in Control, the Base Severance will be paid in installments in the form of continuation of Employee’s Base Salary payments over the Severance Period, paid on the Company’s ordinary payroll dates, commencing on the sixtieth (60th) day following Employee’s Separation from Service date. The first such installment shall be for any accrued Base Salary for the sixty (60)-day period preceding such initial payment date. All salary continuation payments thereafter, if any, shall be made on the Company’s regular payroll dates. In the case of a Qualifying Termination that occurs within eighteen (18) months following a Change in Control, the Base Severance will be paid in a lump sum on the sixtieth (60th) day following Employee’s Separation from Service date. Any Bonus Severance will be paid in a lump sum on the sixtieth (60th) day following Employee’s Separation from Service date.

Cash Severance. Upon a Qualifying Termination, the Company will XOMA shall pay Employee, or in the event of Employee’s death or Permanent Disability, Employee’s beneficiaries, as cash severance pay or liquidated damages, or both: (i) one (1) times Employee’s Base Salary in effect as of Employee’s Separation from Service date employment termination date; and (ii) a prorated portion of Employee’s target CAGs bonus for the fiscal quarter in which the termination occurs, calculated by multiplying the quarterly target CAGs bonus by a fraction, the numerator of which shall be the number of months (including a portion of a month) of the fiscal quarter during which Employee was employed prior to the occurrence of the termination, and the denominator of which shall be three (3). In addition, if Employee is terminated without Cause after the completion of any fiscal quarter for which Employee was eligible to receive a bonus payment under CAGs, but before such CAGs payment is made, Employee shall be entitled to receive a bonus payment for such quarter consistent with Employee’s performance against CAGs objectives and the good faith determination by the Board that CAGs bonuses are payable for such quarter. Such payments shall be in lieu of any other severance payment to which Employee shall be entitled as a result of such termination under this Agreement, any other employment agreement with XOMA or any of its affiliates, or XOMA’s or any of its affiliates’ then existing severance plans and policies. However, in those circumstances where the provisions of the Parties’ Amended and Restated Change of Control Severance PeriodAgreement, less applicable payroll deductions and withholdings effective as of August 7, 2017 (the “Base SeveranceCoC Agreement”)) apply, plus (ii) (A) in the event such Qualifying Termination does not occur during the Change in Control Period, an amount equal to Employee’s “target” Annual Bonus for the year in which Employee’s Qualifying Termination occurs, prorated to reflect the portion provisions of the year that has elapsed prior CoC Agreement providing for severance benefits to Employee as a result of such termination shall apply in lieu of the date provisions of Employee’s Separation from Service date, or (Bthis Agreement. The severance payment described in Section 8(a)(i) in the event such Qualifying Termination does occur during the Change in Control Period, an amount equal to one hundred percent (100%) multiplied by Employee’s “target” Annual Bonus for the year in which Employee’s Qualifying Termination occurs (the “Bonus Severance,” and with the “Base Severance,” the “Severance”). Except in the case of a Qualifying Termination that occurs within eighteen (18) months following a Change in Control, the Base Severance will shall be paid in monthly installments over twelve (12) months, with the first two (2) of such monthly installments being paid in the form of continuation of a lump sum sixty (60) days after Employee’s Base Salary payments over employment termination date, and the Severance Period, remaining installments being paid on the Company’s ordinary payroll dates, commencing on the sixtieth (60th) day following Employee’s Separation from Service datemonthly thereafter until fully paid. The first such installment severance payments described in Section 8(a)(ii) shall be for any accrued Base Salary for the sixty (60)-day period preceding such initial payment date. All salary continuation payments thereafter, if any, shall be made on the Company’s regular payroll dates. In the case of a Qualifying Termination that occurs within eighteen (18) months following a Change in Control, the Base Severance will be paid in a lump sum on the sixtieth sixty (60th60) day following days after Employee’s Separation from Service date. Any Bonus Severance will be paid in a lump sum on the sixtieth (60th) day following Employee’s Separation from Service employment termination date.

Cash Severance. Upon a Qualifying Termination, the Company will XOMA shall pay Employee, or in the event of Employee’s death or Permanent Disability, Employee’s beneficiaries, as cash severance pay or liquidated damages, or both: (i) three-quarters (0.75) times Employee’s Base Salary in effect as of Employee’s Separation from Service date employment termination date; and (ii) a prorated portion of Employee’s target CAGs bonus for the fiscal quarter in which the termination occurs, calculated by multiplying the quarterly target CAGs bonus by a fraction, the numerator of which shall be the number of months (including a portion of a month) of the fiscal quarter during which Employee was employed prior to the occurrence of the termination, and the denominator of which shall be three (3). In addition, if Employee is terminated without Cause after the completion of any fiscal quarter for which Employee was eligible to receive a bonus payment under CAGs, but before such CAGs payment is made, Employee shall be entitled to receive a bonus payment for such quarter consistent with Employee’s performance against CAGs objectives and the good faith determination by the Board that CAGs bonuses are payable for such quarter. Such payments shall be in lieu of any other severance payment to which Employee shall be entitled as a result of such termination under this Agreement, any other employment agreement with XOMA or any of its affiliates, or XOMA’s or any of its affiliates’ then existing severance plans and policies. However, in those circumstances where the provisions of the Parties’ Amended and Restated Change of Control Severance PeriodAgreement, less applicable payroll deductions and withholdings effective as of April 27, 2018 (the “Base SeveranceCoC Agreement”)) apply, plus (ii) (A) in the event such Qualifying Termination does not occur during the Change in Control Period, an amount equal to Employee’s “target” Annual Bonus for the year in which Employee’s Qualifying Termination occurs, prorated to reflect the portion provisions of the year that has elapsed prior CoC Agreement providing for severance benefits to Employee as a result of such termination shall apply in lieu of the date provisions of Employee’s Separation from Service date, or (Bthis Agreement. The severance payment described in Section 8(a)(i) in the event such Qualifying Termination does occur during the Change in Control Period, an amount equal to one hundred percent (100%) multiplied by Employee’s “target” Annual Bonus for the year in which Employee’s Qualifying Termination occurs (the “Bonus Severance,” and with the “Base Severance,” the “Severance”). Except in the case of a Qualifying Termination that occurs within eighteen (18) months following a Change in Control, the Base Severance will shall be paid in monthly installments over twelve (12) months, with the first two (2) of such monthly installments being paid in the form of continuation of a lump sum sixty (60) days after Employee’s Base Salary payments over employment termination date, and the Severance Period, remaining installments being paid on the Company’s ordinary payroll dates, commencing on the sixtieth (60th) day following Employee’s Separation from Service datemonthly thereafter until fully paid. The first such installment severance payments described in Section 8(a)(ii) shall be for any accrued Base Salary for the sixty (60)-day period preceding such initial payment date. All salary continuation payments thereafter, if any, shall be made on the Company’s regular payroll dates. In the case of a Qualifying Termination that occurs within eighteen (18) months following a Change in Control, the Base Severance will be paid in a lump sum on the sixtieth sixty (60th60) day following days after Employee’s Separation from Service employment termination date. Any Bonus Severance will be paid in a lump sum on the sixtieth (60th) day following Employee’s Separation from Service date.164720131 v6