Common use of Severance Benefits Clause in Contracts

Severance Benefits. If (x) the Company terminates your employment for any reason other than for Cause (as defined below), death or Disability (as defined below), or (y) you resign from your employment with the Company for Good Reason (as defined below) (each such event, a “Qualified Separation”), subject to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreement.

Severance Benefits. If To the extent that Employee shall be entitled to receive Severance Benefits pursuant to Section 4(d) or 4(e) hereof, Company and Employee agree that the following shall apply: (xi) "Severance Benefits" shall mean: (A) a continuation of Employee's then effective salary as payable pursuant to Section 3(a) hereof during the Company terminates your employment for any reason other than for Cause Severance Period (as defined below); (B) payment of any bonus payable to Employee pursuant to Section 3(c) hereof, death or Disability calculated based on the full Company bonus payable thereunder (as defined below), or (y) you resign from your employment with the Company for Good Reason (as defined below) (each such event, a “Qualified Separation”), subject to the terms attainment by Company of this Agreement (including satisfaction of the Release Requirementany objective financial or performance standards applicable to Company) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to prorated for any reduction that would constitute Good Reason hereunder), for period during the Severance PeriodPeriod that is less than the full twelve (12) month period in which such bonus would be earned; (iiC) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (immediate vesting and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such periodany Option Payments; and (ivD) unless an option award provides for a more favorable post-termination exercise period, with respect to continuation during the Severance Period of any options granted to you, such options medical/dental care coverage (to or the extent that you are entitled to exercise such options reasonable equivalent thereof) which Employee is receiving as of the date of termination of continuous service) the Period of Employment, provided that such insurance coverage shall terminate prior to the expiration of the Severance Period as of the first date that Employee is covered under another employer's health benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such coverage shall be exercisable until the date that is six (6) months after the termination in lieu of your employment with the Company (whether voluntary any other continued health care coverage to which Employee or involuntary), subject to earlier termination his dependents would otherwise be entitled in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives requirements of the CompanyConsolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), by reason of Employee's termination of employment. (ii) any unpaid accrued vacation in accordance with "Severance Period" shall mean a period of twenty-four (24) months following the Company’s paid time off policies, termination of the Period of Employment pursuant to Section 4(d) or 4(e) hereof. (iii) unreimbursed expenses (Company shall be entitled to a credit for any amounts paid pursuant to Part One, Paragraph 1 of the Company’s expense reimbursement policyChange of Control Agreement for any amounts payable pursuant to Paragraph (i)(A) and (i)(B) above as part of any Severance Benefits payable hereunder. (iv) all accrued vested benefits Except as provided pursuant to in Section 6 below, the terms Severance Benefits shall be received by Employee in lieu of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer right Employee may have under applicable law, Company or Parent policies or plans or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after payments or compensation in connection with the termination of your Employee's employment with Company. (v) Employee agrees that payment of the Company (whether voluntary or involuntary)Severance Benefits may, subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion discretion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction the prior execution by the Employee of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the a form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed provided by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard prior to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), such payment and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not Severance Benefits shall be deemed to have occurred any earlier than the sixtieth consideration for such release. (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreement.g)

Severance Benefits. If (x) the Executive’s employment is terminated by Company terminates your employment for any reason other than for without Cause (as defined below), death or Disability (as defined below), or (y) you resign from your employment with the Company due to Executive’s resignation for Good Reason (as defined below) (each such event, a “Qualified SeparationCovered Termination”), subject Executive shall be eligible to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with receive the following severance benefits: (i1) payment of a severance payments in the form of salary continuation at a rate amount equal to your twenty-four (24) months of Executive’s Base Salary, at the rate Salary in effect at the time of your separation date (and immediately prior to any the Separation Date (or, the level in effect prior to a reduction of Base Salary that constitutes Good Reason), less applicable payroll tax withholdings and deductions (the “Cash Severance”); (2) a lump sum cash payment equal to the full amount of Executive’s Bonus Target for the fiscal year in which the Separation Date occurs, less applicable employment tax withholdings and deductions (the “Full Target Bonus”); (3) Executive’s then-outstanding equity awards (the “Equity Awards”) that vest based on time will be accelerated with respect to the portion of such Equity Awards that would constitute Good Reason hereunder)have become vested if Executive remained employed for twelve (12) months after the Separation Date, for unless otherwise provided in any time-based Equity Award granted after the Severance PeriodEffective Date; provided that, any time-based Equity Awards that are subject to “cliff” vesting, will be converted to monthly vesting, if necessary, in order to effect such vesting acceleration; and (ii4) a pro-rata portion the exercise period applicable to the Equity Awards will be extended until the later of (based upon A) the number first (1st) anniversary of days you were employed the Separation Date; or (B) the date provided in the applicable year) Equity Award agreement, but in no case longer than the expiration of your annual bonus target the stated term of the Equity Award. Except for the year foregoing accelerated vesting and extended exercise benefits, all existing terms and conditions applicable to the Equity Awards shall remain in which your termination occurs (iii) provided you timely elects continued coverage under COBRAfull force and effect. For the avoidance of doubt, or state continuation coverage (as applicable), the vesting of Executive’s performance-based Equity Awards that were granted under the Company’s group health plans following Long-Term Performance Share Award Agreement will continue to be governed under the terms of such terminationdocument. In addition, the Company will pay the full COBRA, or state continuation coverage, premiums provided Executive timely elects to continue your (and your covered dependents, as applicable) Executive’s group health insurance coverage in effect on after the termination date until Separation Date pursuant to the earliest of: federal COBRA law or applicable state insurance laws such as Cal-COBRA (1) collectively, “COBRA”), and the last day terms of the final full month of governing health insurance policies, Company will reimburse the Severance Period; monthly COBRA health insurance premiums (2the “COBRA Payments”) the date when you become eligible for substantially equivalent Executive pays to continue Executive’s health insurance coverage in connection with (including dependent coverage) for twenty-four (24) months after the Separation Date, or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employment employer or self-employment; or (3) the date you cease ceases to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time (the “COBRA Payment Period”). Executive must submit to the Company determines appropriate documentation of the foregoing health insurance payments, within sixty (60) days of making such payments, in order to be reimbursed. Notwithstanding the foregoing, if Company determines, in its sole discretion, that its payment it cannot pay the COBRA Payments without a substantial risk of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of violating applicable law (including, but not limited towithout limitation, Section 2716 of the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Public Health Care and Education Reconciliation Service Act), then in lieu of paying such premiums pursuant to this Section, at the Company shall pay you on the last day end of each remaining month of the period specified aboveCOBRA Payment Period, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with Executive directly a taxable monthly amount which, after taxes, equals the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are COBRA Payment amount Company would have otherwise paid to other executives Executive (assuming a 35% tax rate). Executive agrees to promptly notify Company in writing if Executive becomes eligible for group health insurance coverage through a new employer before the end of the Company), specified reimbursement period. (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any All severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition entire subsection 8(f)(i) are referred to any other payments and benefits payable to you by collectively as the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreement“Severance Benefits.”)

Severance Benefits. If this Agreement and Executive’s employment are terminated without Cause by Rural/Metro as set forth in Section 5B, Executive shall receive the “Severance Benefits” provided by this Section. In addition, Executive also shall receive the Severance Benefits if Executive’s employment is terminated due to Disability as set forth in Section 7. The Severance Benefits shall begin immediately following the effective date of termination of employment and, except as otherwise provided herein, will continue to be payable for a period (xthe “Benefit Period”) of twenty-four (24) months thereafter. However, notwithstanding anything herein to the Company contrary, the Benefit Period shall be twelve (12) months in the event that Severance Benefits are payable due to Disability. The Executive’s Severance Benefits shall consist of the continuation of Executive’s then Base Salary for duration of the Benefit Period, less lawfully required withholdings, and shall be paid in accordance with Rural/Metro’s generally-applicable payroll practices. Such Severance Benefits shall be paid in lieu of any accrued vacation time. The Severance Benefits also shall consist of the continuation of any health, medical, dental, vision or pharmaceutical coverage that Executive was participating in as of the last day of active employment to the extent that Executive continues to be eligible for such coverages. These coverages shall be continued under COBRA beginning the first day of the month following the effective termination date and shall continue for the duration of the Benefit Period provided that Executive satisfactorily complies with all COBRA election and eligibility requirements. During the Benefit Period, Executive shall continue to pay the same premiums paid as of the last day of active employment. Executive’s life insurance coverage may be converted to an individual policy within 30 days of the effective termination date, if conversion is then available under the applicable policy. Upon conversion, the cost of maintaining an individual policy resides with Executive. If Executive voluntarily terminates your this Agreement and Executive’s employment, or if Rural/Metro terminates the Agreement and Executive’s employment for any reason other than for Cause (as defined below)Cause, no Severance Benefits shall be paid to Executive. No Severance Benefits are payable in the event of Executive’s death or Disability (as defined below), or (y) you resign from your employment with the Company for Good Reason (as defined below) (each such event, retirement. Severance Benefits and Executive’s right to exercise any stock options shall immediately cease if Executive commits a “Qualified Separation”), subject to material violation of any of the terms of this Agreement (including satisfaction of relating to confidentiality and non-disclosure, as set forth in Section 10, or the Release Requirement) and your continued compliance Covenant-Not-To-Compete, as set forth in all Section 11. Only material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable violations will result in the reasonable discretion loss of Severance Benefits and the Company, is ability to exercise stock options. The payment of Severance Benefits shall not cured be affected by whether Executive seeks or obtains other employment. Executive shall have no obligation to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company seek or obtain other employment and Executive’s Severance Benefits shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal not be impacted by Executive’s failure to your Base Salary, at the rate in effect at the time of your separation date (and prior “mitigate.” In order to any reduction that would constitute Good Reason hereunder), for receive the Severance Period; (ii) a pro-rata portion (based upon the number Benefits, Executive must execute any release reasonably requested by Rural/Metro of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage claims that Executive may have in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your Executive’s employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this AgreementRural/Metro.

Severance Benefits. If (x) Executive’s employment is terminated by the Company terminates your employment without Cause or as a result of Executive’s resignation for any reason other than for Cause (as defined below), Good Reason or Executive’s death or Disability (as defined below), or (y) you resign from your employment with the Company for Good Reason (as defined below) (each such event, a “Qualified SeparationCovered Termination”), subject Executive (or Executive’s estate, as applicable) shall be eligible to receive the following severance benefits: (1) payment of an amount equal to six (6) months of Executive’s Base Salary in effect immediately prior to the Separation Date, less applicable payroll tax withholdings and deductions (the “Severance”) and (2) twelve (12) months of accelerated vesting of Executive’s Equity Awards (so that Executive becomes vested in the portion of the Equity Awards that would have become vested if Executive remained employed for 365 days after the Separation Date). Except for the foregoing accelerated vesting benefit, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to the federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”), and the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group governing health plans following such terminationinsurance policies, the Company will pay reimburse the full COBRA, or state continuation coverage, monthly COBRA health insurance premiums (the “COBRA Payments”) Executive pays to continue your (and your covered dependents, as applicable) Executive’s health insurance coverage in effect on the termination date until the earliest of: (1including dependent coverage) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary Separation Date or involuntary), subject until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or ceases to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus eligible for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans COBRA coverage (the “Accrued ObligationsCOBRA Payment Period”). Your right Executive must submit to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) the Company appropriate documentation of the COBRA reimbursement provisions set forth above. In additionforegoing health insurance payments, if a Change within sixty (60) days of making such payments, in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued order to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Datereimbursed. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) determines, in its sole discretion, that contain information belonging to it cannot pay the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return COBRA Payments without a separation agreement and general release substantial risk of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A violating applicable law (including, without limitation, for purposes Section 2716 of Treasury Regulation Section 1.409A-2(b)(2)(iii)the Public Health Service Act), your right at the end of each remaining month of the COBRA Payment Period, the Company shall pay Executive directly a taxable monthly amount which, after taxes, equals the COBRA Payment amount the Company would have otherwise paid to receive any installment payments under this Agreement Executive (whether assuming a 35% tax rate). Executive agrees to promptly notify the Company in writing if Executive becomes eligible for group health insurance coverage through a new employer before the end of the specified reimbursement period. For sake of reference, all severance payments, reimbursements or otherwisebenefits provided in entire subsection 10(g)(i) shall be treated referred to collectively as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from ServiceSeverance Benefits.”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreement.

Severance Benefits. If (x) In addition to your Accrued Obligations, subject to your continued compliance with the Proprietary Information and Inventions Assignment Agreement, as described below, and the effectiveness of your Release, as defined below, if your employment is involuntarily terminated by the Company terminates your employment for any reason other than for without Cause (as defined below), ) (and other than by reason of your death or Disability (as defined below), disability) or (y) you resign from your employment with the Company for Good Reason (as defined below) (each either such eventtermination, a “Qualified SeparationQualifying Termination”), subject you shall be entitled to receive, as the terms of this Agreement sole severance benefits to which you are entitled, the benefits provided below (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate “Severance Benefits”): • An amount equal to your Base Salary, 9 months’ base salary (at the rate in effect at immediately prior to the time date of your separation date (and termination of employment, 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 any reduction that would constitute Good Reason hereundersuch material diminution), which amount will be paid in a lump sum within 10 days following the date your Release becomes effective; • If you are terminated between January 1 and the payment date of the your annual cash performance bonus for the Severance Period; (ii) calendar year preceding the date of your Qualifying Termination, you will be paid a pro-rata portion (based upon lump sum cash payment in an amount equal to the number amount of days the annual cash performance bonus that you were employed would have otherwise earned for performance in the applicable year) of calendar year preceding your annual bonus target termination, which amount will be paid in a lump sum within 10 days following the date your Release becomes effective; • The Company will pay you an amount equal to your 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; • For the 9 month period beginning on the date of your termination occurs of employment (iiior, if earlier, (a) provided you timely elects continued coverage the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires, or state continuation (b) the Mineralys Therapeutics, Inc. | 000 X. Xxxxxx Xxxxxxx Xxxx, Ste. F200, Radnor, PA 19087 | 610.977.2000 date on which you become eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment) (as applicablesuch period, the “COBRA Coverage Period”), if you and/or your eligible dependents who were covered under the Company’s group health insurance plans following as of the date of your termination of employment elect to have COBRA coverage and are eligible for such terminationcoverage, the Company will shall pay for or reimburse you on a monthly basis for an amount equal to (i) the full COBRA, or state continuation coverage, premiums to continue your (and actual monthly premium you and/or your covered dependents, 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 insurance coverage in effect on the termination date until the earliest of: (1) the last day plans as of the final full month date of your termination of employment. If any of the Severance Period; (2) Company’s health benefits are self-funded as of the date when of your termination of employment, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or that is otherwise compliant with applicable law (including, 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 lump sum amount in advance for the COBRA Coverage Period (or any remaining portion thereof). You shall be solely responsible for all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. You shall notify the Company immediately if you become eligible for substantially to receive the equivalent health insurance or increased healthcare coverage in connection with new by means of subsequent employment or self-employment; • Notwithstanding anything else set forth herein, in the Plan or (3) the date you cease to be eligible for COBRA or state law continuation coverage for in any reasonaward agreement, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month number of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control unvested Stock Awards (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you held by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments Initial Award and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunderAdditional Award) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due vest on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of your Release as would have vested during the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date 9-month period following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for your Qualifying Termination had you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you remained employed by the Company during such period. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreement.plan regarding such Stock Award; and

Severance Benefits. If In the event of Officer’s Termination Without Cause or Termination For Good Reason prior to the Retention Date, in addition to receiving the Earned Compensation and the Retention Award, Officer shall receive a severance benefit equal to the greater of (xa) nine months Base Salary, based on Officer’s Base Salary just prior to termination (but excluding any decreases in Base Salary after the Company terminates your employment for Effective Date that would give rise to Good Reason under Section 7.2(a)) and (b) two weeks Base Salary, based on Officer’s Base Salary just prior to termination (but excluding any reason other than for Cause (as defined belowdecreases in Base Salary after the Effective Date that would give rise to Good Reason under Section 7.2(a)), death or Disability (as defined below), or (y) you resign from your for each year of employment with Umpqua (any such benefits, the Company for Good Reason (as defined below) (each such event, a “Qualified SeparationSeverance Benefits”), subject to the terms of this Agreement (including satisfaction of the Release Requirement) execution and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership effectiveness of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims (substantially in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) within 55 days following the date of your Qualified Separation termination and forfeiture of any unpaid Severance Benefits in the event of non-compliance (other than non-compliance that is insubstantial and not willful) with the restrictive covenants set forth in Sections 11, 12, 13 or such earlier date required 14 of this Agreement. Subject to any delay as contemplated by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the ReleaseSection 10.3, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section Severance Benefits shall be paid in a lump sum to youequal installments over the number of months of continued Base Salary, and any remaining payments due shall be paid as otherwise provided herein or in starting on the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date next regular payday following the Separation From Service, regardless of when date the Release actually release becomes effective. In addition to the above, to the extent Officer shall not be required to comply with mitigate any compensation payable under this Section 409A 9 (whether by seeking new employment or otherwise) and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits such compensation shall not commence until the beginning of the second calendar year. The Company makes no representation be reduced by earnings that compensation paid pursuant to the terms of this Agreement will be exempt Officer may receive from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable source. Notwithstanding the foregoing, in the event that Umpqua’s similarly situated officers as a group are offered more favorable severance terms (excluding severance terms related to you by the Company a merger of Umpqua, sale of Umpqua or any affiliate thereof) may be similar change in control event), subject to reduction as set forth on Attachment AOfficer’s consent, which is hereby incorporated into this Agreementthe severance terms provided to Officer shall be amended accordingly.

Severance Benefits. If (x) the Executive’s employment is terminated by Company terminates your employment for any reason other than for without Cause (as defined below), death or Disability (as defined below), or (y) you resign from your employment with the Company due to Executive’s resignation for Good Reason (as defined below) (each such event, a “Qualified SeparationCovered Termination”), subject Executive shall be eligible to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with receive the following severance benefits: (i1) payment of a severance payments in the form of salary continuation at a rate amount equal to your twenty-four (24) months of Executive’s Base Salary, at the rate Salary in effect at the time of your separation date (and immediately prior to any the Separation Date (or, the level in effect prior to a reduction of Base Salary that constitutes Good Reason), less applicable payroll tax withholdings and deductions (the “Cash Severance”); (2) a lump sum cash payment equal to the full amount of Executive’s Bonus Target for the fiscal year in which the Separation Date occurs, less applicable employment tax withholdings and deductions (the “Full Target Bonus”); (3) Executive’s then-outstanding equity awards (the “Equity Awards”) that vest based on time will be accelerated with respect to the portion of such Equity Awards that would constitute Good Reason hereunder)have become vested if Executive remained employed for twenty-four (24) months after the Separation Date, for unless otherwise provided in any time-based Equity Award granted after the Severance PeriodEffective Date; provided that, any time-based Equity Awards that are subject to “cliff” vesting, will be converted to monthly vesting, if necessary, in order to effect such vesting acceleration; and (ii4) a pro-rata portion the exercise period applicable to the Equity Awards will be extended until the later of (based upon A) the number first (1st) anniversary of days you were employed the Separation Date; or (B) the date provided in the applicable year) Equity Award agreement, but in no case longer than the expiration of your annual bonus target the stated term of the Equity Award. Except for the year foregoing accelerated vesting and extended exercise benefits, all existing terms and conditions applicable to the Equity Awards shall remain in which your termination occurs (iii) provided you timely elects continued coverage under COBRAfull force and effect. For the avoidance of doubt, or state continuation coverage (as applicable), the vesting of Executive’s performance-based Equity Awards that were granted under the Company’s group health plans following Long-Term Performance Share Award Agreement will continue to be governed under the terms of such terminationdocument. In addition, the Company will pay the full COBRA, or state continuation coverage, premiums provided Executive timely elects to continue your (and your covered dependents, as applicable) Executive’s group health insurance coverage in effect on after the termination date until Separation Date pursuant to the earliest of: federal COBRA law or applicable state insurance laws such as Cal-COBRA (1) collectively, “COBRA”), and the last day terms of the final full month of governing health insurance policies, Company will reimburse the Severance Period; monthly COBRA health insurance premiums (2the “COBRA Payments”) the date when you become eligible for substantially equivalent Executive pays to continue Executive’s health insurance coverage in connection with (including dependent coverage) for twenty-four (24) months after the Separation Date, or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employment employer or self-employment; or (3) the date you cease ceases to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time (the “COBRA Payment Period”). Executive must submit to the Company determines appropriate documentation of the foregoing health insurance payments, within sixty (60) days of making such payments, in order to be reimbursed. Notwithstanding the foregoing, if Company determines, in its sole discretion, that its payment it cannot pay the COBRA Payments without a substantial risk of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of violating applicable law (including, but not limited towithout limitation, Section 2716 of the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Public Health Care and Education Reconciliation Service Act), then in lieu of paying such premiums pursuant to this Section, at the Company shall pay you on the last day end of each remaining month of the period specified aboveCOBRA Payment Period, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with Executive directly a taxable monthly amount which, after taxes, equals the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are COBRA Payment amount Company would have otherwise paid to other executives Executive (assuming a 35% tax rate). Executive agrees to promptly notify Company in writing if Executive becomes eligible for group health insurance coverage through a new employer before the end of the Company), specified reimbursement period. (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any All severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition entire subsection 8(f)(i) are referred to any other payments and benefits payable to you by collectively as the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreement“Severance Benefits.”)

Severance Benefits. (a) If the Executive’s employment terminates by reason of an Involuntary Termination or Constructive Termination (xin either case, other than a Change of Control Termination), (i) the Company terminates your employment for any reason other than for Cause (as defined below), death or Disability (as defined below), or (y) you resign from your employment with will pay the Company for Good Reason (as defined below) (each such event, a “Qualified Separation”), subject to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate Executive an amount equal to your Base Salary[twelve (12)](1) months of his or her base salary, at the rate in effect at as of the time of your separation date Termination Date (and prior to any reduction that would constitute Good Reason hereunder[the “Initial Salary Payment”), plus an amount equal to a maximum of six (6) months of his or her base salary for any period beginning as of the Severance Period; first anniversary of the Termination Date during which the Executive has not secured new, reasonably similar full-time employment (the “Additional Salary Payment”, and together with the Initial Salary Payment,](2) the “Salary Payment”)[, provided that the Executive seeks to obtain such new employment and keep the Company informed thereof, consistent with the terms of the Separation Agreement (as such term is defined in Section 4 below)](3), (ii) a pro-rata portion (based upon if the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under prior to the Company’s group health plans following such terminationpayment of an annual cash incentive award from the prior completed year, the Company will pay the Executive such unpaid award to the extent the Executive would have received such award should he or she have been employed on the date such awards are paid to the rest of the Company (the “Prior Year Bonus Payment”), (iii) the Company will pay the Executive a pro rata amount of the Executive’s annual cash incentive award target for the current year (pro-rated based on the percentage of the year worked prior to the termination) (the “Current Year Bonus Payment”), (iv) the Company will pay the Executive an additional amount equal to the Executive’s full COBRAannual cash incentive award target for the current year(4) (the “Additional Bonus Payment”) (collectively, or state continuation coveragethe Prior Year Bonus Payment, premiums if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to continue your as the “Aggregate Bonus Payment”), (and your covered dependentsv) provided that the Executive timely elects continued medical coverage pursuant to Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Sectionamended, the Company shall pay you on will permit the last day Executive to continue to participate in its group medical plan for [twelve (12)](5) months following the Termination Date[ (the “Initial COBRA Coverage”), plus any additional period during which the Executive is not eligible to participate in a group medical plan of each remaining month of another employer other than the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholdingCompany’s group medical plan, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect up to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after following the termination first anniversary of your employment the Termination Date](6), at the same rate that the Executive would be required to contribute toward such coverage if he or she were actively employed ([the “Additional COBRA Coverage” and together with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (iInitial COBRA Coverage,](7) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release DeadlineCoverage”), and permit (vi) the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you Executive will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described abovefor outplacement assistance, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed industry standards for similarly situated executive officers in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreement.the

Severance Benefits. If Notwithstanding the at-will nature of your employment, if (xa) at any time the Company terminates your employment for any reason other than for without Cause (as defined below), and other than as a result of your death or Disability (as defined below)disability, or (yb) you resign from your employment with the Company for Good Reason (as defined below) (each such event, a “Qualified Separation”), subject to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable provided in accordance with its terms (each case such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in termination constitutes a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, ) (a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then in addition to the extent delayed commencement of any portion of such payments is required Accrued Obligations you will be entitled to receive severance in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest form of (i) the expiration of the six-month and one day period measured from the date nine (9) months of your Separation from Service then base salary, such amount to be paid in equal installments over a nine (9) month period after the Date of Termination payable in accordance with the Company’s usual payroll practices and periods, subject to applicable taxes and withholding, commencing on the first payroll date following the date the Release becomes effective and irrevocable (as discussed in the following paragraph); and (ii) if you were participating in the Company’s group health plan immediately prior to the Date of Termination and you elect COBRA health continuation, payment for nine (9) months of monthly COBRA premiums at the same rate as the Company pays for active employees for you and your eligible dependents, subject to applicable COBRA terms and in compliance with applicable non-discrimination or other requirements under the Internal Revenue Code (the “Code”), the Patient Protection and Affordable Care Act, or the Health Care and Education Reconciliation Act (collectively, the “Severance Benefits”). Such severance benefits are conditional upon (x) your continuing to comply with your obligations under your Proprietary Information Agreement, and (y) your delivering to the Company an effective, general release of claims in favor of the Company in a form acceptable to the Company that becomes effective and irrevocable within 60 days following your termination date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation“Release”). Upon In the first business day event the termination occurs at a time during the calendar year when the Release could become effective and irrevocable in the calendar year following the expiration calendar year in which your termination of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, employment occurs (whether or not it actually becomes effective and any remaining payments due shall be paid as otherwise provided herein or irrevocable in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that following year), then any severance payments and benefits provided under this Agreement constitutes “that would be considered deferred compensation” compensation under Internal Revenue Code Section 409A, for purposes of determining 409A will be paid on the schedule for payment of first payroll date to occur during the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date calendar year following the Separation From Service, regardless of when calendar year in which such termination occurs following the date the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A effective and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreementirrevocable.

Severance Benefits. If (x) In addition to your Accrued Obligations, subject to your continued compliance with the Proprietary Information and Inventions Assignment Agreement, as described below, and the effectiveness of your Release, as defined below, if, following the closing of a Qualifying Series A Financing, your employment is involuntarily terminated by the Company terminates your employment for any reason other than for without Cause (as defined below), ) (and other than by reason of your death or Disability (as defined below), disability) or (y) you resign from your employment with the Company for Good Reason (as defined below) (each either such eventtermination, a “Qualified SeparationQualifying Termination”), subject you shall be entitled to receive, as the terms of this Agreement sole severance benefits to which you are entitled, the benefits provided below (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate “Severance Benefits”): • An amount equal to your Base Salary, 6 months' base salary (at the rate in effect at the time of your separation date (and immediately prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of your termination of continuous service) shall be exercisable until employment, or in the date that is six (6) months after case of a material diminution in your base salary which would give rise to Good Reason for your resignation, the termination of your employment with the Company (whether voluntary or involuntarybase salary in effect prior to such material diminution), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph which amount will be paid in over a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such period of 6 months following your termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid employment in accordance with the Company’s standard payroll procedurespractices, andwith the first such installment occurring on the first regularly-scheduled payroll date following the date your Release becomes effective (which first installment will include any installments that would have occurred prior to such date but for the fact your Release was not yet effective); • For the 6 month period beginning on the date of your termination of employment (or, subject if earlier, (a) the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires, or (b) 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 satisfaction eligible dependents who were covered under the Company’s health insurance plans as of the Release Requirement date of your termination of employment elect to have COBRA coverage and are eligible for such coverage, the 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, as Mineralys Therapeutics, Inc. | 000 Xxxx Xx., Xxx. #0000, Xxx Xxxxxxxxx, XX 00000 | 415.678.1977 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 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 effect 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 manner that is exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or that is otherwise compliant with applicable law (including, 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 the foregoing monthly amount 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 continuation of coverage pursuant to COBRA, including, without limitation, the election of 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; • Notwithstanding anything else set forth herein, in the Plan or in any award agreement, such number of the unvested Stock Awards (as defined below), ) then held by you (including the Initial Award) will commence vest on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the effective date of your Qualified SeparationRelease as would have vested during the 9-month period following your Qualifying Termination had you remained employed by the Company during such period. The pro-rata portion foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award; and • In the event your bonus will be paid within seven business days Qualifying Termination occurs following the Release Effective Date. You will not closing of a Qualifying Series A Financing and within 12 months following a Change in Control, the references to “6 months” in the foregoing severance provisions shall be entitled increased to “12 months.” ◦ As a condition to your receipt of any of the post-termination payments and benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong pursuant to the Company preceding paragraphs, you shall execute and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return not revoke a separation agreement and general release of all claims in favor of the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination Company (the “Release”) and such in a form reasonably acceptable to the Company in order to effectuate a valid general release of claims. In the event the Release becomes does not become effective and irrevocable no later than sixty (within the 60) days -day period following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”)termination of employment, and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the aforesaid payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreement.

Severance Benefits. If (x) In return for Executive’s timely signing and not revoking this Agreement as set forth in Section 13 below, and subject to Executive’s compliance with all terms hereof, the Company terminates your employment for any reason other than for Cause (as defined below), death or Disability (as defined below), or (y) you resign from your employment with the Company for Good Reason (as defined below) (each such event, a “Qualified Separation”), subject to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefitsshall: (i) severance payments in the form of salary continuation at a rate equal continue to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRAExecutive, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policiesregularly established payroll procedure, the Executive’s Base Salary for a period of twelve (12) months; (ii) for a period of twelve (12) months following the date of the Executive’s termination of employment (or, if earlier, the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) expires) (such period, the “COBRA Coverage Period”), provided the Executive is eligible for and timely elects to continue receiving group medical insurance pursuant to COBRA, continue to pay the Company’s share of the premium the Executive and/or his eligible dependents are required to pay for continuation coverage pursuant to COBRA based on the cost sharing levels in effect on the date of the Executive’s termination of employment, unless the Company’s provision of such COBRA payments will violate the nondiscrimination requirements of applicable law, in which case, instead of providing the benefits as set forth above, the Company shall instead pay to the Executive the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof), unless the Company determines that such payments would not comply with applicable law in a manner that causes the Company to incur additional taxes, penalties, fines or charges as a result of such payments (other than employer-side employment taxes payable on such payments); (iii) unreimbursed expenses pay the Executive a lump sum equal to 100% of the Executive’s Target Bonus (paid pursuant to as defined in the Company’s expense reimbursement policyEmployment Agreement) for 2023, payable within seventy-five (75) days of the termination date; and (iv) all accrued vested benefits provided pursuant to the terms of the CompanyExecutive’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion equity awards shall vest and become fully exercisable or non-forfeitable effective as of the termination date, with the same treatment applying to any stock option or restricted stock award issued to you then-unvested equity awards granted by the Company shall vest as to the Executive under any successor equity incentive plan (provided, however, that the accelerated vesting of any equity awards the vesting of which is subject to performance-based vesting conditions (and excluding, for the avoidance of doubt, performance-based awards that are subject to time-based vesting following the achievement of the Release Effective Date, applicable performance metric) shall be governed by the individual award agreement and the equity plan under which such awards were granted to the extent such award agreement specifically provides that such awards will not be eligible for accelerated vesting under this Agreement) (ii) unless an option award provides for a more favorable post-termination exercise periodprovided that, with respect to any options granted to you, such options shall be exercisable until the date equity award that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary)a restricted stock unit, subject to earlier termination in accordance with the Plan, and in no event will your options shall such restricted stock unit be exercisable beyond settled later than the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control March 15 of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date calendar year following the closing of such Change year in Control. The severance payments described above will be paid in accordance with which the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement termination date occurs) (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Releasecollectively, the “Release Effective DateSeverance Benefits”). If you fail to return Other than the release on or before the Release DeadlineSeverance Benefits, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you Executive will not be eligible to receive any of the benefits described abovefor, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties nor shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements he or otherwise) shall be treated as she have a right to receive a series of separate receive, any payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation or benefits from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment Aof its Affiliates following the Separation Date, which other than reimbursement for any outstanding business expenses in accordance with Company policy. For the sake of clarity, the Parties agree that there is hereby incorporated into this Agreementno earned but unpaid annual bonus due for 2022.

Severance Benefits. If (x) In the Company terminates your event of the termination of Executive’s employment without Cause or Executive’s resignation for any reason other than for Cause (as defined below)Good Reason, death or Disability (as defined below), or (y) you resign and in each case such termination results in a “separation from your employment service” with the Company for Good Reason (as defined belowwithin the meaning of Treasury Regulation Section 1.409A-1(h) (each such eventwithout regard to any permissible alternative definition thereunder) (an “Involuntary Termination”) within twelve (12) months immediately following the effective date of a Change in Control, a “Qualified Separation”), subject to the terms of this Agreement (including satisfaction in lieu of the Release Requirement) Severance Benefits provided in Sections 5.2 and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance5.4 herein, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with Executive will receive the following benefits: benefits upon such Involuntary Termination (the “Change in Control Benefits”): (i) a lump sum cash severance payments in the form of salary continuation at a rate payment equal to your Base Salarytwelve (12) months of Executive’s then current annual base salary, at the rate in effect at the time of your separation date (less applicable withholdings and prior to any reduction that would constitute Good Reason hereunder), for the Severance Perioddeductions; (ii) a pro-rata portion lump sum cash severance payment equal to one (based upon the number of days you were employed in the 1) times Executive’s annual target bonus potential, less applicable year) of your annual bonus target for the year in which your termination occurs withholdings and deductions; (iii) provided you if Executive timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s -provided group health plans following such terminationinsurance coverage pursuant to federal COBRA law, the Company will pay the full COBRA, or state continuation coverage, Executive’s COBRA premiums sufficient to continue your (and your covered dependents, as applicable) maintain his group health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six Involuntary Termination for twelve (612) months after following the termination of your employment with the Company (whether voluntary or involuntary)Involuntary Termination, subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with provided that the Company’s paid time off policiesobligation to continue to pay Executive’s COBRA premiums hereunder will cease immediately upon Executive’s eligibility for equivalent group health insurance coverage through a new employer; (iv) Executive will have the ability to exercise any vested stock option shares granted to Executive by the Company until one (1) year following the date of the Involuntary Termination or the expiration of the term of any such option, whichever occurs earlier; and (iiiv) unreimbursed expenses (paid pursuant to the vesting of all of Executive’s outstanding equity awards shall be accelerated so that they vest in full and the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by repurchase any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In additionearlier exercised shares, if applicable, shall lapse. As a Change in Control (as defined below) is consummated and a Qualified Separation occurs within condition precedent to Executive’s receipt of the Change in Control PeriodBenefits, then (i) 100% of the then-unvested portion of any stock option Executive must properly execute, and not revoke or restricted stock award issued attempt to you by the Company shall vest as of revoke, the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreement6.

Severance Benefits. If (x) I understand that Walco or myself may terminate my employment at any time. In return for my agreement to be bound by the Company terminates your terms of this Agreement, Walco has agreed to pay severance benefits upon the following terms and conditions: In the event that Walco elects to terminate my employment for any reason other than for Cause (as defined below), death or Disability (as defined below), or (y) you resign from your I terminate my employment with the Company for Good Reason (as those terms are defined below) (each such event, a “Qualified Separation”), subject to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant any other severance benefits to this Sectionwhich I may be entitled, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholdingWalco will, for the remainder a period of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after following my termination, continue to pay my salary. The total amount paid to me during this six (6) month period will be equal to one half of the amount paid to me as compensation by Walco during the last full calendar year of my employment, as reflected on my last W-2. The obligations of Walco to do so, however, are conditioned upon me signing a release of claims in a form satisfactory to Walco within twenty-one (21) days (or, if greater, the time period mandated by applicable federal or state law) of the date I receive notice of termination of your my employment with or the Company (whether voluntary or involuntary)date I receive said release of claims, subject to earlier termination whichever is later, and upon my not revoking the release of claims thereafter. All such severance payments under this Agreement will bein a form of salary continuation payable in accordance with the Plannormal payroll practices of Walco, and in no event will your options be exercisable beyond begin at Walco’s next regular payroll period following the original expiration effective date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives said release of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Periodclaims, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separationtermination. The pro-rata portion following, as determined by the Senior Vice President of your bonus will be paid within seven business days following Sales and Operations (or other officer delegated by the Release Effective Date. You will not be entitled to any of the benefits described above unless you Chief Executive Officer) in his/her reasonable judgment, shall constitute Cause for termination: (i) have returned all Company property my refusal or failure to perform (other than by reason of disability), or material negligence in your possessionthe performance of, including (without limitation) copies my duties and responsibilities, to Walco or my refusal or failure to follow or carry out any reasonable direction of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and Walco; (ii) material breach by me of any provision of this Agreement or any other agreement between myself and the Walco; (iii) the commission of fraud, embezzlement, theft or other dishonesty by me; (iv) my conviction or plea of nolo contendere to any felony or any other crime involving dishonesty or moral turpitude; or (v) any conduct that could reasonably be expected to have satisfied a material adverse effect upon the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release business, interests of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time reputation of Walco. Upon providing notice of termination (the “Release”) of my employment hereunder for Cause, Walco shall have no further obligation or liability to me, other than for Base Salary earned and such Release becomes effective and irrevocable no later than sixty (60) days following unpaid at the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”)termination. If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without The following shall constitute Good Reason for termination by me: a material diminishment in the nature or if scope of my duties or compensation without my prior consent; provided, however, that the Company terminates your employment for Cause, you will following shall not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause constitute “Good Reason”: (i) any diminishment in compensation attributable to market conditions or vendor-initiated action, or (ii) any diminishment of Accrued Obligations). It is intended that the business of Walco or any of its Affiliates, including without limitation, (iii) the sale or transfer of any and all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application assets of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements Walco or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409Aits Affiliates, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes constitute “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this AgreementGood Reason”.

Severance Benefits. If (x) In the Company terminates event that your employment for any reason other than for Cause (as defined below)is terminated by WABCO EXPATS, death or Disability (as defined below)WABCO, or (y) any of their affiliated companies without Cause or by you resign from your employment with the Company for Good Reason (as each such term is defined in Appendix A hereto), you will be entitled to receive the following severance benefits, which are in lieu of and not in addition to any statutory severance benefits that may otherwise be payable to you. If the statutory severance benefits to which you would otherwise be entitled are greater than the amounts described herein, you will receive the statutory severance benefits and no amounts shall be payable under this section. Otherwise, the statutory severance benefits payable to you will be treated as an offset against the amounts payable under this section, so that you will be entitled under this section solely to the excess of the amounts described herein over the amount of such statutory severance benefits, if any. In all events, the amounts payable as severance under this section is subject to your executing a release of claims against WABCO EXPATS, WABCO and their affiliated companies within 45 days of your termination of employment. For avoidance of doubt, any termination of your employment due to death, disability or pursuant to any applicable mandatory retirement policy for executive officers shall not be considered to be “without Cause” for purposes of determining eligibility for severance benefits. The gross severance benefits payable hereunder (prior to any offset for any statutory severance benefits payable) will include cash severance benefits in a single lump sum amount, payable 60 days after your employment termination, equal to one and one half times the sum of your (i) then current annual base salary plus (ii) your then current target annual incentive opportunity. You will also receive reimbursement of premiums for continued group medical coverage for you and your eligible dependents at the same coverage levels as in effect immediately prior to such termination for a period of 18 months, subject to earlier cessation if you receive comparable benefits from a future employer or fail to timely elect COBRA coverage and reimbursement for financial planning services up to a maximum amount of $5,000, so long as such request for reimbursement is submitted within one year of your termination of employment. If and to the extent the requirements of Section 409A of the U.S. Internal Code of 1986, as amended (the “Code”), would otherwise apply to any of the severance benefits provided under this section, the parties intend that such severance benefits shall be exempt from Code Section 409A. Specifically, the parties intend that: (a) the severance pay described above shall be exempt from Code Section 409A as a “short-term deferral” pursuant to Treas. Reg. Section 1.409A-1(b)(4); (b) the continued medical coverage described above shall be exempt from Code Section 409A pursuant to Treas. Reg. Section 1.409A-1(b)(9)(v)(B); and (c) the reimbursement for financial planning services described above shall constitute a “limited payment” that is exempt from Code Section 409A pursuant to Treas. Reg. Section 1.409A-1(b)(9)(v)(D). Notwithstanding the payment schedule contained elsewhere in this section, if and to the extent Section 409A would otherwise apply, if you are a “specified employee” (as defined below) (each such event, a “Qualified Separation”), subject to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number termination of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such terminationemployment, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) severance benefits under this section shall not be made before the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that which is six (6) months and one (1) day after the date of your termination of employment (or, if earlier, the date of your employment with death). For purposes of this agreement, “specified employee” shall have the Company (whether voluntary or involuntarymeaning set forth in Treas. Reg. Section 1.409A-1(i), subject to earlier termination except that “compensation” shall be defined using the special rule provided in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such optionsTreas. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”Reg. Section 1.415(c)-2(g)(5)(ii). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date Any payments that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph are so delayed will be paid in a single lump sum full on the first payroll date that follows day following the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) end of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement six (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i6) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits month period described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for CauseIn this case, you will not be eligible to receive any of shall have the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of during such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date to pay any unpaid part of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, premiums for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period continued medical coverage at your own expense in order for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any keep such payment. In addition, you acknowledge and agree that the payments and benefits described coverage in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreementforce.”

Severance Benefits. If (x) the Company (or any successor entity) terminates your the Executive’s employment without Cause, or if the Executive resigns the Executive’s employment for any reason other than for Cause Good Reason, the Executive will be eligible to receive, as the Executive’s sole severance benefits (as defined below), death or Disability the “Severance Benefits”): (as defined below), or (y) you resign from your employment with the Company for Good Reason (as defined below) (each such event, a “Qualified Separation”), subject to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (ia) severance payments pay in the form of the continuation of the Executive’s base salary continuation at a rate equal to your Base Salary, at the rate in effect at as of the time employment termination date for a period of your separation three (3) months from the termination date (and prior to any reduction that would constitute Good Reason hereunder)the applicable period, for the “Severance Period”); and (iib) a pro-rata portion (based upon if the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely Executive validly elects continued coverage under COBRA, or state to receive continuation coverage (as applicable), under the Company’s group health plans following plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), an amount equal to the applicable premium otherwise payable for such termination, the Company will pay the full COBRA, or state COBRA continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of during the Severance Period (the “COBRA Payment Period; (2) ”). The Severance Benefits shall be subject to all required payroll deductions and withholdings as determined by the date when you become eligible for substantially equivalent health insurance coverage Company. Notwithstanding the foregoing, in connection with new employment or self-employment; or (3) the date you cease order to be eligible for the Severance Benefits, the Executive must meet the Release Requirements (as defined below) as set forth in Section 9 within sixty (60) days after the date of the Executive’s employment termination, and the Executive shall receive no severance if the Executive fails to meet the Release Requirements. Provided that the Executive meets the Release Requirements set forth in Section 9, the Severance Benefits set forth in subsection (a) will be paid in equal monthly installments in accordance with the Company’s regular payroll practices, provided however, that the first payment of such amounts will not be made to the Executive until the first regular monthly payroll date that is more than sixty (60) days after the termination date, with the first payment due on such first payroll date that is more than sixty (60) days after the termination date to include all payments that would have been due during the period beginning on the first regular monthly payroll date following the termination date and such first regular monthly payroll date after the sixtieth (60th) day following the termination date. Notwithstanding anything to the contrary in this Agreement, (i) the Executive’s entitlement to any benefits or payments related to reimbursement for COBRA or state law continuation premiums shall cease on such date that the Executive becomes eligible to receive health insurance coverage for any reasonfrom another employer group health plan due to the Executive’s employment with a future employer, including plan termination; provided that and (ii) if at any time the Company determines that its payment of COBRA, or state continuation coverage, COBRA premiums on your the Executive’s behalf would result in a violation of applicable law (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 in lieu of paying such COBRA premiums pursuant to this SectionSection 7, the Company shall pay you the Executive on the last day of each remaining month of the period specified aboveCOBRA Payment Period, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; the COBRA Payment Period. For purposes of mitigation and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms reduction of the Company’s benefit plans (financial obligations to the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided Executive under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of this Section 409A of the Code7, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance Executive shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, promptly and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong fully disclose to the Company in writing the fact that the Executive has become eligible for comparable group health, dental or life insurance coverage from any other employer, and files stored on your computer(s) that contain information belonging the Executive shall be liable to repay any amounts to the Company and (ii) that should have satisfied been so mitigated or reduced but for the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and Executive’s failure or unwillingness to make such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreementdisclosure.

Severance Benefits. If (x) 4.6.1. Provided that, the Executive executes and delivers to the Company terminates your employment for any reason other a general release of claims in the Company’s standard form (the “Release”) within 60 days following the effective date of termination (which Release will be delivered by the Company to the Executive no later than for Cause (as defined below)5 days following the effective date of the termination of the Executive’s employment) and the Executive does not revoke the Release within the period of time permitted by the Release, death or Disability (as defined below)then, or (y) you resign from your employment effective with the Company for Good Reason (as defined below) (each such event, a “Qualified Separation”), subject to first pay period occurring on or after the terms of this Agreement (including satisfaction 61st day following the effective date of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncomplianceExecutive's termination of employment, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with to the following benefits: (i) severance payments in the form of salary continuation at a rate Executive an amount equal to your one year of the Executive’s Base Salary, at the rate Salary then in effect at (the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the “Severance Period; (iiBenefit”) payable over a proone-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under period on the Company’s group health plans standard pay schedule. In addition, provided the Executive executes the Release, the Company shall, for twelve (12) months following such termination, (i) reimburse the Executive for his reasonable costs of medical and dental coverage (if any) as provided under COBRA, (ii) reimburse the Executive for his reasonable costs incurred in maintaining his life and disability coverage (if any), and (iii) reimburse the Executive for all other benefits granted to the Executive in this Agreement, each at levels substantially equivalent to those provided by the Company will pay to the full COBRAExecutive immediately prior to the termination of his employment (including such other benefits as shall be provided to senior corporate officers of the Company in lieu of such benefits from time to time during the twelve (12) month payment period), on the same basis, including the Company’s payment of premiums and contributions, as such benefits are provided to other senior corporate officers of the Company or were provided to the Executive prior to the termination. Reimbursements of expenses which provide for nonqualified deferred compensation under Internal Revenue Code Section 409A, if any, shall not be paid before six (6) months and one day after the Executive’s date of termination of employment. The amount of expenses eligible for reimbursement, or state continuation coveragein-kind benefits provided, premiums during a taxable year of the Executive may not affect the expenses eligible for reimbursement, or in-kind benefits to continue your (and your covered dependents, as applicable) health insurance coverage be provided in effect any other taxable year. Reimbursements shall be paid on the termination date until the earliest of: (1) or before the last day of the final full month Executive’s taxable year following the taxable year in which the expense was incurred. The right to reimbursement hereunder is not subject to liquidation or exchange for another benefit. Notwithstanding the foregoing, however, if as of the Severance Period; (2) the effective date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan of termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, Executive constitutes a “specified employee” (as amended by such term is defined under Section 409A of the 2010 Health Care and Education Reconciliation ActCode (hereinafter “Section 409A”), then in lieu of paying such premiums pursuant to this Section), the Company shall instead pay you the Severance Benefit to Executive in one lump sum payment on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii1) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment termination of the applicable severance benefits shall not commence until the beginning Executive's employment. Payment of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement Severance Benefit will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may all cases be subject to reduction as set forth on Attachment Aall applicable withholding. Apart from any severance benefit, Executive shall receive any accrued and unpaid Annual Bonus for the calendar year fully completed prior to the date of Executive’s termination. Under this section, Executive shall not be entitled to receive any portion of Executive’s Annual Bonus for the calendar year in which is hereby incorporated into this Agreementthe termination occurs. For avoidance of doubt, in the event the Executive does not execute the Release, the Executive shall be free to pursue any claim of wrongful termination or other claim available to him.

Severance Benefits. If (x) Executive’s employment is terminated by the Company terminates your employment without Cause or as a result of Executive’s resignation for any reason other than for Cause (as defined below), Good Reason or Executive’s death or Disability (as defined below), or (y) you resign from your employment with the Company for Good Reason (as defined below) (each such event, a “Qualified SeparationCovered Termination”), subject Executive (or Executive’s estate, as applicable) shall be eligible to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with receive the following severance benefits: (i1) severance payments in the form payment of salary continuation at a rate an amount equal to your twenty-four (24) months of Executive’s Base Salary, at the rate Salary in effect at the time of your separation date (and immediately prior to any reduction that would constitute Good Reason hereunderthe Separation Date, less applicable payroll tax withholdings and deductions (the “Severance”), for the Severance Period; (ii2) payment of a pro-rata portion (final bonus equal to the amount of the most recently paid Bonus, prorated based upon on the number of days you were Executive was employed in the applicable year) of your annual bonus target for during the year in which your termination occurs the Separation Date occurred, less applicable employment tax withholdings and deductions (iiithe “Final Bonus,” collectively with the Severance, the “Cash Severance”); and (3) twelve (12) months of accelerated vesting of Executive’s Equity Awards (so that Executive becomes vested in the portion of the Equity Awards that would have become vested if Executive remained employed for 365 days after the Separation Date). Except for the foregoing accelerated vesting benefit, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided you Executive timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Companyto continue Executive’s group health plans following such terminationinsurance coverage after the Separation Date pursuant to the federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”), and the terms of the governing health insurance policies, the Company will pay reimburse the full COBRA, or state continuation coverage, monthly COBRA health insurance premiums (the “COBRA Payments”) Executive pays to continue your (and your covered dependents, as applicable) Executive’s health insurance coverage in effect on (including dependent coverage) for twenty-four (24) months after the termination Separation Date or until such earlier date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become as Executive either becomes eligible for substantially equivalent group health insurance coverage in connection with through a new employment employer or self-employment; or (3) the date you cease ceases to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time (the “COBRA Payment Period”). Executive must submit to the Company determines appropriate documentation of the foregoing health insurance payments, within sixty (60) days of making such payments, in order to be reimbursed. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that its payment it cannot pay the COBRA Payments without a substantial risk of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of violating applicable law (including, but not limited towithout limitation, Section 2716 of the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Public Health Care and Education Reconciliation Service Act), then in lieu of paying such premiums pursuant to this Section, at the Company shall pay you on the last day end of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In additionPayment Period, the Company shall pay or provide you with Executive directly a taxable monthly amount which, after taxes, equals the following: (i) any unpaid accrued bonus for COBRA Payment amount the immediately prior year (payable when bonuses are Company would have otherwise paid to other executives Executive (assuming a 35% tax rate). Executive agrees to promptly notify the Company in writing if Executive becomes eligible for group health insurance coverage through a new employer before the end of the Company)specified reimbursement period. For sake of reference, (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested severance benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwiseentire subsection 10(g)(i) shall be treated referred to collectively as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from ServiceSeverance Benefits.”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreement.

Severance Benefits. If (x) Although the Company terminates expressly reserves the right to terminate your employment at any time and for any reason other than for Cause (as defined below)reason, death or Disability (as defined below), or (y) you resign from should your employment with the Company be terminated by the Company other than for Cause, by you for Good Reason (as defined below) (each such eventor on account of your death or permanent disability, a “Qualified Separation”), subject you will be entitled to the terms severance consisting of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time continued payment of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides base salary for a more favorable post-termination exercise period, with respect to any options granted to you, such options period of twelve (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (612) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s normal payroll procedure and (ii) should you timely elect to continue healthcare coverage through COBRA, twelve (12) months reimbursement of the amount by which your COBRA premium exceeds the premium paid time off policies, (iii) unreimbursed expenses (paid pursuant to by the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant active employees for similar coverage, payable monthly. The foregoing severance is conditioned upon your compliance with your continuing obligations to the terms Company (as detailed in the attached Intellectual Property, Non-Disclosure, and Non-Solicitation Agreement (the “Non-Disclosure Agreement”)), your resignation or termination from all positions you then hold with Holdings, the Company and any of their subsidiaries, and your execution of the Company’s benefit plans standard form of release agreement not later than forty-five (45) days following your termination date (in which you release any and all known and unknown claims you may have against the Company and Its affiliates). Further, to the extent that any of the severance benefits constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Accrued ObligationsCode”). Your right , any payment of any amount or provision of any benefit otherwise scheduled to receive occur prior to the sixtieth (6th) day following the date your severance amounts termination of employment hereunder, but for the condition on executing the form of release as set forth herein, shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause made until the first regularly scheduled payroll date following such sixtieth (260th) of the COBRA reimbursement provisions set forth aboveday. In addition, if the payment (or commencement of a Change in Control (as defined belowseries of payments) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion hereunder of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, such “nonqualified deferred compensation” (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) upon a termination of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment employment shall be payable in delayed until such time as you have also undergone a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(hin Treas. Reg. 1.409A-1 (h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes at which time such nonqualified deferred compensation (calculated as of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with termination of employment hereunder) shall be paid (or commence to be paid) to you on the Company, schedule set forth herein as if you had undergone such termination of employment (iiunder the same circumstances) on the date of your death or ultimate “separation from service.” Each installment described in this section (iiiand all other payments to be made in installments as a result of this Letter Agreement) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in deemed to be a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, separate payment for purposes of determining the schedule for payment Section 409A of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this AgreementCode.

Severance Benefits. If (x) In exchange for your execution of a release and waiver of claims against the Company terminates your employment for any reason other than for Cause (as defined below), death or Disability (as defined below), or (y) you resign from your employment with the Company for Good Reason Released Parties (as defined below) and your compliance with the other terms and conditions of this Agreement, the Company agrees to: (each such event, a a) pay you severance in the aggregate amount of $600,000 (the “Qualified SeparationSeverance Amount”), which will be subject to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Planwithholding taxes, and will be payable in no event will your options be exercisable beyond the original expiration date of such options. In additionequal installments, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policiesregular payroll schedule, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms over a one-year period effective as of the Company’s benefit plans Separation Date (the “Accrued ObligationsSeverance Period”); and (b) pay on your behalf medical insurance premiums necessary to provide the medical benefits coverage (“Health Insurance”) that would otherwise have been provided to you if you remained an employee of the Company during the 12-month period following the first day of the month after the Separation Date (the “Benefit Period”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance All payments described in clause (i) of the preceding paragraph will sentence that would otherwise have been made between the Separation Date through the date of this Agreement shall be paid in a single lump sum made on the first next payroll date that follows to occur after the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) date of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid Agreement in accordance with the Company’s standard regular payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive schedule. Notwithstanding anything to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following contrary herein, in the Release Effective Date. You will not be entitled to any of the benefits described above unless event that you (i) have returned all Company property in materially breach any of your possessionobligations under this Agreement, including (without limitation) copies of documents that belong to the Company and files stored on your computer(swill immediately cease to have any obligations to make (x) that contain information belonging to the Company and any further severance payments under Section 2(a) above or (y) any further medical insurance premium payments under Section 2(b) above or (ii) have satisfied become employed by another entity or individual during the following release requirements Severance Period or the Benefit Period (excluding, for the “Release Requirement”): sign and return a separation agreement and general release avoidance of claims in the form attached hereto as Exhibit Adoubt, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”self-employment), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any notify the Company of the benefits described above, commencement date of such other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments employment and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for will reduce each subsequent installment payment of the severance benefitsSeverance Amount by the gross wages you receive from such other employment, which you shall inform the effective date Company of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Serviceas soon as reasonably practicable, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any after such paymentcommencement date. In addition, if you acknowledge and agree that become eligible for Health Insurance by any means during the payments and benefits described in this agreement (in addition to any other payments and benefits payable to Benefit Period, you by must immediately notify the Company or and the Company shall immediately cease making any affiliate thereof) may be subject payments related to reduction Health Insurance as set forth on Attachment A, which is hereby incorporated into this Agreementhereunder.

Severance Benefits. If (x) the Company terminates your Provided that Employee’s employment for any reason other than does not terminate for Cause (“Cause” to be defined as defined belowin the Offer Letter to Rxxx Xxxxxxx from Mxxx Xxxx dated June 8, 2019) prior to the Termination Date, Employee signs without revoking this Agreement within the time period set forth in Section 9, signs without revoking the Supplemental Release Agreement attached hereto as Exhibit A after (but not before) the Termination Date (and within the time period set forth therein), death or Disability and provided Employee complies with and does not breach this Agreement (as defined below)including, or (y) you resign from your employment with without limitation, the Company for Good Reason (as defined restrictive covenants set forth in Section 4 below) (each such eventcollectively, a the “Qualified SeparationSeverance Benefit Conditions”), subject to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of Option Care will continue to pay Employee his annualized base salary continuation at a rate equal to your Base Salary, at the rate as in effect at on the time Transition Date for a period of your separation date nine months following the Termination Date (and prior to any reduction that would constitute Good Reason hereunderthe “Severance Pay”), paid in accordance with Option Care’s ordinary payroll practices, with the first payment of the Severance Pay to be paid no later than 30 days following the Termination Date and such first payment to include any installments for the Severance Periodperiod between the Termination Date and the date of such first payment, as determined based on Option Care’s ordinary payroll practices; (ii) Option Care will reimburse Employee, on a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target monthly basis, for the year in which your termination occurs (iii) employer portion of monthly COBRA premiums for Employee and, if applicable, Employee’s dependents, provided you that Employee timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation COBRA coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: of (1A) the last day nine-month anniversary of the final full month of the Severance Period; Termination Date, (2B) the date when you become Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; , or (3C) the date you cease to be eligible for COBRA or state law expiration of Employee’s continuation coverage under COBRA; and (iii) Employee’s outstanding equity awards under the Option Care Health, Inc. 2018 Equity Incentive Plan shall vest to the extent they would have vested if Employee had remained continuously employed by Option Care until March 31, 2024. Any equity awards that do not vest pursuant to the preceding sentence shall be forfeited for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (no consideration including, but not limited tofor the avoidance of doubt, the 2010 Patient Protection and Affordable Care Act, as amended restricted stock units held by the 2010 Health Employee that are scheduled to vest in October 2024. Employee agrees to immediately notify Option Care in the event of (ii)(B) above. The benefits described in this Section 2(b) are referred to herein as the “Severance Benefits.” For the avoidance of doubt, the Transition Benefits and Education Reconciliation Act), then Severance Benefits provided for under this Agreement are in lieu of paying such premiums pursuant the benefits payable to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to Employee under the terms of the Company’s benefit plans Option Care Health Executive Severance Plan. Amounts Option Care is paying in consideration for the Agreement will be treated as taxable compensation (the “Accrued Obligations”). Your right to receive your severance amounts shall not be and subject to mitigation or reduced withholding) but are not intended by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued either party to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plantreated, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possessiontreated, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, compensation for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right eligibility or benefits under any benefit plan of Option Care. Option Care will apply standard tax and other applicable withholdings to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right made to receive a series Employee. Employee agrees that the consideration Option Care will provide includes amounts in addition to anything of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct paymentvalue to which Employee already is entitled. Notwithstanding any provision to the contrary in this AgreementOption Care also will pay Employee accrued but unused vacation, if you are deemed by the Company at the time of your “separation from service” (as defined applicable under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), state law and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From ServiceOption Care policy, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into whether Employee signs this Agreement.

Severance Benefits. If (x) the Company terminates your employment for any reason other than for Cause (as defined below), death or Disability (as defined below), or (y) you resign from your employment with the Company for Good Reason (as defined below) (each such event, a “Qualified Separation”), subject to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after Since the termination of your employment with the Company (whether voluntary or involuntary)is deemed to be a Qualifying Termination, subject to earlier termination the following shall apply in accordance with Sections 8 and 10 of the PlanChange in Control Agreement solely in the event that you choose to sign this Agreement in accordance with Section 8(a) of the Change in Control Agreement: • On the first payroll date after the release is signed, and in no event will your options be exercisable beyond providing it is signed within 45 days from the original expiration date of such options. In additionthis letter, the Company shall pay or provide you with you, in a lump sum cash payment, an amount equal to $425,250 (less applicable withholding and employment taxes), which represents the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives sum of 1 times your highest annual base salary rate while an employee of the Company), (ii) any unpaid accrued vacation in accordance with Company plus a pro rated bonus amount calculated by multiplying your annual base salary by the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans maximum bonus potential for 2010 (the “Accrued ObligationsCash Severance Amount”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) ; • As of the COBRA reimbursement provisions set forth above. In additionTermination Date, if a Change the Company will continue, under the terms as may be in Control (as defined below) is consummated effect from time to time, your current health, dental, life insurance, D&O insurance and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued other fringe benefits for you and your family equal to what would have been provided to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable had your employment not been terminated until the date that is eighteen (18) months after month anniversary of the termination Termination Date (the “Continuation Period”); provided that (i) the benefits provided during your taxable year may not affect the benefits provided to you in any other taxable year; (ii) reimbursement of any eligible expenses must be made on or before the last day of your employment with taxable year following the Company (whether voluntary or involuntary)taxable year in which the expense was incurred, subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided the right to such transaction constitutes a change in continued coverage is not subject to liquidation or exchange for another benefit. This Continuation Period shall constitute coverage continuation period required under the ownership or effective control of Consolidated Omnibus Budget Reconciliation Act (“COBRA”); and • On and after the Termination Date, the Company will provide outplacement services to you through one or a change in more outside firms chosen by you up to an aggregate of $10,000, which such services to extend until the ownership earlier of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) the twelve (12) month anniversary of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause Termination Date or (iii) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date on which you secure full time employment. For purposes of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any this separation and release agreement, all of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong this section shall collectively be referred to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (as the “Release RequirementSeverance Benefits”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreement.

Severance Benefits. If (x) In the Company terminates your employment for any reason other than for Cause (as defined below), death or Disability (as defined below), or (y) you resign from your employment with the Company for Good Reason (as defined below) (each such event, event of a “Qualified Separation”), subject to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this SectionEvent, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment severance equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus an amount equal to your base salary for the a 12 month period based on your base salary rate in effect immediately prior year to a Change-in-Control (payable when bonuses are paid to other executives of the Company"Severance Salary"), ; (ii) any unpaid a bonus equal to the greater of (x) the bonus paid to you for the full fiscal year immediately prior to a Change-in-Control and (y) the bonus that you have accrued vacation for the fiscal year in accordance which the Change-in-Control has occurred, with such amount being annualized (the Company’s paid time off policies, "Severance Bonus"); and (iii) unreimbursed expenses (paid pursuant to an amount, grossed up for federal, state and local taxes, in lieu of one year of participation in the Company’s expense reimbursement policy) 's life, long-term disability and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans health insurance plans, as described further below (the “Accrued Obligations”"Severance Benefits"). Your right to receive your severance amounts shall The payments are not be subject to mitigation or reduced any right of set-off. In addition you will be paid for accrued, but unused vacation time up to the Company's maximum permitted accrual of six weeks. Further, all unvested options shall immediately vest and the period to exercise all options held by you shall be the remaining term of each option regardless of any other shorter periods provided for by the Stock Option Plan as a result of the termination of your employment. Following a Severance Event of the type described in (i) of the first paragraph above, that is, a severance without Cause, the Severance Salary shall be paid in even installments on a bi-weekly basis for a period of 12 months from your date of termination. Following a Severance Event of the type described in (ii) of the first paragraph above, that is, a severance based upon a Resignation for Good Reason, the Severance Salary shall be paid in even installments on a bi-weekly basis, over the shorter of the following periods: (a) a period of 12 months ending on or before a date 2 and 1/2 months after the end of your year of termination, or (b) if less than 12 months, a period from your date of termination to 2 and 1/2 months after the end of your year of termination. The Severance Bonus and Severance Benefits amounts you receive from shall be paid in a subsequent employer or otherwise except as provided under clause lump sum within two (2) business days from the date of your termination. Recognizing that such amount is subject to income and other taxes, the Severance Benefits payment shall include an amount equal to the amount of federal, state, and local income taxes that you incur as a result of the Severance Benefits payment or any additional tax gross-up payment on such payment. The Severance Benefits payment shall be equal to the sum of the Health Care Payment, the Life Insurance Payment and the Disability Insurance Payment, all as described below, plus the foregoing tax gross-up. The Health Care Payment is an amount equal to 12 times the monthly premium amount charged by the Company for COBRA reimbursement provisions set forth abovecontinuation coverage under the health care option in which you are enrolled at the time of your Severance Event. In additionTo receive coverage under the Company's health insurance plans, if a Change in Control you must elect to receive COBRA coverage and remit the appropriate payment to the Company as per the policy of the Company. The Company's group term life insurance policy provides you with $500,000 of coverage and, upon termination, offers you the opportunity to convert to Whole Life (subject to acceptance by the insurer). The Life Insurance Payment is an amount equal to 12 times the monthly premium for one of the following, as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then you elect: (i) 100% a Whole Life conversion policy through the Company's group life insurer (subject to acceptance by the insurer); (ii) an existing life insurance policy or policies that you may currently have in place; or (iii) a new term life insurance policy. The Company will pay only that pro-rated portion of the then-unvested portion of any stock option or restricted stock award issued premium that represents coverage equal to you by your coverage under the Company shall vest group life insurance plan as of the Release Effective Datedate of this Amendment, that is, $500,000. The Company's long-term disability insurance plan provides you with coverage of 60% of monthly earnings (but not more than $10,000, which amount may be reduced by deductible sources of income and disability earnings) after a 26 weeks elimination (waiting) period, and the insurer offers you a portable policy after termination. The Disability Insurance Payment is an amount equal to 12 times the monthly premium for one of the following, as you elect: (i) a portable long-term disability policy through the Company's insurer (subject to acceptance by the insurer); (ii) unless an option award provides existing long-term disability insurance policy or policies that you may currently have in place; or (iii) a new personal long-term disability insurance policy obtained through other than the Company's insurance policy. The -2- Company will pay only that pro-rated portion of the premium that represents coverage equal to your coverage under the group long-term disability insurance plan as of the date of this Amendment. The Severance Salary, Severance Bonus and Severance Benefits provided hereunder as a result of a Severance Event described in clause (i) of the first paragraph of this letter, that is, a severance without "Cause", are intended to comply with the exemption from Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), for a more favorable post-termination exercise periodinvoluntary separation arrangements set forth in Proposed Treasury Regulation Section 1.409A-1(b)(9). Accordingly, with respect to severance without "Cause" and notwithstanding any options granted to youother provision hereof, such options (i) no amount shall be exercisable until the date that is eighteen (18) months after the payable to you hereunder in such event unless your termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets separation from service within the meaning of Section 409A of the Code, (ii) the cash severance payments described amount payable to you hereunder in clause such event shall not exceed two times the lesser of (iA) your annual compensation (as defined in Treasury Regulation Section 1.415(d)(2)) for services provided to the Company as an employee for the calendar year preceding the calendar year in which such separation from service occurs, or (B) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the preceding paragraph will Code for such year, and (iii) no payment may be paid made to you hereunder in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) event later than December 31 of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date second calendar year following the closing of calendar year in which such Change in Controlseparation from service occurs. The severance payments described above will be paid in accordance with the Company’s standard payroll proceduresCompany shall indemnify you and hold you harmless, andon an after-tax basis, subject to your satisfaction of the Release Requirement (as defined below)from any taxes, will commence on the first payroll date costs, expenses, penalties, fines, interest or other liabilities that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions result from the application of Code Section 409A and this Agreement will be construed to of the greatest extent possible as consistent Code in connection with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to payments you receive any installment payments under this Agreement (whether severance paymentsAmendment, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if long as you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement have complied with the Company are deemed to be “deferred compensation” for purposes terms of Code Section 409A, then to the extent delayed commencement of any portion of this Amendment. Any such payments is required in order to avoid a prohibited distribution made under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in made on a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreementgrossed-up basis.

Severance Benefits. If (x) In the event of your termination by the Company terminates your employment for any reason other than for without Cause (as defined below), death in the Change in Control Plan as of the Start Date) or Disability (as defined below), or (y) you resign from your employment with the Company for Good Reason (as defined below) (each such event, a “Qualified Separation”), in the Change of Control Plan as of the Start Date but subject to the terms final sentence of this Agreement (including satisfaction of the Release Requirementparagraph) and your continued compliance prior to a Change in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion Control of the Company, is not cured you will be entitled to receive cash severance payments totaling (x) one and one half (1.5) times your annual base salary and Target MIP (the reasonable satisfaction “Severance Benefit”), payable in equal monthly installments, the number of which will be determined so that you receive the Full Severance Benefit no later than two and one half months after the start of the Company within thirty calendar year following the calendar year during which your termination of employment occurs, and (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (iiy) a pro-rata portion (rated MIP, based upon on the achievement of applicable performance targets pursuant to the MIP for the year of your termination, and based on the number of days you were are employed in the applicable year) of your annual bonus target for during the year of the termination of employment, payable when the MIP is otherwise payable by the Company, but in no event later than two and one-half months after the start of the calendar year following the calendar year during which your termination occurs (iii) provided of employment occurs; provided, that you timely elects continued coverage under COBRA, or state continuation coverage (execute a release of claims substantially in the form attached as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise periodExhibit A hereto, with respect such changes as are necessary or appropriate to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary account for changes in law or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such optionsregulation. In addition, during the 18-month period following (i) your termination of employment by the Company other than for “Cause” or (ii) your resignation for “Good Reason” (if you are not otherwise employed during such period and covered under the group medical plan provision to employees of such subsequent employer), the Company agrees, if you so elect, that the Company will continue your (including your dependents) medical benefits under COBRA to the same extent as during your employment, with your COBRA premium paid by the Company. In order to invoke a termination for Good Reason, you must provide written notice to the Company of the existence of one or more of the conditions described in the definition of Good Reason within 60 days following the initial existence of such condition or conditions, and the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives have 30 days following receipt of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans such written notice (the “Accrued ObligationsCure Period”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of during which it may remedy the COBRA reimbursement provisions set forth abovecondition. In additionthe event that the Company fails to remedy the condition constituting Good Reason during the Cure Period, you must terminate employment, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs at all, within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business 30 days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required Cure Period in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, terminate employment for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this AgreementGood Reason.

Severance Benefits. If (x) the Company terminates prior to June 30, 2009, your employment for any reason other than for is terminated without Cause (as defined below), death in the Offer Letter) or Disability you resign for good reason (as defined below), or (y) you resign from your employment with the Company for Good Reason (as defined below) (each such event, a “Qualified Separation”), subject to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncomplianceOffer Letter), then you will be eligible to receive severance pay equal to 12 months of your base salary, notwithstanding any contrary provision in the Company’s Senior Executive Severance Plan. “Base salary” for this purposes will equal $262,000 (your annualized base salary as in effect prior to the modifications described in this letter). You will be able to receive this severance pay regardless whether you find other employment during that time and no amounts of replacement income will be set off. The Company will require any successor to assume its obligations in this letter or will remain obligated after any sale. In addition, you would also be eligible for up to 12 months of outplacement assistance, and the Company shall will pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata regular employer portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects toward continued coverage under COBRAfor you, or state continuation coverage (as applicable), your spouse and dependent children under the Company’s group health health, dental and basic life insurance plans following such terminationfor up to 12 months. After that time, the Company will you must pay the full COBRA, or state entire cost of continuation coverage, premiums coverage if you wish to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law coverage. To receive this continuation coverage for any reasonbenefit, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state must elect continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such optionsdocuments you receive. In addition, the Company shall pay or provide If you with the following: (i) any unpaid accrued bonus are not eligible for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws continuation coverage at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will do not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Causeproperly elect continuation coverage, you will not be eligible to receive any payments in lieu of this subsidized continuation coverage. If you lose eligibility for COBRA or other continuation coverage, as described in the COBRA documents you will receive, the Company will stop paying its portion of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations)premiums for your continuation coverage. It is intended that all of the payments and benefits payable under this Agreement satisfy, Due to the greatest extent possiblereduction in your base salary, the exemptions from the application of Code Section 409A and this Agreement will be construed a resignation by you prior to the greatest extent possible as consistent with those provisionsJune 30, and to the extent no so exempt2009, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated would generally qualify as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” good reason termination (as defined under Treasury Regulation Section 1.409A-1(hin the Offer Letter). Please note, however, that to satisfy the requirements of the Senior Executive Severance Plan and Internal Revenue Code section 409A, you must provide Capella with a 30-day notice of your intent to terminate for good reason, so if you wish to exercise such right, notice should be given to Capella not later than May 31, 2009. If you provide such notice between May 27, 2009 and May 29, 2009 (last business day preceding May 31, 2009), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall agrees that it will not be provided to you terminate your employment prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the CompanyJune 30, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreement2009.

Severance Benefits. If at any time your employment is terminated by the Company without Cause or by you for Good Reason, then subject to your execution and non-revocation of a general release of claims provided by the Company and such release becoming effective not later than 60 days after such termination, and your continued compliance with any confidentiality covenants to which you are subject, the Company will: (x1) pay you an amount (the “Severance”) equal to the product of two, multiplied by the sum of the Base Salary plus the Target Bonus (in each case as in effect as of the date of such termination); (2) provide you with continued coverage under the Company’s medical and dental plans for you and your dependents for 24 months following such termination with the Company paying the entire premium for such coverage (the “Benefits Continuation”); and (3) accelerate the vesting of any then unvested portion of the service-vesting Sign-On Equity Award. The Severance will be paid to you in equal monthly installments over the 24-month period following such termination; provided that the first payment shall be made on the Company’s first regular payroll date that is more than 60 days after such termination, and any installments that otherwise would have been paid during such 60-day period will be paid on such first payroll date. Notwithstanding the foregoing: (A) your entitlement to the Benefits Continuation will also be subject to your timely election to receive continued coverage for such benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 or analogous applicable state law; (B) the Company’s obligation to pay for the Benefits Continuation will cease upon your becoming eligible for such coverage from a subsequent employer, and you will promptly notify the Company terminates on your employment becoming eligible for any reason other such coverage; (C) in the event that you elect coverage under a plan provided by the Company that has a higher premium than for Cause (the plan in which you participate as defined below), death or Disability (as defined below), or (y) you resign from of the date on which your employment with the Company for Good Reason (as defined below) (each such eventterminates, a “Qualified Separation”), subject to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion amount of the Company, is ’s contribution to your premium payments will not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice increase from the Company amount of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options contributions as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Planterminated, and in no event you will your options be exercisable beyond the original expiration date responsible for payment of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) additional premium amount; and (ivD) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of reasonably determines that the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall Benefits Continuation cannot be provided to you prior for the full 24-month period and/or without your paying all or a portion of the premium for such coverage, in each case without subjecting the Company to adverse tax consequences or increased health insurance premiums, then the coverage period will be reduced and/or you will be required to pay the premium for such coverage, in each case to the earliest extent that the Company reasonably determines is required to ensure that the Company is not subject to such adverse tax consequences or increased premiums; provided that, for any month during such 24-month period that you are not provided with such coverage or for which you are required to pay any portion of the premium for such coverage, the Company will provide you with a cash payment in an amount equal to, as applicable, (i) the expiration of full premium for such coverage for such month, if you are not provided with, or are required to pay the six-entire premium for, such coverage for such month and one day period measured from the date of your Separation from Service with the Company, or (ii) the date portion of your death or (iii) the premium for such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of coverage that you are required to pay for such applicable Code Section 409A(a)(2)(B)(i) periodmonth, all payments deferred pursuant to this Section shall be paid but in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If each case only if the Company reasonably determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for providing such payment of the severance benefits, the effective date of the Release will would not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by subject the Company to adverse tax consequences or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreementincreased health insurance premiums.

Severance Benefits. If (x) In the event that the Company terminates your employment for any reason other than for Cause (as defined below)without Cause, death or Disability (as defined below)and if you first sign, or (y) you resign from your employment with date, and deliver to the Company for Good Reason (as defined below) (each such event, a “Qualified Separation”), subject to the terms separation agreement that includes a general release of this Agreement (including satisfaction of the Release Requirement) all known and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable unknown claims in the reasonable discretion of form provided to you by the Company, is not cured and you allow this separation agreement to become effective, then you will receive, as your sole severance benefits (collectively, the reasonable satisfaction “Severance Benefits”): (a) severance pay equal to twelve (12) months of your base salary in effect as of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance)termination date, then the Company shall pay or provide you with the following benefits: (i) severance payments less required deductions and withholdings, paid in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under on the Company’s standard payroll dates (beginning with the first payroll date following the effective date of the required separation agreement); (b) provided that you timely elect continued group health plans following such terminationinsurance coverage through federal COBRA law, the Company will pay the full COBRA, or state continuation coverage, your COBRA premiums sufficient to continue your (and your covered dependents, as applicable) group health insurance coverage at the same level in effect on the as of your termination date for twelve (12) months after your termination or until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent group health insurance coverage in connection with through a new employer, whichever occurs first; and (c) accelerated vesting of any unvested shares subject to the Option (and any other subsequently provided option grants) such that all shares will be fully vested and immediately exercisable effective as of the employment or self-employment; or (3) termination date. For the date you cease to be eligible purposes of this Agreement, “Cause” for COBRA or state law continuation coverage termination shall mean the Company’s termination of your employment for any reasonof the following reasons: (a) you are convicted of any felony or of any crime involving moral turpitude (including a no contest or guilty plea); (b) you participate in any fraud or act of dishonesty against the Company; (c) you willfully breach your duties to the Company, including plan terminationinsubordination, misconduct, excessive absenteeism, or persistent unsatisfactory performance of job duties; provided that if at (d) you intentionally damage or willfully misappropriate any time property of the Company; (e) you materially breach any written agreement with the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, your Proprietary Information Agreement); or (f) you engage in conduct that demonstrates unfitness to serve as amended reasonably determined by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective DateBoard. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause termination for Cause falling within (ic) and (f) of the preceding paragraph, and upon the occurrence of such Change in Controlforegoing Cause definition, the remainder of the cash severance payment shall be payable in a lump-sum in accordance Board must provide you with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date written notice of your Qualified Separation. The pro-rata portion unsatisfactory conduct and a period of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you thirty (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (6030) days following the date of your Qualified Separation or to cure such earlier date conduct, except that such written notice and opportunity to cure are not required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates conduct is not capable of being cured. In the event that your employment is terminated for CauseCause or your employment terminates at your request for any reason, you will not be eligible Cerus shall have no obligation to receive pay any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this AgreementSeverance Benefits.

Severance Benefits. The following constitutes “Severance Benefits”: If (x) the Company terminates your employment for any reason other than for Cause (as defined below), death or Disability (as defined below), or (y) you resign from your employment with the Company is terminated without Cause (as hereinafter defined) by the Company (which shall include a non-renewal of the Term by the Company) or for Good Reason (as defined below) by you (each any such event, a “Qualified SeparationQualifying Termination”), subject to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if either case at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if than during a Change in Control Protected Period (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on and subject to your compliance with the first payroll date that follows the Release Effective Date, Protective Covenants (below) and once they commence will be retroactive to the date your execution without revocation of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in against the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination Company (the a “Release”) and such Release becomes effective and irrevocable no later than within sixty (60) days following the date of such termination, you will be entitled to: (i) a lump sum payment equal to the product of (x) one (1) and (y) the sum of your Qualified Separation or such earlier date required by then current Base Salary, Target Bonus and if your termination occurs prior to January 1, 2020, your Transition Bonus; (ii) a prorated portion of your Target Bonus for the release year in which your employment is terminated (the “Release DeadlineProrated Bonus”); and (iii) a lump sum payment equal to the product of (x) twelve (12) and (y) the amount equal to the monthly premium for health, prescription drug, dental and permit vision coverage as in effect on the Release to become effective and irrevocable in accordance with its terms (such effective date of termination under the ReleaseCompany’s plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, less the portion of the monthly premium cost of such coverage payable by an active employee as of the date of termination (the “Release Effective DateMonthly COBRA Premium”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations ; (but not including the payment under clause (iiv) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exemptnot yet paid, this Agreement the Transition Bonus, and (v) to the extent not otherwise provided for under the Plan or any successor thereto, as applicable, or any award agreement granted thereunder, (x) immediate vesting in any then outstanding Transition Awards and (y) for any definitions hereunderthen outstanding annual equity awards granted under the Plan or any successor thereto, (I) will be construed with respect to any then outstanding time-vesting award, (A) if such award vests in annual (or shorter) installments, immediate vesting in that portion of the award that would have otherwise vested within 365 days following the date of any such separation from service and (B) if such award provides for vesting not described in clause (A), immediate vesting in a manner pro-rated portion of the award, based on the period of time that complies has elapsed during the vesting period, and (II) with Section 409A. If respect to any then outstanding performance based award, vesting shall be based on achievement of actual performance as of the parties agree date of such separation from service compared against the relevant performance metrics (with such performance metrics prorated based on the period of time that has elapsed during the performance period) and prorated based on the period of time that has elapsed during the performance period. The amounts set forth in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A preceding clauses (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)i), your right to receive any installment payments under this Agreement (whether severance paymentsii), reimbursements or otherwise(iii) and (iv) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided paid to you prior to the earliest of within sixty (i60) the expiration of the six-month and one day period measured from the date of days following your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effectiveQualifying Termination. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunderforegoing, if the applicable Qualifying Termination occurs on or after the end of a given year but before the date that annual bonuses that may be payable in respect of such year are to be paid, then you will receive, at such time period for you (if any) as such annual bonuses are otherwise paid to execute (and not revoke) the applicable Release spans two calendar years, payment remaining senior executives of the applicable severance benefits shall not commence until Company, the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to annual bonus you would have received (if any) if you had remained employed through such date (any such payment. In additionbonus, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreement“Prior Year Bonus”).

Severance Benefits. If (x) the Company terminates your employment for any reason other than for Cause (as defined below), death or Disability (as defined below), or (y) you resign from your employment with the Company Employer is terminated by the Employer without Cause or you resign for Good Reason (as defined below) (each such event, collectively a “Qualified SeparationProtected Termination”), subject you will also become eligible to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefitsreceive: (i) severance payments in the form of salary continuation at a rate an aggregate amount equal to twelve (12) months of your Base SalarySalary (collectively, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder“Severance Pay”), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result paid in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination installments in accordance with the Plan, Employer’s regular payroll cycle and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum commencing on the first payroll date that follows following the Release Effective Date60th day following your date of termination; (ii) vesting and exercisability of certain stock options pursuant to Section 4.1(c) below; (iii) if you or any of your eligible dependents elect continued coverage under the medical plan or plans (including any dental, vision, prescription drug, or similar plan) offered to employees of the Employer pursuant to COBRA or any other applicable state law, then, the Employer shall pay your COBRA premiums for a twelve (12)-month period (the “Severance COBRA Period”) for the comparable level of coverage as you and your eligible dependents were receiving as of your termination date (collectively, “COBRA Benefits”), in each case subject to Required Withholding and to Sections 4.2, 4.4, 13 and 14. To the extent applicable and to the extent permitted by law, any COBRA Benefits provided to you and/or your dependents shall be considered part of, and not in addition to, any coverage required under COBRA. Notwithstanding the foregoing, if such termination occurs during the Change Employer’s obligation to provide COBRA Benefits would result in Control Period, but prior the imposition of excise taxes on the Employer or its Affiliates for failure to a Change in Control, cash severance shall commence to be paid in installments in accordance comply with clause (i) the nondiscrimination requirements of the preceding paragraphPatient Protection and Affordable Care Act of 2010, as amended, and upon the occurrence Health Care and Education Reconciliation Act of such Change in Control2010, as amended (to the extent applicable), the Employer shall discontinue the COBRA Benefits, shall instead pay to you a payment equal to the employer portion of premium costs of health benefits provided to you and your dependents for the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in ControlSeverance COBRA Period. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will Severance Pay does not be entitled entitle you to any of other ongoing benefits from the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company Employer and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any an employee of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended Employer for any purpose during any period that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreementreceiving Severance Pay.

Severance Benefits. (a) If the Executive’s employment terminates by reason of an Involuntary Termination or Constructive Termination (xin either case, other than a Change of Control Termination), (i) the Company terminates your employment for any reason other than for Cause (as defined below), death or Disability (as defined below), or (y) you resign from your employment with will pay the Company for Good Reason (as defined below) (each such event, a “Qualified Separation”), subject to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate Executive an amount equal to your Base Salary[twelve (12)] months of his or her base salary, at the rate in effect at as of the time of your separation date Termination Date (and prior to any reduction that would constitute Good Reason hereunder[the “Initial Salary Payment”), plus an amount equal to a maximum of six (6) months of his or her base salary for any period beginning as of the Severance Period; first anniversary of the Termination Date during which the Executive has not secured new, reasonably similar full-time employment (the “Additional Salary Payment”, and together with the Initial Salary Payment,] the “Salary Payment”)[, provided that the Executive seeks to obtain such new employment and keep the Company informed thereof, consistent with the terms of the Separation Agreement (as such term is defined in Section 4 below)], (ii) a pro-rata portion (based upon if the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under prior to the Company’s group health plans following such terminationpayment of an annual cash incentive award from the prior completed year, the Company will pay the Executive such unpaid award to the extent the Executive would have received such award should he or she have been employed on the date such awards are paid to the rest of the Company (the “Prior Year Bonus Payment”), (iii) the Company will pay the Executive a pro rata amount of the Executive’s annual cash incentive award target for the current year (pro-rated based on the percentage of the year worked prior to the termination) (the “Current Year Bonus Payment”), (iv) the Company will pay the Executive an additional amount equal to the Executive’s full COBRAannual cash incentive award target for the current year (the “Additional Bonus Payment”) (collectively, or state continuation coveragethe Prior Year Bonus Payment, premiums if any, the Current Year Bonus Payment, and the Additional Bonus Payment are referred to continue your as the “Aggregate Bonus Payment”), (and your covered dependentsv) provided that the Executive timely elects continued medical coverage pursuant to Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Sectionamended, the Company shall pay you on will permit the last day Executive to continue to participate in its group medical plan for [twelve (12)] months following the Termination Date[, plus any additional period during which the Executive is not eligible to participate in a group medical plan of each remaining month of another employer other than the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholdingCompany’s group medical plan, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect up to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after following the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives first anniversary of the Company)Termination Date], (ii) any unpaid accrued vacation in accordance with at the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant same rate that the Executive would be required to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans contribute toward such coverage if he or she were actively employed (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release DeadlineCoverage”), and permit (vi) the Release to become effective Executive will be eligible for outplacement assistance, consistent with industry standards for similarly situated executive officers in the pharmaceutical industry, as determined by the Compensation Committee in its discretion (the “Outplacement Assistance”, collectively with the Salary Payment, the Aggregate Bonus Payment, and irrevocable in accordance with its terms (such effective date of the ReleaseCOBRA Coverage, the “Release Effective DateCash Severance Benefits”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreement.

Severance Benefits. If Provided that the Severance Release becomes effective and irrevocable by the Severance Release Deadline Date and subject to Section 10, any Severance Benefits will be paid, or in the case of installments, will commence, on the sixtieth (60th) day following Executive’s Involuntary Termination (the “Payment Date”), and any Severance Benefits otherwise payable to Executive during the period immediately following Executive’s Involuntary Termination through the Payment Date will be paid in a lump sum to Executive on the Payment Date, with any remaining payments to be made as provided in the Agreement; provided, however, that any Severance Benefits consisting of the acceleration of stock options or restricted stock awards will be effective immediately upon the effectiveness and irrevocability of the Severance Release. Further, and notwithstanding the foregoing, if Executive’s Involuntary Termination occurs before a Change in Control and additional Severance Benefits become payable as a result of the Change in Control occurring within three (3) months following such Involuntary Termination, then the additional Severance Benefits (other than the installment payments of Monthly Base Salary), will be paid on the later of (a) the first regularly scheduled payroll date of the Company following the Severance Release Deadline, or (b) the date of the Change in Control, in each case subject to any delay required by Section 10, with the exception that any such additional Severance Benefits consisting of the acceleration of stock options and restricted stock awards will be effective upon the later of (i) the effectiveness and irrevocability of the Severance Release and (ii) immediately prior to the Change in Control but contingent upon the completion of the Change in Control. Notwithstanding the foregoing, any Equity Awards that are restricted stock units, performance shares, performance units, and/or similar full value awards (other than restricted stock) (the “Full Value Awards”) that accelerate vesting under Section 4 of this Agreement will be settled, subject to any delay required by Section 10 below (or the terms of the Full Value Award agreement or other Company plan, policy, or arrangement governing the settlement timing of the Full Value Award to the extent such terms specifically require any different payment timing in order to comply with or be exempt from the requirements of Section 409A, as applicable), (x) on the Company terminates your employment for any reason other than for Cause (as defined below), death or Disability (as defined below)Payment Date, or (y) you resign from your employment with the Company for Good Reason (as defined below) (each such eventif later, a “Qualified Separation”), subject to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion event of an Involuntary Termination that occurs during the Company, is not cured to the reasonable satisfaction period of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or three (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) on the date of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreement.

Severance Benefits. If Severance benefits for Section 16 officers are determined under the HP Severance Plan for Executive Officers (x“SPEO”). In your case, while this Agreement remains in effect, a 2.0 multiplier (instead of a 1.5 multiplier) shall apply to determine the amount of your cash severance benefit under the SPEO. The other terms of the SPEO will continue to apply with respect to a determination of whether you are entitled to these benefits, except that a “qualifying termination” shall also include your resignation following (a) the Company terminates relocation of your employment for any reason other principal place of business more than for Cause (as defined below), death or Disability (as defined below)50 miles from its current location, or (yb) a material adverse change in your authority, duties or responsibilities, or a material reduction in your compensation, without your prior written consent, but only if you resign from have provided HP with notice of the material change within 60 days after the date of such change, and HP has failed to cure the change within 30 days thereafter. A material adverse change in your employment with the Company for Good Reason (as defined below) (each such eventauthority, a “Qualified Separation”)duties or responsibilities includes, subject without limitation, your ceasing to be General Counsel of, or no longer reporting directly to the terms of this Agreement (including satisfaction chief executive officer of, the top-tier parent company of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (controlled group of corporations of which noncompliance, if curable in the reasonable discretion of the Company, HP is not cured a part. In addition to the reasonable satisfaction of cash severance benefit payable under the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance)SPEO, then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) will receive a pro-rata portion bonus under the annual Pay-for-Results Plan (based upon or any successor) with respect to the number of days you were employed in the applicable year) of your annual bonus target for the fiscal year in which your termination occurs (iii) provided you timely elects continued coverage under COBRAoccurs, or state continuation coverage (as applicable), under the Company’s group health plans following such based on your actual period of service through your date of termination, and actual performance on applicable metrics, payable following the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day end of the final full month fiscal year during which your termination occurs and no later than March 15th of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such optionsfollowing calendar year. In addition, the Company shall pay or provide you with following treatment will apply to your outstanding equity awards in the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives event of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with entitling you to benefits under the Company (whether voluntary or involuntary)SPEO, subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required modified by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If such treatment to apply at such time as the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if release you are deemed by required to sign under the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually SPEO becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreement.):

Severance Benefits. (a) If the Executive’s employment terminates by reason of an Involuntary Termination or Constructive Termination (xin either case, other than a Change of Control Termination), (i) the Company terminates your employment for any reason other than for Cause (as defined below), death or Disability (as defined below), or (y) you resign from your employment with will pay the Company for Good Reason (as defined below) (each such event, a “Qualified Separation”), subject to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate Executive an amount equal to your Base Salary[twelve (12)]3 months of his or her base salary, at the rate in effect at as of the time of your separation date Termination Date (and prior to any reduction that would constitute Good Reason hereunder[the “Initial Salary Payment”), plus an amount equal to a maximum of six (6) months of his or her base salary for any period beginning as of the Severance Period; first anniversary of the Termination Date during which the Executive has not secured new, reasonably similar full-time employment (the “Additional Salary Payment”, and together with the Initial Salary Payment,]4 the “Salary Payment”)[, provided that the Executive seeks to obtain such new employment and keep the Company informed thereof, consistent with the terms of the Separation Agreement (as such term is defined in Section 4 below)]5, (ii) a pro-rata portion (based upon if the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under prior to the Company’s group health plans following such terminationpayment of an annual cash incentive award from the prior completed year, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying Executive such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option unpaid award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise the Executive would have received such options as of award should he or she have been employed on the date such awards are paid to the rest of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntarythe “Prior Year Bonus Payment”), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses the Company will pay the Executive a pro rata amount of the Executive’s annual cash incentive award target for the current year (paid pursuant pro-rated based on the percentage of the year worked prior to the Company’s expense reimbursement policytermination) and (the “Current Year Bonus Payment”), (iv) all accrued vested benefits provided pursuant the Company will pay the Executive an additional amount equal to the terms of Executive’s full annual cash incentive award target for the Company’s benefit plans current year6 (the “Accrued ObligationsAdditional Bonus Payment”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause ) (2) of collectively, the COBRA reimbursement provisions set forth above. In additionPrior Year Bonus Payment, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within any, the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the PlanCurrent Year Bonus Payment, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior Additional Bonus Payment are referred to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release DeadlineAggregate Bonus Payment”), and (v) provided that the Executive timely elects continued medical coverage pursuant to Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended, the Company will permit the Release Executive to become effective and irrevocable continue to participate in accordance with its terms group medical plan for [twelve (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day 12)]7 months following the expiration of such applicable Code Section 409A(a)(2)(B)(i) periodTermination Date[ (the 1 Insert amendment and restatement date or effective date, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreementapplicable.

Severance Benefits. If at any time during your employment (xexcept during the 18 month period following the consummation of a Corporate Transaction (as defined herein)): (i) the The Company or any successor terminates your employment for any reason other than for without Cause (as defined below), death or Disability (as defined belowherein), or (y) if you resign from your employment with the Company for Good Reason (as defined belowherein); and (ii) (each such in either event, a “Qualified Separation”)you first sign, subject date, and deliver to the terms Company a general release of this Agreement (including satisfaction of the Release Requirement) all known and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments unknown claims in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest Company, and allow this release to become effective; then you will receive, as your sole severance benefits: • Severance pay equal to three (3) months of your base salary in effect as of the Release Effective Datetermination date, (ii) unless an option award provides for a more favorable post-termination exercise periodless required deductions and withholdings, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single one lump sum on the first payroll date following the effective date of the required release; and • Provided that follows you timely elect continued group health insurance coverage through COBRA, the Release Effective DateCompany will pay your COBRA premiums sufficient to continue your group health insurance coverage at the same level in effect as of your termination date for three (3) months after your termination or until you become eligible for group health insurance coverage through a new employer, whichever occurs first. Notwithstanding • Accelerated vesting of any stock options that were granted to you by GRIC on September 29, 2005 (as converted pursuant to the foregoing, if such termination occurs during Merger) and that are unvested as of the Change in Control Period, but prior to date of termination. If within 18 months after the consummation of a Change in Control, cash severance shall commence to be paid in installments in accordance with clause Corporate Transaction (as defined herein): (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to Company or any successor terminates your satisfaction of the Release Requirement employment without Cause (as defined belowherein), or if you resign for Good Reason (as defined herein); and (ii) in either event, you first sign, date, and deliver to the Company a general release of all known and unknown claims in the form provided to you by the Company, and allow this release to become effective, then you will commence receive, in lieu of the severance benefits set forth above and as your sole severance benefits: • Severance pay equal to six (6) months of your base salary in effect as of the termination date, less required deductions and withholdings, paid in one lump sum on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release required release; • Provided that you timely elect continued group health insurance coverage through COBRA, the Company will not be deemed pay your COBRA premiums sufficient to have occurred continue your group health insurance coverage at the same level in effect as of your termination date for six (6) months after your termination or until you become eligible for group health insurance coverage through a new employer, whichever occurs first; and • Accelerated vesting of any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment Company stock options that are unvested as of the applicable severance benefits shall not commence until the beginning date of the second calendar yeartermination. The Company makes no representation that compensation paid pursuant to the terms For purposes of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this offer letter agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreement.only:

Severance Benefits. (a) Termination without Cause or Resignation for Good Reason Not in Connection with a Change in Control. If (x) the Company terminates your employment for any reason without Cause (other than for Cause (as defined below), a result of your death or Disability (as defined below), disability) or (y) you resign from your employment with the Company for Good Reason (either a termination referred to as defined below) (each such event, a “Qualified Separation”), subject to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release DeadlineQualifying Termination”), and permit the Release to become effective and irrevocable in accordance with its terms (provided such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions Qualifying Termination constitutes a Separation from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” Service (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), then subject to Sections 11 (“Conditions to Receipt of Severance Benefits”) and if any 12 (“Return of the payments upon Separation from Service set forth herein and/or under any other agreement Company Property”) below and your continued compliance with the terms of this Agreement (including without limitation the Confidentiality Agreement), in addition to your Accrued Obligations, the Company are deemed to be will provide you with the following severance benefits (the “deferred compensation” for purposes Severance Benefits”): i. Cash Severance. The Company will pay you, as cash severance, nine (9) months of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required your base salary in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date effect as of your Separation from Service with date (such nine (9) month period the Company“Salary Continuation Period”), less standard payroll deductions and tax withholdings (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation“Severance”). Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall The Severance will be paid in a lump sum to youinstallments in the form of continuation of your base salary payments, paid on the Company’s ordinary payroll dates, commencing on the Company’s first regular payroll date that is more than sixty (60) days following your Separation from Service date, and any remaining payments due shall be paid as otherwise provided herein or in for any accrued base salary for the applicable agreement. No interest shall be due on any amounts so deferred. If sixty (60)-day period plus the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than period from the sixtieth (60th) date following day until the regular payroll date, if applicable, and all salary continuation payments thereafter, if any, shall be made on the Company’s regular payroll dates. ii. Bonus Severance Payment.The Company will pay you a lump sum cash amount equivalent to your target Annual Bonus for the year in which the Separation From Servicefrom Service Date occurs, regardless of when prorated based on the Release actually becomes effectiveSalary Continuation Period (the “Bonus Severance Payment”). In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunderHowever, if the applicable time period for you to execute (Qualifying Termination occurs between January 1 and not revoke) the applicable Release spans two calendar years, payment date of the applicable severance benefits shall not commence until Annual Bonus that you would have otherwise earned for performance in the beginning of calendar year preceding the second Qualifying Termination, then and only then will you be paid the full Annual Bonus that you otherwise would have earned for performance in such preceding calendar year. The Company makes no representation Your Base Salary as in effect on the Separation from Service Date, ignoring any decrease that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreement.forms the

Severance Benefits. If (x) the Company terminates your employment for any reason other than for Cause (as defined below), death or Disability (as defined below), or (y) you resign from your employment with the Company for Good Reason (as defined below) (each such event, a “Qualified Separation”), subject to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure Confidentiality and Non-Compete Agreement Invention Assignment Agreement, and provided such Qualified Separation constitutes a “separation from service” (which noncomplianceas defined under Treasury Regulation Section 1.409A-1(h), if curable in the reasonable discretion of the Companywithout regard to any alternative definition thereunder, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice a “Separation from the Company of such noncomplianceService”), then the Company shall pay or provide you with will be entitled to the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salarybase salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder)date, for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs plus any earned but unpaid bonus amounts from prior periods; and (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay to you an amount equal to the full COBRA, or state continuation coverage, premiums to continue your (monthly premium under COBRA for you and your covered dependents, as applicable) health insurance coverage in effect on the termination date eligible dependents until the earliest of: of (1x) the last day end of the final full month of the Severance Period; , (2y) the expiration of your continuation coverage under COBRA or (z) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or . Notwithstanding the foregoing, if the Company’s making payments under clause (3iii) of the date you cease preceding sentence would violate the nondiscrimination rules applicable to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time non-grandfathered plans under the Company determines that its payment of COBRAAffordable Care Act (the “ACA”), or state continuation coverage, premiums on your behalf would result in a violation the imposition of applicable law (including, but not limited to, penalties under the 2010 Patient Protection ACA and Affordable Care Act, as amended by the 2010 Health Care related regulations and Education Reconciliation Actguidance promulgated thereunder), then in lieu of paying such premiums pursuant to this Section, the Company shall will continue to pay to you each month during the Severance Period a taxable payment in an amount that the Company was paying on the last day behalf of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; you and (iv) unless an option award provides for a more favorable post-termination exercise period, your eligible dependents with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) health insurance plans in which you and (iv) all accrued vested benefits provided your eligible dependents were participants as of the day of your Separation From Service. The payment, if any, pursuant to the terms of preceding sentence will be made within 60 days after your Separation From Service; however, if such 60-day period spans two calendar years, then the Company’s benefit plans (payment will be made in the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth abovesecond calendar year. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreement.your

Severance Benefits. If Executive will be entitled to (A) a lump-sum payment of severance pay equal to the greater of (I) the product of (x) the Company terminates your employment for any reason other than for Cause (Executive’s Base Salary, as defined below)then in effect, death or Disability (as defined below), or and (y) you resign from your employment with a fraction, the Company for Good Reason (as defined below) (each such event, a “Qualified Separation”), subject to the terms numerator of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed remaining in the Employment Term after the effective date of termination and the denominator of which is 365 (less applicable yearwithholdings) and (II) twelve (12) months of your annual bonus target Executive’s Base Salary, as then in effect (less applicable withholdings); and (B) provided that Executive timely elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for Executive and Executive’s eligible dependents, reimbursement from the Company for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation COBRA premiums for such coverage (at the coverage levels in effect immediately prior to her termination) for up to Twenty Four (24) months following the termination date, as applicable)long as Executive remains eligible for COBRA; provided, under however, that if the Company’s group health plans following such terminationCompany determines that reimbursed COBRA premiums would be deemed to be discriminatory or to otherwise violate the then-applicable provisions of the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010, and the guidance and regulations issued thereunder, the Company will in lieu thereof provide to Executive a taxable monthly payment, payable on the last day of a given month, in an amount equal to the monthly COBRA premium that Executive would be required to pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) Executive’s group health insurance coverage in effect on the termination of employment date until (which amount will be based on the earliest of: (1) premium for the last day of the final full first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the Severance Period; month following Executive’s termination of employment and will end on the earlier of (2x) the date when you become eligible for substantially equivalent health insurance coverage in connection with new upon which Executive obtains other employment or self-employment; or (3y) the date you cease the Company has paid an amount equal to twenty four (24) such monthly payments. For the avoidance of doubt, the taxable payments in lieu of COBRA reimbursements may be eligible for COBRA or state law continuation coverage used for any reasonpurpose, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such monthunder COBRA, and will be subject to all applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreement.

Severance Benefits. If (x) In the Company terminates your event of the termination of Executive’s employment without Cause or Executive’s resignation for any reason other than for Cause (as defined below)Good Reason, death or Disability (as defined below), or (y) you resign and in each case such termination results in a “separation from your employment service” with the Company for Good Reason (as defined belowwithin the meaning of Treasury Regulations Section 1.409A-1(h) (each such eventwithout regard to any permissible alternative definition thereunder) (an “Involuntary Termination”) within twelve (12) months immediately following the effective date of a Change in Control, a “Qualified Separation”), subject to the terms of this Agreement (including satisfaction in lieu of the Release Requirement) Severance Benefits provided in Sections 5.2 and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance5.4 herein, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with Executive will receive the following benefits: benefits (the “Change in Control Benefits”): (i) a lump sum cash severance payments in the form of salary continuation at a rate payment equal to your Base Salarysix (6) months of Executive’s then current annual base salary, at the rate in effect at the time of your separation date (less applicable withholdings and prior to any reduction that would constitute Good Reason hereunder), for the Severance Perioddeductions; (ii) a prolump sum cash severance payment equal to one-rata portion half (based upon the number of days you were employed in the 1/2) times Executive’s annual target bonus potential, less applicable year) of your annual bonus target for the year in which your termination occurs withholdings and deductions; (iii) provided you if Executive timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s -provided group health plans following such terminationinsurance coverage pursuant to federal COBRA law, the Company will pay the full COBRA, or state continuation coverage, Executive’s COBRA premiums sufficient to continue your (and your covered dependents, as applicable) maintain her group health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination the Involuntary Termination for twelve (12) months following the Involuntary Termination, provided that the Company’s obligation to continue to pay Executive’s COBRA premiums hereunder will cease immediately upon Executive’s eligibility for equivalent group health insurance coverage through a new employer; (iv) Executive will have the ability to exercise any vested stock options (including the Option) granted to Executive by the Company until thirty-six (36) months following the date of continuous servicethe Involuntary Termination or the expiration of the term of any such option, whichever occurs earlier; and (v) the vesting of all of Executive’s outstanding equity awards (including the Option) shall be exercisable until the date accelerated so that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination they vest in accordance with the Plan, full and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by repurchase any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In additionearlier exercised shares, if applicable, shall lapse. As a Change in Control (as defined below) is consummated and a Qualified Separation occurs within condition precedent to Executive’s receipt of the Change in Control PeriodBenefits, then (i) 100% of the then-unvested portion of any stock option Executive must properly execute, and not revoke or restricted stock award issued attempt to you by the Company shall vest as of revoke, the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid Section 6 within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by her termination of employment. Notwithstanding the release (the “Release Deadline”)foregoing, and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for CauseCompany, you will in its sole and absolute discretion, determines that it cannot be eligible to receive any provide the foregoing subsidy of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A COBRA premiums without potentially violating applicable law (including, without limitation, for purposes Section 2716 of Treasury Regulation Section 1.409A-2(b)(2)(iii)the Public Health Service Act), your right then the Company shall instead provide to receive any installment payments under this Agreement (whether severance paymentsExecutive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive otherwise would be required to pay to continue group health coverage, reimbursements or otherwise) which payment shall be treated as a right to receive a series made regardless of separate payments and, accordingly, each installment payment hereunder whether Executive elects COBRA continuation coverage and shall at all times be considered a separate and distinct payment. Notwithstanding any provision to end on the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any earlier of the payments date upon Separation from Service set forth herein and/or under any which Executive obtains other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) employment and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration last day of the six-twelfth (12th) calendar month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreementtermination.

Severance Benefits. If you meet the conditions set forth in Section 3(b)(i), you shall be entitled to receive: (x) 1)Continuation of your then-current base salary, less required deductions and withholdings, for a period of one year after your employment termination date, payable on the Company's regular payroll dates; (2)Provided that the Company terminates your employment for any reason other than for Cause (as defined below), death or Disability (as defined below), or (y) you resign from your employment with the Company for Good Reason (as defined below) (each such event, a “Qualified Separation”), subject determines to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target bonuses for the year in which your employment termination occurs occurs, you shall receive a pro-rata portion of your target bonus for that year, less required deductions and withholdings, based upon the actual number of days you serve as CEO under this Agreement during that year; (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the 3)The Company will pay the full your COBRA health insurance premiums sufficient to maintain your then-current coverage for a period of one year following termination of employment, provided that you timely elect COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage during such time period, and do not become eligible for any reason, including plan termination; provided that if at any time health insurance benefits through another employer. You agree to promptly notify the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (including, but not limited to, writing if you become eligible for health insurance benefits through another employer during the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that time you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Datereceiving Severance Benefits. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) determines, in its sole discretion, that contain information belonging to it cannot provide the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign foregoing COBRA subsidy without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A potentially violating applicable law (including, without limitation, for purposes Section 2716 of Treasury Regulation Section 1.409A-2(b)(2)(iii)the Public Health Service Act), your right the Company shall instead provide you with a taxable monthly payment equal to receive any installment payments under this Agreement (whether severance paymentsthe monthly COBRA subsidy, reimbursements or otherwise) which shall be treated as paid regardless of whether you elect COBRA coverage, shall commence in the month following the month in which you incur a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation Separation from service” Service (as defined under Treasury Regulation in Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”4(c) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), below) and if any shall end on the earlier of the payments upon Separation from Service set forth herein and/or under any date you obtain other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) employment and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date year anniversary of your Separation from Service with Service; and (4)The Company will accelerate the Companyvesting of the Base Equity Option and the Base Equity RSUs such that, (ii) as of your last date of employment, you will be deemed vested in any such equity which would have vested during the one year period after the termination date of your death or employment. (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreement.c)

Severance Benefits. If (x) the Company terminates your employment for any reason other than for Cause is terminated by Apollo (or Apollo Marketing) with Cause, or by you without Good Reason, then you will receive your salary and benefits (including accrued, but unused vacation time) earned up to the effective date of your termination and nothing else. If your employment is terminated by Apollo (or Apollo Marketing) without “Cause” (as defined below) during the first twenty-four (24) months following the Closing Date or by you with “Good Reason” (as defined below), death during the first twelve (12) months following the Closing Date, and you execute and deliver to Apollo a signed settlement agreement and general release in a form and manner provided by Apollo (hereafter “Release”) within thirty (30) days following your termination of employment and the Release becomes effective and enforceable in accordance with its terms following any applicable revocation period, in addition to the amounts described in the preceding paragraph, Apollo will provide you with the additional benefits set forth in this paragraph. First, Apollo will continue to pay you your base salary as a severance payment for twelve (12) months following the date on which the Release becomes effective. Such payments shall be made in accordance with Apollo’s regularly scheduled payroll beginning with the first payroll date coincident with or Disability following the date the Release becomes effective. Second, if your employment termination occurs prior to the expiration of the first six (as defined below)6) months following the Closing Date, or you shall also be paid the Retention Bonus no later than fifteen (y15) business days following the date on which the Release becomes effective. Third, Apollo shall also reimburse you for any COBRA premiums you pay during the twelve (12) months following such a termination of employment. Any such reimbursement shall be made within thirty (30) days of your submission for reimbursement, but no event later than the last day of your taxable year following the taxable year in which the premiums are paid. Fourth, (A) the Two Year Option (to the extent not fully vested) shall become fully vested; (B) any Aptimus Awards (to the extent not fully vested) shall become fully vested, and (C) you resign from your shall immediately be credited with additional employment with Apollo/Apollo Marketing for purposes of the Company vesting schedule in effect for the Four Year Option so that you shall be immediately vested in such option to the same extent as if you had completed an additional twelve (12) months of employment with Apollo/Apollo Marketing prior to your termination date. Following the expiration of the twenty-fourth (24th) month following the Closing Date in the case of a termination by Apollo/Apollo Marketing without Cause and the twelfth (12th) month following the Closing Date in the case of a termination by you for Good Reason (as defined below) (each such eventReason, a “Qualified Separation”)you will no longer be eligible for severance benefits hereunder. Instead, you will be eligible to participate in any severance benefit plan or program that Apollo makes generally available to its management employees, if any, subject to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicableprograms. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from serviceCause” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreement.defined as:

Severance Benefits. If (x) In addition, under the terms and conditions as detailed below, the Company terminates your employment for any reason other than for Cause will provide you additional payments and benefits, which you acknowledge are payments and benefits to which you are otherwise not entitled, if you sign and submit the release contained in Exhibit A (as defined the “Release”) (within the required time period described in the “Decision Period” section below), death or Disability (as defined below)) and do not thereafter revoke it. Please carefully read and consider the provisions of this Agreement. If you do not sign the Release within the required time period, or (y) if you resign from your employment with later revoke the Company for Good Reason (as defined Release, you will not receive the additional payments and benefits described below) (each such event. The Release contained in Exhibit A hereto is an integral part of this Agreement. For purposes of clarity, a “Qualified Separation”), subject to you should understand that the terms payments and benefits provided under this section of this Agreement (including satisfaction are contingent upon executing of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments a release in the form of salary continuation at a rate equal Exhibit A. In exchange for your timely execution of the Release, and allowing such Release to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such terminationbecome effective without thereafter revoking it, the Company will provide you the following (the “Severance Benefits”): · The Company will provide you with a lump sum payment of $300,000 which is equal to approximately twelve (12) months of your current regular base pay (the full COBRA“Severance Payment”). The Severance Payment will be reduced by required withholdings and deductions. In addition, or state continuation coverageto the extent allowed under the law, premiums the Severance Payment will be further reduced by any amount that you are obligated to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: pay to (1) the last day of the final full month of the Severance Period; Company pursuant to any relevant Company policy (as to which no amounts are owed) and/or (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided third party pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”)Company Corporate Card Program, if applicable. Your right to receive your severance amounts shall not Severance Payment will be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued paid to you by the Company shall vest as of in a lump sum six (6) months following your Separation Date, provided that you have signed the Release Effective and did not revoke it. As your active service as an employee will end on your Separation Date, (ii) unless an option award provides this payment is not eligible for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination deferrals in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning 401(k) plan. · The Company will provide you with a lump sum payment of Section 409A $313.20 which is equal to twelve (12) months of the Code, basic life insurance and AD&D premium applicable to Executive’s basic life insurance coverage immediately prior to the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Separation Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus It will be paid within seven business 30 days following the Release Effective after your Separation Date. You may at your option convert your basic life insurance coverage to an individual policy after the Separation Date by completing the forms required by the Company for this purpose. · The Company will pay, when due and payable under the Annual Bonus plan, the pro rata portion, if any, of your Annual Bonus (prorated based on the period from January 1 through the Separation Date) within 30 days of the date the Company pays annual bonuses, if any, under the 2012 Rosetta Stone Executive Bonus Plan, using the same percentage attainment of target bonus as applies to the other non-sales executive officers who remain employed with the Company. · Upon separation you will have the opportunity to continue your current health benefits coverage under Company’s group health plans through COBRA. If you timely elect to enroll to continue such coverage under COBRA, the Company shall pay for up to twelve (12) months, on an after tax basis, at the same coverage levels (including covered dependents, if applicable) and premiums costs as in effect on your Separation Date. Following the twelve (12) months of coverage, you will be responsible for all future premium payments should you wish to continue your COBRA coverage. However, if you or your spouse becomes eligible for group health coverage sponsored by another employer or for any other reason your COBRA coverage terminates, the Company shall not be entitled obligated to pay any portion of the benefits described above unless premiums provided hereunder for periods after you (i) have returned all become eligible for such other coverage or your COBRA coverage terminates. · The Company property in your possessionshall provide the services of a professional outplacement and counseling firm, including (without limitation) copies of documents that belong to as designated by the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitationexpense, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right twelve (12) months to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary assist you in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any securing other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of employment following your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this AgreementDate.

Severance Benefits. If (x) Although the Company terminates expressly reserves the right to terminate your employment at any time, with or without cause or advance notice and for any reason reason, if your employment with the Company is terminated by the Company (other than for Cause (as defined below), or as a result of your death or Disability (as defined below), or (y) you resign from your employment with the Company for Good Reason (as defined belowpermanent disability) (each such event, a “Qualified SeparationQualifying Termination”), subject to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: will (i) severance payments in pay you the form sum of (x) 50% of your base annual salary continuation at a rate equal to your Base Salary, at the rate in as m effect at the time of such termination and (y) 50% of your separation date (and prior to any reduction that would constitute Good Reason hereunder), target annual bonus for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the fiscal year in which your such termination occurs (iii) provided you timely elects continued coverage under COBRAor, or state continuation coverage (as applicableif no target annual bonus has been set for such fiscal year, your target annual bonus for the fiscal year prior to the fiscal year in which such termination occurs), under in equal installments during the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after month period following the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In additiontermination, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, regular payroll practices beginning with the first regular payroll date following your last date of employment (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy“Cash Severance”) and (ivii) all accrued vested benefits provided pursuant to if the terms Time-Vested Units are expressly assumed in a Sale Transaction and the Qualifying Termination occurs during the one (1) year period following the occurrence of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In additionsuch Sale Transaction, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 10050% of the then-unvested portion of any stock option or restricted stock award issued outstanding Time-Vested Units granted to you by the Company shall immediately vest and become exercisable as of the Release Effective Datedate such Qualifying Termination (collectively, the “Severance Benefits”). Notwithstanding any provision herein to the contrary, the payment or provision of the Severance Benefits shall be conditioned upon (iiA) unless your execution, delivery to the Company, and non-revocation of a general release in favor of the Company and its affiliates (in a form satisfactory to the Company) within twenty-one (21) days (or in the event of that such termination is “in connection with an option award provides for a more favorable postexit incentive or other employment termination program,” forty-five (45) days) following the date of termination exercise and your non-revocation of such release during applicable revocation period, and (B) your continued compliance with respect the terms of the Proprietary Information Agreement (referenced below). If your date of termination and the last day of the applicable revocation period could fall in two (2) separate taxable years, regardless of when you actually execute the release, the Cash Severance payments will not commence until the later taxable year. Each installment described in this paragraph (and all other payments to any options granted to you, such options be made in installments as a result of this letter) shall be exercisable until deemed to be a separate payment for purposes of Section 409A of the date that is eighteen (18) months after Internal Revenue Code of 1986 as the termination of same may be amended from time to time. The Severance Benefits are your sole and exclusive remedy if your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of is terminated by the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later other than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date reason of your death or (iiipermanent disability) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section and shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required immediately cease should you fail to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Proprietary Information Agreement.

Severance Benefits. If If, at any time, (xi) the Company terminates your employment for any reason without Cause, other than for Cause (as defined below), a result of your death or Disability (as defined below), disability or (yii) you resign from terminate your employment with the Company for Good Reason Reason, then you shall receive the following severance benefits (as defined belowthe “Severance Benefits”): (i) twelve (each such event, a 12) months of your base salary in effect on the effective date of termination (the “Qualified SeparationTermination Date”), subject to less applicable taxes and withholdings, paid in substantially equal installments on Bioventus’ regular payroll schedule beginning on the terms 60th day following the Termination Date and continuing for twelve (12) months; (ii) one hundred percent (100%) of this Agreement your target Annual Bonus, paid on or about 60 days following the Termination Date (including satisfaction of the Release Requirementiii) and your If you timely elect continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement coverage under federal COBRA laws or comparable state insurance laws (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance“COBRA”), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, COBRA premiums necessary to continue your (medical and your covered dependents, as applicable) health dental insurance coverage in effect for yourself and your eligible dependents on the termination date until for the earliest of: first twelve (112) the last day months of the final full month of the Severance Period; such coverage (2) the provided that such COBRA reimbursement shall terminate on such earlier date when as you are no longer eligible for COBRA coverage or you become eligible for substantially equivalent group health insurance coverage in connection with benefits through a new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Actemployer), then in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month . Your receipt of the period specified above, a fully taxable cash payment equal Severance Benefits is conditional upon (a) your continuing to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such periodcomply with your obligations under your Proprietary Information Agreement; and (ivb) unless your delivering to Bioventus within 45 days following the Termination Date (and not revoking) an option award provides for a more favorable post-termination exercise periodeffective, with respect to any options granted to you, such options (general release of all known and unknown claims in favor of Bioventus in the form attached as Exhibit B. Notwithstanding anything herein to the extent contrary, this Agreement is intended to be interpreted and applied so that you are entitled to exercise such options as the payment of the date benefits set forth herein shall either be exempt from the requirements of termination Section 409A of continuous servicethe Code (“Section 409A”) or shall be exercisable until the date that is six (6) months after the termination of your employment comply with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date requirements of such optionsprovision. In addition, After the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Termination Date, you shall have no duties or responsibilities that are inconsistent with having a “separation from service” (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A 409A) as of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, Termination Date and, subject to your satisfaction of notwithstanding anything in the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive Agreement to the date contrary, distributions upon termination of your Qualified Separation. The pro-rata portion employment of your bonus will nonqualified deferred compensation may only be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return made upon a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined determined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”409A) to and such date shall be a “specified employee” the Termination Date for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or this Agreement. Each payment under any other agreement with the Company are deemed to this Agreement or otherwise shall be “deferred compensation” treated as a separate payment for purposes of Code Section 409A. In no event may you, directly or indirectly, designate the calendar year of any payment to be made under this Agreement which constitutes a “nonqualified deferral of compensation” (within the meaning of Section 409A, then ) and to the extent delayed commencement an amount is payable within a time period, the time during which such amount is paid shall be in the discretion of Bioventus. To the extent that any portion of reimbursements are taxable to you, any such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided reimbursement payment due to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein you on or in before the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment last day of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date calendar year following the Separation From Service, regardless of when taxable year in which the Release actually becomes effectiverelated expense was incurred. In addition The reimbursements are not subject to the above, to the extent required to comply with Section 409A liquidation or exchange for another benefit and the applicable regulations and guidance issued thereunder, if the applicable time period for amount of such reimbursements that you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits receive in one taxable year shall not commence until affect the beginning amount of the second calendar year. The Company makes no representation such reimbursements that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described receive in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreementtaxable year.

Severance Benefits. Upon Termination by the Company Without “Cause” or by you for “Good Reason”. If (x) the Company terminates your employment for any reason other than for without Cause (as defined below), death on Exhibit A attached hereto) or Disability (as defined below), or (y) you resign from terminate your employment with the Company for Good Reason (as defined below) (each such event, a “Qualified Separation”on Exhibit A), subject you shall be eligible to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with receive the following severance benefits: (ia) severance payments pay in the form of salary continuation at a rate an amount equal to six (6) months of your Base Salary, at the rate base salary as in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder)termination, for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed payable in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under accordance with the Company’s regular payroll procedures proportionately over a six (6) month period following the termination of your employment (such period, the “Severance Period”), (b) should you be eligible for and elect to continue receiving group health plans following such terminationmedical and dental insurance coverage under the law known as COBRA, the Company will shall continue to pay on your behalf that portion of the full COBRA, or state continuation monthly premiums for such coverage that it pays for active and similarly situated employees receiving the same type of coverage, premiums to continue your through the earlier of (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1x) the last day of the final full month of the Severance Period; , or (2y) the date when that you become eligible for substantially equivalent group health and/or dental insurance coverage in connection with from any new employment employer. No severance pay or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) other benefit hereunder shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Dateunless, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date that your employment is terminated, you first execute and do not revoke a separation agreement in a form prepared by and acceptable to the Company, which shall include, at a minimum, a full release of your Qualified Separation or such earlier date required by all claims against the release Company (as well as its parents, subsidiaries and affiliates, and its and their, executives, officers, directors, employees, consultants, agents, shareholders, and assigns), as well as non-disparagement and confidentiality provisions in favor of the Company (the “Release DeadlineSeparation Agreement”), and permit . The severance payments shall commence on the Release to become first payroll period following the date the Separation Agreement becomes effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Payment Date”). If you fail to return Notwithstanding the release on or before payment requirements set forth in the Release Deadlineimmediately preceding sentence, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the sixty (60) day period following the date your separation from service begins in one tax year and ends in the following tax year, the Company terminates your employment for Cause, you will not be eligible to receive any commence payment on the next regular payroll date following the later of January 1 of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) second tax year and the related adverse taxation date the Separation Agreement becomes enforceable and no longer subject to revocation. The first such payment will include a catch-up payment equal to all amounts you otherwise would have received under Section 409A, such payments shall not be provided to you 6(a) prior to the earliest first payment. The distribution of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits payments shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreementthe provisions of Exhibit B attached hereto.

Severance Benefits. If (x) Notwithstanding the Company foregoing, in the event that Sesen Bio terminates your employment for any reason other than for Cause without “Cause” or you resign with “Good Reason” (each term as defined belowbelow and in either case a “Qualifying Termination”), death you will be eligible for the benefits outlined in sub- paragraphs A or Disability B below (as defined below), or (y) you resign from your employment with the Company for Good Reason (as defined below) (each such event, a “Qualified SeparationSeverance Benefits”), subject to the terms of set forth in this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefitsLetter Agreement: A. If a Qualifying Termination occurs: (i) Sesen Bio will pay you severance payments in the form of salary continuation at a rate equal to of your Base Salary, at the rate in effect at the time Salary for a total of your separation date 12 months (and prior to any reduction that would constitute Good Reason hereunder“Severance Period”), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, premiums amount to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard then current payroll procedurespractices, andexcept as otherwise specified in this Letter Agreement, subject to your satisfaction of beginning on the Release Requirement Company’s first regular payroll date that occurs after the Payment Date (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied subject to the following release requirements (the “Release Requirement”): sign terms and return a separation agreement conditions provided for in COBRA, and general release subject to your timely election of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal COBRA and state laws copayment of premium amounts at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Releaseactive employee’s rate, the “Release Effective Date”). If you fail to return Company shall pay its then current share of premium payments for group health and dental insurance after the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to termination date through the earliest of (1) your Severance Period as outlined above, (2) the date you become employed with benefits substantially comparable to the benefits provided under the corresponding Company plan, and (3) the date you become ineligible for COBRA benefits; provided, however, that such Company-paid premiums may be recorded as additional income pursuant to Section 6041 of the Internal Revenue Code of 1986, as amended (the “Code”) and not entitled to any tax qualified treatment to the extent necessary to comply with or avoid the discriminatory treatment prohibited by the Patient Protection and Affordable Care Act of 2010 and the Health Care and Education Reconciliation Act of 2010 or Section 105(h) of the Code. You shall be responsible for the entire COBRA premium should you elect to maintain this coverage after the earliest of the dates specified in Sections 9.A.(ii)(1)-(3) above. B. If a Qualifying Termination occurs within twelve (12) months after a Change in Control Transaction (as defined below), then: (i) you will be eligible for the expiration of same severance payments and COBRA premium assistance as set forth in sections 9.A.i-A.ii above, subject to the six-month same terms, conditions, and one day period measured from the date of your Separation from Service with the Company, limitations as described therein; and (ii) the vesting of 100% of your then outstanding unvested equity grants shall be accelerated, such that all unvested equity grants vest and become fully exercisable or non-forfeitable as of the termination date for a period of 90 days following the termination date; after such 90-day period, all unvested equity grants will no longer be exercisable. For the sake of clarity, it shall not be a “Qualifying Termination” if you voluntarily resign without Good Reason, your employment terminates For Cause or your employment terminates because of your death or due to your suffering a Disability (iii) such earlier date as permitted under Section 409A without defined below). C. The Severance Benefits will be subject to the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, terms: i. Solely for purposes of determining the schedule for payment Section 409A of the severance benefitsCode, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effectiveeach salary continuation payment is considered a separate payment. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar yearii. The Company makes no representation that compensation paid pursuant to the terms of Any Severance Benefit under this Letter Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreement.begin only upon the

Severance Benefits. If (x) In the Company terminates your employment for any reason other than for Cause (as defined below), death or Disability (as defined below), or (y) you resign from your employment with the Company for Good Reason (as defined below) (each such event, event of a “Qualified Separation”), subject to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this SectionEvent, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment severance equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus an amount equal to your base salary for the a 12 month period based on your base salary rate in effect immediately prior year to a Change-in-Control (payable when bonuses are paid to other executives of the Company"Severance Salary"), ; (ii) any unpaid a bonus equal to the greater of (x) the bonus paid to you for the full fiscal year immediately prior to a Change-in-Control and (y) the bonus that you have accrued vacation for the fiscal year in accordance which the Change-in-Control has occurred, with such amount being annualized (the Company’s paid time off policies, "Severance Bonus"); and (iii) unreimbursed expenses (paid pursuant to an amount, grossed up for federal, state and local taxes, in lieu of one year of participation in the Company’s expense reimbursement policy) 's life, long-term disability and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans health insurance plans, as described further below (the “Accrued Obligations”"Severance Benefits"). Your right to receive your severance amounts shall The payments are not be subject to mitigation or reduced any right of set-off. In addition you will be paid for accrued, but unused vacation time up to the Company's maximum permitted accrual of six weeks. Further, all unvested options shall immediately vest and the period to exercise all options held by you shall be the remaining term of each option regardless of any other shorter periods provided for by the Stock Option Plan as a result of the termination of your employment. Following a Severance Event of the type described in (i) of the first paragraph above, that is, a severance without Cause, the Severance Salary shall be paid in even installments on a bi-weekly basis for a period of 12 months from your date of termination. Following a Severance Event of the type described in (ii) of the first paragraph above, that is, a severance based upon a Resignation for Good Reason, the Severance Salary shall be paid in even installments on a bi-weekly basis, over the shorter of the following periods: (a) a period of 12 months ending on or before a date 2 and 1/2 months after the end of your year of termination, or (b) if less than 12 months, a period from your date of termination to 2 and 1/2 months after the end of your year of termination. The Severance Bonus and Severance Benefits amounts you receive from shall be paid in a subsequent employer or otherwise except as provided under clause lump sum within two (2) business days from the date of your termination. Recognizing that such amount is subject to income and other taxes, the Severance Benefits payment shall include an amount equal to the amount of federal, state, and local income taxes that you incur as a result of the Severance Benefits payment or any additional tax gross-up payment on such payment. The Severance Benefits payment shall be equal to the sum of the Health Care Payment, the Life Insurance Payment and the Disability Insurance Payment, all as described below, plus the foregoing tax gross-up. The Health Care Payment is an amount equal to 12 times the monthly premium amount charged by the Company for COBRA reimbursement provisions set forth abovecontinuation coverage under the health care option in which you are enrolled at the time of your Severance Event. In additionTo receive coverage under the Company's health insurance plans, if a Change in Control you must elect to receive COBRA coverage and remit the appropriate payment to the Company as per the policy of the Company. The Company's group term life insurance policy provides you with $500,000 of coverage and, upon termination, offers you the opportunity to convert to Whole Life (subject to acceptance by the insurer). The Life Insurance Payment is an amount equal to 12 times the monthly premium for one of the following, as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then you elect: (i) 100% a Whole Life conversion policy through the Company's group life insurer (subject to acceptance by the insurer); (ii) an existing life insurance policy or policies that you may currently have in place; or (iii) a new term life insurance policy. The Company will pay only that pro-rated portion of the then-unvested portion of any stock option or restricted stock award issued premium that represents coverage equal to you by your coverage under the Company shall vest group life insurance plan as of the Release Effective Datedate of this Amendment, that is, $500,000. The Company's long-term disability insurance plan provides you with coverage of 60% of monthly earnings (but not more than $10,000, which amount may be reduced by deductible sources of income and disability earnings) after a 26 weeks elimination (waiting) period, and the insurer offers you a portable policy after termination. The Disability Insurance Payment is an amount equal to 12 times the monthly premium for one of the following, as you elect: (i) a portable long-term disability policy through the Company's insurer (subject to acceptance by the insurer); (ii) unless an option award provides existing long-term disability insurance policy or policies that you -2- may currently have in place; or (iii) a new personal long-term disability insurance policy obtained through other than the Company's insurance policy. The Company will pay only that pro-rated portion of the premium that represents coverage equal to your coverage under the group long-term disability insurance plan as of the date of this Amendment. The Severance Salary, Severance Bonus and Severance Benefits provided hereunder as a result of a Severance Event described in clause (i) of the first paragraph of this letter, that is, a severance without "Cause", are intended to comply with the exemption from Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), for a more favorable post-termination exercise periodinvoluntary separation arrangements set forth in Proposed Treasury Regulation Section 1.409A-1(b)(9). Accordingly, with respect to severance without "Cause" and notwithstanding any options granted to youother provision hereof, such options (i) no amount shall be exercisable until the date that is eighteen (18) months after the payable to you hereunder in such event unless your termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets separation from service within the meaning of Section 409A of the Code, (ii) the cash severance payments described amount payable to you hereunder in clause such event shall not exceed two times the lesser of (iA) your annual compensation (as defined in Treasury Regulation Section 1.415(d)(2)) for services provided to the Company as an employee for the calendar year preceding the calendar year in which such separation from service occurs, or (B) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the preceding paragraph will Code for such year, and (iii) no payment may be paid made to you hereunder in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) event later than December 31 of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date second calendar year following the closing of calendar year in which such Change in Controlseparation from service occurs. The severance payments described above will be paid in accordance with the Company’s standard payroll proceduresCompany shall indemnify you and hold you harmless, andon an after-tax basis, subject to your satisfaction of the Release Requirement (as defined below)from any taxes, will commence on the first payroll date costs, expenses, penalties, fines, interest or other liabilities that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions result from the application of Code Section 409A and this Agreement will be construed to of the greatest extent possible as consistent Code in connection with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to payments you receive any installment payments under this Agreement (whether severance paymentsAmendment, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if long as you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement have complied with the Company are deemed to be “deferred compensation” for purposes terms of Code Section 409A, then to the extent delayed commencement of any portion of this Amendment. Any such payments is required in order to avoid a prohibited distribution made under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in made on a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreementgrossed-up basis.

Severance Benefits. If (x) Executive’s employment is terminated by the Company terminates your employment for any reason other than for Cause (as defined below)without Cause, or due to Executive’s death or Disability (as defined below)Disability, or (y) you resign from your employment with the Company as a result of Executive’s resignation for Good Reason (as defined below) (each such event, a “Qualified SeparationCovered Termination”), Executive shall be eligible to receive the following severance benefits: (1) payment of an amount equal to twelve (12) months of Executive’s Base Salary in effect immediately prior to the Separation Date, less applicable payroll tax withholdings and deductions (the “Severance”); and (2) twelve (12) months of accelerated vesting of Executive’s Equity Awards (so that Executive becomes vested in the portion of the Equity Awards that would have become vested if Executive remained employed for 365 days after the Separation Date). (For avoidance of doubt, to the extent that any performance criteria under any Equity Award has not been satisfied as of the Separation Date, such Equity Awards shall terminate as of the Separation Date and shall not be subject to the foregoing accelerated vesting benefit.) Except for the foregoing accelerated vesting benefit, all existing terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured conditions applicable to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance)Equity Awards shall remain in full force and effect. In addition, then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you Executive timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Companyto continue Executive’s group health plans following such terminationinsurance coverage after the Separation Date pursuant to the federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”), and the terms of the governing health insurance policies, the Company will pay reimburse the full COBRA, or state continuation coverage, monthly COBRA health insurance premiums (the “COBRA Payments”) Executive pays to continue your (and your covered dependents, as applicable) Executive’s health insurance coverage in effect on (including dependent coverage) for twelve (12) months after the termination Separation Date or until such earlier date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become as Executive either becomes eligible for substantially equivalent group health insurance coverage in connection with through a new employment employer or self-employment; or (3) the date you cease ceases to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time (the “COBRA Payment Period”). Executive must submit to the Company determines appropriate documentation of the foregoing health insurance payments, within sixty (60) days of making such payments, in order to be reimbursed. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that its payment it cannot pay the COBRA Payments without a substantial risk of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of violating applicable law (including, but not limited towithout limitation, Section 2716 of the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Public Health Care and Education Reconciliation Service Act), then in lieu of paying such premiums pursuant to this Section, at the Company shall pay you on the last day end of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In additionPayment Period, the Company shall pay or provide you with Executive directly a taxable monthly amount which, after taxes, equals the following: (i) any unpaid accrued bonus for COBRA Payment amount the immediately prior year (payable when bonuses are Company would have otherwise paid to other executives Executive (assuming a 35% tax rate). Executive agrees to promptly notify the Company in writing if Executive becomes eligible for group health insurance coverage through a new employer before the end of the Company)specified reimbursement period. For sake of reference, (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested severance benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwiseentire subsection 9(g)(i) shall be treated referred to collectively as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from ServiceSeverance Benefits.”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreement.

Severance Benefits. If If, at any time, (xi) the Company terminates your employment for any reason without Cause, other than for Cause (as defined below), a result of your death or Disability (as defined below), disability or (yii) you resign from terminate your employment with the Company for Good Reason during the two-year period following a Change in Control, then you shall receive the following severance benefits (as defined belowthe “Severance Benefits”): (i) twelve (each such event, a 12) months of your base salary in effect on the effective date of termination (the “Qualified SeparationTermination Date”), subject to less applicable taxes and withholdings, paid in substantially equal installments on Bioventus’ regular payroll schedule beginning on the terms 60th day following the Termination Date and continuing for twelve (12) months; (ii) one hundred percent (100%) of this Agreement your target Annual Bonus, paid on or about 60 days following the Termination Date (including satisfaction of the Release Requirementiii) and your If you timely elect continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement coverage under federal COBRA laws or comparable state insurance laws (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance“COBRA”), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, COBRA premiums necessary to continue your (medical and your covered dependents, as applicable) health dental insurance coverage in effect for yourself and your eligible dependents on the termination date until for the earliest of: first twelve (112) the last day months of the final full month of the Severance Period; such coverage (2) the provided that such COBRA reimbursement shall terminate on such earlier date when as you are no longer eligible for COBRA coverage or you become eligible for substantially equivalent group health insurance coverage in connection with benefits through a new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Actemployer), then in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month . Your receipt of the period specified above, a fully taxable cash payment equal Severance Benefits is conditional upon (a) your continuing to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such periodcomply with your obligations under your Proprietary Information Agreement; and (ivb) unless your delivering to Bioventus within 45 days following the Termination Date (and not revoking) an option award provides for a more favorable post-termination exercise periodeffective, with respect to any options granted to you, such options (general release of all known and unknown claims in favor of Bioventus in the form attached as Exhibit B. Notwithstanding anything herein to the extent contrary, this Agreement is intended to be interpreted and applied so that you are entitled to exercise such options as the payment of the date benefits set forth herein shall either be exempt from the requirements of termination Section 409A of continuous servicethe Code (“Section 409A”) or shall be exercisable until the date that is six (6) months after the termination of your employment comply with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date requirements of such optionsprovision. In addition, After the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Termination Date, you shall have no duties or responsibilities that are inconsistent with having a “separation from service” (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A 409A) as of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, Termination Date and, subject to your satisfaction of notwithstanding anything in the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive Agreement to the date contrary, distributions upon termination of your Qualified Separation. The pro-rata portion employment of your bonus will nonqualified deferred compensation may only be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return made upon a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined determined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”409A) to and such date shall be a “specified employee” the Termination Date for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or this Agreement. Each payment under any other agreement with the Company are deemed to this Agreement or otherwise shall be “deferred compensation” treated as a separate payment for purposes of Code Section 409A. In no event may you, directly or indirectly, designate the calendar year of any payment to be made under this Agreement which constitutes a “nonqualified deferral of compensation” (within the meaning of Section 409A, then ) and to the extent delayed commencement an amount is payable within a time period, the time during which such amount is paid shall be in the discretion of Bioventus. To the extent that any portion of reimbursements are taxable to you, any such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided reimbursement payment due to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein you on or in before the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment last day of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date calendar year following the Separation From Service, regardless of when taxable year in which the Release actually becomes effectiverelated expense was incurred. In addition The reimbursements are not subject to the above, to the extent required to comply with Section 409A liquidation or exchange for another benefit and the applicable regulations and guidance issued thereunder, if the applicable time period for amount of such reimbursements that you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits receive in one taxable year shall not commence until affect the beginning amount of the second calendar year. The Company makes no representation such reimbursements that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described receive in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreementtaxable year.

Severance Benefits. If Notwithstanding the at-will nature of your employment, if (xa) at any time the Company terminates your employment for any reason other than for without Cause (as defined below), and other than as a result of your death or Disability (as defined below)disability, or (yb) after the first anniversary you resign from your employment with the Company for Good Reason (as defined below) (each such event, a “Qualified Separation”), subject to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable provided in accordance with its terms (each case such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in termination constitutes a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, ) (a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then in addition to the extent delayed commencement of any portion of such payments is required Accrued Obligations you will be entitled to receive severance in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest form of (i) the expiration of the six-month and one day period measured from the date nine (9) months of your Separation from Service then base salary (disregarding any decrease that constituted Good Reason), such amount to be paid in equal installments over a nine (9) month period after the Date of Termination payable in accordance with the Company’s usual payroll practices and periods, subject to applicable taxes and withholding, commencing on the first payroll date following the date the Release becomes effective and irrevocable (as discussed in the following paragraph), (ii) an amount equal to your pro-rated target Bonus for the year, paid on the first payroll date after the Release becomes effective and irrevocable, and (iii) if you were participating in the Company’s group health plan immediately prior to the Date of Termination and you elect COBRA health continuation, payment for nine (9) months of monthly COBRA premiums at the same rate as the Company pays for active employees for you and your eligible dependents, subject to applicable COBRA terms and in compliance with applicable non-discrimination or other requirements under the Internal Revenue Code (the “Code”), the Patient Protection and Affordable Care Act, or the Health Care and Education Reconciliation Act (collectively, the “Severance Benefits”). If our employment is terminated by reason of your death or permanent disability, you or your estate will be entitled to, in addition to the Accrued Obligations, an amount equal to your pro-rated target Bonus for the year. Such severance benefits are conditional upon (iiix) such earlier date as permitted your continuing to comply with your obligations under Section 409A without your Proprietary Information Agreement, and (y) your delivering to the imposition Company an effective, general release of adverse taxationclaims in favor of the Company in a form reasonably acceptable to the Company, that does not require you to release your right to the Severance or your right to be indemnified against third party claims, and does not impose any additional restrictive covenants on your activities following termination, that becomes effective and irrevocable within 60 days following your Date of Termination (the “Release”). Upon In the first business day event the termination occurs at a time during the calendar year when the Release could become effective and irrevocable in the calendar year following the expiration calendar year in which your termination of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, employment occurs (whether or not it actually becomes effective and any remaining payments due shall be paid as otherwise provided herein or irrevocable in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that following year), then any severance payments and benefits provided under this Agreement constitutes “that would be considered deferred compensation” compensation under Internal Revenue Code Section 409A, for purposes of determining 409A will be paid on the schedule for payment of first payroll date to occur during the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date calendar year following the Separation From Service, regardless of when calendar year in which such termination occurs following the date the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A effective and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreementirrevocable.

Severance Benefits. If (x) In exchange for the promises you make in this Agreement, the Company terminates your employment for covenants and agrees to pay you severance compensation in the lump sum amount of Two Million One Hundred Thousand and no/100 Dollars ($2,100,000) (the “Severance Compensation”). The Company’s payment of this Severance Compensation is made in connection with the severance of services and is subject to applicable federal, state, and local taxes and withholding. The Company and Xxxxxx agree to file all tax returns consistent with the agreement that such payment is made in connection with the severance of services. This Severance Compensation is above and beyond any reason other than for Cause (as defined below)compensation owed to you separate and apart from this Agreement, death or Disability (as defined below), or (y) you resign from whether in connection with your employment with the Company for Good Reason Company, your arrangement with Xxxx, Xxxxxx or any Other Party Releasee (as defined below) (each such event, a “Qualified Separation”), subject to the terms of this Agreement (including satisfaction of the Release Requirement) or otherwise. You will also receive continued paid medical and dental coverage for you and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salarydependents, at the rate in effect at the time of your separation date (and prior no cost to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable)you, under the Company’s group health plans following such terminationConsolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for 18 month(s) in the amount of $1,014.00 per month, provided that you make a valid COBRA election. In the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when event you become eligible for substantially equivalent health insurance coverage as a participant or beneficiary in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including an employee welfare benefit plan termination; provided that if of another company at any time during the 18 month period following execution of this Agreement, the Company's obligation to pay monthly COBRA premiums for you shall cease. You agree to notify the Company determines that its payment of COBRA, immediately upon becoming eligible to participate (as participant or state continuation coverage, premiums on your behalf would result beneficiary) in a violation of applicable law (including, another company's benefit plan. Employee welfare benefit plan as used herein includes but is not limited toto benefit plans providing coverage for medical, the 2010 Patient Protection dental, and Affordable Care Act, as amended by the 2010 Health Care other healthcare related expenses. You acknowledge that this Severance Compensation and Education Reconciliation Act), then continued medical and dental coverage are in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect addition to any options granted monies or benefits to you, such options (to the extent that which you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such optionswere already entitled. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph The Severance Compensation will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon on the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(ithe seven day (7) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under revocation period for this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining described in Paragraph 7c. below (but only if you do not revoke the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar yearAgreement during this period). The Company makes no representation that compensation paid pursuant to continuation of your medical and dental coverage on the terms of described above is also contingent on your not revoking this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that during the payments and benefits described in this agreement seven (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof7) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreementday revocation period.

Severance Benefits. If (x) the Company terminates your employment for any reason other than for Cause (as defined below), death or Disability (as defined below), or (y) you resign from your employment with the Company for Good Reason (as defined below) (each such event, a “Qualified Separation”), subject to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-post termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreement.

Severance Benefits. If Subject to (a) your compliance with the restrictive covenants set forth in Sections 6, 7 and 9 below and (b) your execution, delivery and non-revocation of a waiver and release of claims in a form substantially similar to the form attached hereto as Exhibit A (the “Release”) on or prior to the 21st day following the date on which your employment with the Company terminates due to (x) the Company terminates termination of your employment for any reason by the Company, other than for Cause “Cause” (as defined below) or (y) the termination of your employment by you for “Good Reason” (as defined below), but in each case, excluding any separation from service by reason of your death or Disability (as defined below), or (y) you resign from your employment with the Company for Good Reason (as defined below) (each such eventdate, a the “Qualified SeparationSeverance Date”), subject you will be entitled to receive the terms of this Agreement (including satisfaction following severance payments and benefits: · For the period commencing on the day immediately following the Severance Date and ending on the first anniversary of the Release Requirement) and your continued compliance in all material respects Severance Date, monthly pay continuation with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate each monthly payment equal to one-twelfth (1/12) times the sum of your Base SalarySalary and Target Bonus, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependentseach case, as applicable) health insurance coverage in effect on the termination date Severance Date. Monthly payments will occur in accordance with the payroll dates in effect on the Severance Date, and such payment dates will not be affected by any subsequent change in payroll practices. · Except as provided below, continuation of group medical, dental, vision, group basic term life insurance, accidental death and dismemberment insurance, voluntary term life insurance, voluntary accidental death and dismemberment insurance, dependent life insurance and employee assistance program benefits, provided, to the extent applicable, regular contributions are made, at the level in effect on the Severance Date, in each case, for a period (such period, the “Continuation Coverage Period”) beginning immediately upon the Severance Date and continuing until the earliest of: to occur of (1A) the first anniversary of the Severance Date, (B) the last day of date you are eligible to participate in the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; benefit under applicable law, or (3C) the date you cease to be are eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive comparable benefits from a subsequent employer or otherwise except employer, as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you determined solely by the Company shall vest as of in good faith; provided, however, that if you fail to execute and deliver the Release Effective Dateor revoke the Release, (ii) unless an option award provides for a more favorable post-termination exercise periodin either case, with respect to any options granted to you, the Continuation Coverage Period shall cease immediately upon such options date. Such benefits shall be exercisable until provided to you at the date that is eighteen (18) months after same coverage and cost to you as in effect on the termination of your employment with Severance Date. To the Company (whether voluntary or involuntary)extent permitted by law, subject you shall be eligible to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of qualify for COBRA health care continuation coverage under Section 409A 4980B of the Code, or any replacement or successor provision of United States tax law, beginning following the cash severance payments described in clause (i) expiration of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Dateperiod described above. Notwithstanding the foregoing, if such termination occurs during your participation in the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraphEmployee Stock Purchase Plan and long-term disability insurance plan, and upon your ability to make deferrals under the occurrence of such Change in Control401(k) plan, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section will cease effective on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Severance Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (includingthis subsection, without limitationyou shall send written notice of the terms and conditions of any subsequent employment and the corresponding benefits earned from such employment and shall provide, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii))or cause to be provided, your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary Company, in this Agreementwriting, if you are deemed by correct, complete and timely information concerning the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then same to the extent delayed commencement of any portion of requested by the Company; provided, however, that the Company shall have the right to cease making such payments is required in order and you shall be obligated to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, repay any such payments shall not be provided to you prior amounts to the earliest of (i) the expiration of the six-month Company already paid if you fail to execute and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of deliver the Release will not be deemed to have occurred any earlier than within the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period provided for you to execute (and not revoke) above or, after timely delivery, revoke it within the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any time period specified in such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this AgreementRelease.

Severance Benefits. (a) If (x) at any time prior to December 31, 2008, ProAssurance terminates the Company terminates your employment of Bxxxxx for any reason other than Cause, death, Disability or Retirement, or if Bxxxxx terminates his employment with ProAssurance for Cause Good Reason, and Bxxxxx, within sixty (60) days after the Date of Termination, signs the release form that is attached to this Agreement as defined belowExhibit A (the "Release”), death or Disability Bxxxxx shall receive an amount equal to a sum of the amounts that would otherwise be payable hereunder as Base Salary during the period commencing on the Date of Termination and ending on December 31, 2008 (as defined belowthe “Severance Benefits”). Subject to the delivery of the executed Release by Bxxxxx, or the Sxxxxxxxx Benefits shall be paid by continuing the payment of Bxxxxx’ Base Salary in each payroll period through December 31, 2008, except that payment of Severance Benefits shall be deferred until seven (y7) you resign from your employment with days after the Company execution of the Release at which time any deferred amounts shall be paid. Notwithstanding anything herein it to the contrary, unpaid Severance Benefits shall be subject to termination under provisions of Section 7.2 hereof in the event Bxxxxx should violate the covenant set forth therein and unpaid Severance Benefits shall be payable in lump sum by ProAssurance on termination of this Agreement by Bxxxxx for Good Reason as a result of a Change of Control seven (as defined below) (each such event, a “Qualified Separation”), subject to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (307) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day execution of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new Release. ProAssurance shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided taxes that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Daterequired. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It Bxxxxx is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended, the payment schedule for purposes Severance Benefits shall be modified or adjusted to provide that no payments shall be made until the expiration of six (6) months following the Date of Termination. In the event payments are so delayed, a lump sum payment of the accumulated unpaid amounts attributable to the six (6) month period shall be made to Bxxxxx on the first day of the seventh month following the Date of Termination. This six month delay shall not apply to any Severance Benefits which are not subject to the requirements of Code Section 409A(a)(2)(B)(i), 409A by reason of their being separation pay upon an involuntary separation from service and if any their meeting the requirements and imitations of the payments upon Separation from Service set forth herein and/or regulations under any other agreement with the Company are deemed to above referenced Code section. In no event shall the aggregate amount of the Severance Benefits be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion reduced as a result of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death modification or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreementadjustment.

Severance Benefits. If (x) the Company WRIT terminates your employment for any reason other than for without Cause (as defined below), death or Disability (as defined below), or (y) if you resign from your employment with the Company terminate for Good Reason at any time during the following periods, you will receive the following severance benefits, payable in installments according to WRIT’s payroll cycle and pro-rata portions of any STIP and LTIP values as determined by the applicable plans, provided that you sign the Company’s standard Separation Agreement and General Release: If termination without Cause or for Good Reason occurs between these dates Then severance benefits are as follows: October 1, 2013 to September 30, 2015 24 months of Base Salary October 1, 2015 and beyond 12 months of Base Salary For purposes of this Agreement, (as defined below1) (each such eventCause means your commission for a felony or crime of moral turpitude; conduct in the performance of duties which is illegal, a “Qualified Separation”)dishonest, subject fraudulent or disloyal; your breach of any fiduciary duty you owe to the terms Trust; any action or inaction by you that constitutes a material breach of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured by you to WRIT’s reasonable satisfaction within 30 days of your receipt of written notice from WRIT advising you of said material breach; or your gross neglect of duty which is not cured by you to the reasonable satisfaction of the Company WRIT within thirty (30) 30 days after of your receipt of written notice from the Company Board advising you of such noncompliance)said gross neglect, then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when Good Reason means a material diminution in your Base Salary or a material diminution in your overall base compensation earning potential that is not agreed to by you become eligible for substantially equivalent health insurance coverage (other than due to failure to achieve performance-based measures), a material diminution in connection with new employment your authority, duties or self-employment; or (3) the date responsibilities, a material change in geographic location at which you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRAare employed, or state continuation coverage, premiums on your behalf would result in any action or inaction by WRIT that constitutes a violation material breach of applicable law (including, but not limited to, this Agreement provided you give written notice to WRIT within 90 days after the 2010 Patient Protection and Affordable Care Act, as amended by condition providing the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium basis for such month, subject to applicable tax withholding, for the remainder of Good Reason first exists and if such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that Good Reason has not been corrected or cured by WRIT within 30 days after WRIT has received written notice from you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject intent to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates terminate your employment for CauseGood Reason and specifying in detail the basis for such termination. Conditions to Employment: WRIT is required to verify the employment eligibility of every new employee. Therefore, should you will not be eligible accept this position, please bring documents to receive any verify your identity and eligibility to work in the United States as identified on the enclosed I-9 Form. Please note that the offer of employment is contingent upon a clear criminal background check. This offer is also conditional upon the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments receipt and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed approval by the Company at the time Board of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), all required reference and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreementbackground verifications.

Severance Benefits. If (x) In the Company event Safeguard terminates your employment for any reason other than for Cause without “Cause” (as defined below), death ) or Disability (as defined below), or (y) you resign from your employment with the Company for Good Reason (as defined below) (each such event, a “Qualified Separation”), subject Safeguard will provide you the following benefits that will be the only severance benefits or other payments in respect of your employment with Safeguard to which you will be entitled. Without limiting the generality of the foregoing, these benefits are in respect of all salary and other rights that you may have against Safeguard or its affiliates. If you are terminated without Xxxxx or resign for Good Reason: ● You will be paid an amount equivalent to the terms remainder of this Agreement (including satisfaction your Base Salary that would have been paid to you during the Term, less applicable tax deductions and withholdings. This severance amount will be paid in a lump sum within 10 days of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the date. ● The Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day cost of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to youmedical insurance, less such options (to the extent that co-payment amount payable by you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to under the terms of the Company’s benefit plans (medical insurance program as in effect on the “Accrued Obligations”). Your right to receive date of your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) termination, for the balance of the COBRA reimbursement provisions set forth aboveTerm. In addition, if a Change in Control (as defined below) is consummated ● All remaining unvested shares of your Equity Grants shall accelerate and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest become fully vested as of the Release Effective Date, (ii) unless an option award provides for a more favorable posttermination date. All severance-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, related compensation and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments benefits described above will be paid contingent on your execution of a release, in accordance with the Companyform acceptable to Safeguard in its sole discretion, which is not subsequently rescinded, of all claims against Safeguard pursuant to Safeguard’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Dateemployee form. You will not be entitled have 21 days following your termination of employment in which to consider the release although you may execute it sooner. In this letter agreement, the term “Cause” means (a) your willful failure to abide by the reasonable work-related instructions and requests of the Board of Directors during your employment and/or your failure to adhere to any of the benefits described above unless you (i) have returned all Company property written Safeguard policy in your possession, including (without limitation) copies of documents that belong effect from time to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in have been given a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement reasonable opportunity to comply with Section 409A while endeavoring such policy or cure your failure to maintain comply (which reasonable opportunity must be granted during the 10-day period preceding termination of this letter agreement); (b) your appropriation (or attempted appropriation) of a material business opportunity of Safeguard, including attempting to secure or securing any personal profit in connection with any transaction entered into on behalf of Safeguard; (c) your misappropriation (or attempted misappropriation) of any of Safeguard’s funds or property; or (d) your conviction of, indictment for (or its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)procedural equivalent), or your right to receive any installment payments under this Agreement (whether severance payments, reimbursements entering of a guilty plea or otherwise) shall be treated as a right to receive a series plea of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunderno contest with respect to, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i)felony, and if any of the payments upon Separation from Service set forth herein and/or under equivalent thereof, or any other agreement crime with the Company are deemed respect to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments which imprisonment is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreementpossible punishment.

Severance Benefits. If (x) the Company terminates In consideration of your employment for any reason other than for Cause (as defined below), death or Disability (as defined below), or (y) you resign from your employment with the Company for Good Reason (as defined below) (each such event, a “Qualified Separation”), subject to the terms acceptance of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of meeting in full your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possessionobligations hereunder, including (without limitation) copies of documents that belong your obligation to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return execute a separation agreement and post-employment general release and waiver of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination C (the “Release”), and provided that your employment continues after May 4, 2021, you complete the Transition Plan Deliverables, and your employment is not terminated by the Company for Performance or Cause, the Company will provide you with the following severance benefits: (i) the Company will make a lump-sum payment to you, in an amount equal to $600,000 plus $50,000 for each month of employment you complete hereunder between the CFO Transition Date and such Release becomes effective and irrevocable no later than sixty the Separation Date (60prorated for any partial month), with payment made on the Company’s first regular payroll date that is at least five (5) days following the date later of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the ReleaseRelease or the date it is received by the Company; and (ii) if you are enrolled in the Company’s group medical, dental and/or vision plans on the Separation Date, and you elect to continue your participation and that of your eligible dependents in those plans for a period of time pursuant to the federal law known as “COBRA” or similar applicable state law (together, “COBRA”), the Company will contribute the monthly amount of $1,334.49 (the “Release Effective DateMonthly Premium Payment”)) to your premium costs for such participation until the earlier of (a) the date that is twelve (12) months following the Separation Date and (b) the date that you cease to be eligible for coverage under COBRA or Company plans. If you fail Notwithstanding the foregoing, in the event that the Company’s payment of the Monthly Premium Payment would subject the Company to return any tax or penalty under Section 105(h) of the release on Internal Revenue Code of 1986, as amended, the Patient Protection and Affordable Care Act, as amended, any regulations or before the Release Deadlineguidance issued thereunder, or if you revoke any other applicable law, in each case, as determined by the releaseCompany, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Causeagree to work together in good faith to restructure such benefit. For the avoidance of doubt, you will not be eligible to receive any of for the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to Section 3 if you by voluntarily resign your employment with the Company or any affiliate thereof) may be subject prior to reduction as set forth on Attachment AAugust 31, which is hereby incorporated into this Agreement2021.

Severance Benefits. If (x) In the event of termination of your employment by the Company terminates your employment for any reason other than for Cause under Section 3(b)(ii) hereof or in the event, following a Change of Control, you terminate your employment for good reason in accordance with Section 3(d) of this Agreement, the Company, in addition to Final Compensation, shall provide you the following (in the aggregate, the “Severance Benefits”): (i) the Company will pay you, as defined below)severance pay, death your base salary for the period of twelve (12) months from the date of termination; (ii) the Company will continue to contribute to the premium cost of your participation and that of your eligible dependents in the Company’s group health and dental plans until the expiration of the period of twelve (12) months immediately following the date your employment terminates or Disability until the date you become eligible for coverage under the health or dental plan of another employer, whichever occurs first, provided that you are eligible and elect to continue such participation under the federal law generally known as COBRA or other applicable law and under plan terms; that you pay the remainder of the premium cost by payroll deduction; and that you notify the Company promptly if you become eligible for participation in the health or dental plan of another employer prior to the expiration of twelve (as defined below), or (y12) you resign from months following the termination of your employment with the Company; (iii) the Company will pay you an Annual Bonus for Good Reason the fiscal year in which the termination of your employment occurs, determined by multiplying the Annual Bonus you would have received had you continued employment through the last day of that fiscal year (as defined below) (each such event, a “Qualified Separation”), subject to the terms of this Agreement (including satisfaction of the Release Requirement) based on your actual performance and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction that of the Company within thirty (30for such fiscal year) days after receipt by a fraction, the numerator of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon which is the number of days you were employed in during the applicable fiscal year) , through the date your employment terminated, and the denominator of your annual bonus target for the year in which your termination occurs is 365 (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicablea “Final Pro-Rated Bonus”), under which Final Pro-Rated Bonus will be payable on the Company’s group health plans following such termination, later to occur of the date annual bonuses are paid to Company executives generally and the date the first installment of severance pay is due to you hereunder; and (iv) any stock options granted you by the Company will pay the full COBRAduring your employment that have vested, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect but remain unexercised on the termination date your employment terminates may be exercised by you at any time from the effective date of the Employee Release (defined below) until the earliest of: (1) later of the last day of the final full month calendar year in which your employment terminates or that date which is ninety (90) days following the date on which your employment terminates (or the 10th anniversary of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration grant date of such options. In additionoption, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”if earlier). Your right to receive your severance amounts Such stock options shall not otherwise be subject to mitigation or reduced governed by the applicable stock option plan and by any other amounts you receive from a subsequent employer agreements or otherwise except as provided under clause (2) of requirements applicable to the COBRA reimbursement provisions set forth abovestock options. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control Any obligation of the Company or a change in to provide you the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the CodeSeverance Benefits is conditioned, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoinghowever, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company signing a timely and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general effective release of claims in the form attached hereto to this Agreement as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination A (the “Employee Release”) and such Release becomes effective on your continued full compliance with your obligations under the agreement captioned “Agreement With Respect To Competition and irrevocable no later than sixty Solicitation of Customers” which you signed on January 30, 2003 (60the “Non-Competition Agreement”) and the agreement captioned “Confidentiality, Non-Disclosure and Non-Circumvention Agreement” which you signed on September 27, 1999 (the “Confidentiality Agreement”). All severance pay will be in the form of salary continuation payable in accordance with the normal payroll practices of the Company and will begin at the Company’s next regular payroll period which is at least five (5) business days following the date later of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Employee Release will not or the date the Employee Release, signed by you, is received by the Company, but shall be deemed retroactive to have occurred any earlier than the sixtieth (60th) date day immediately following the Separation From Service, regardless of when the date your employment terminates. The Employee Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A creates legally binding obligations and the applicable regulations and guidance issued thereunder, if the applicable time period for Company advises you to execute (and not revoke) seek the applicable Release spans two calendar years, payment advice of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreementan attorney before signing it.

Severance Benefits. If (x) the Company terminates Upon a termination of your employment for any reason other than for Cause described in subparagraph (as defined below)c) above, death or Disability (as defined below), or (y) you resign from your employment with the Company for Good Reason (as defined below) (each such event, a “Qualified Separation”), and subject to the terms of this Agreement (including satisfaction of the Release Requirementconditions set forth in subparagraph (f) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliancebelow, if curable in the reasonable discretion of the Company, is not cured you shall be entitled to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate cash payment equal to 5 times your Base Salary, at the rate Salary in effect at the time of such termination of employment, one-half of which shall be payable in accordance with the Company's normal payroll practices over the one year period following your separation date (termination of employment, and prior to any reduction that would constitute Good Reason hereunder)the remainder of which shall be payable in one lump sum at the end of such one year period, for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such monthPrior Year Cash Bonus as described in subparagraph (b) above, subject (iii) a cash payment equal to applicable tax withholdingthe portion of the Annual Bonus, if any, that would have been paid to you in cash for the remainder fiscal year in which such termination occurs, payable at such time and in such amount that would have been paid had your employment not so terminated, but prorated for the portion of such period; the fiscal year that you were actually employed, and (iv) unless an option award provides continued health coverage for a more favorable post-the two year period following such termination exercise period, with respect of employment on the same basis that such coverage is provided to any options granted to you, such options (to the extent that you are entitled to exercise such options as senior executives of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the Company during such period. In addition, upon a termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policyclauses (x) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2y) of subparagraph (c) above, each Service-Based Stock Award will continue to vest on the COBRA reimbursement provisions set forth above. In additionsame basis as it would have vested had you remained employed for the one year period following such termination, if and upon a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with pursuant to clause (z) of subparagraph (c) above, each Service-Based Stock Award shall fully vest and each Performance-Based Stock Award shall vest on the Company assumption that targeted level of performance would have been achieved (whether voluntary or involuntaryor, if greater, performance that reasonably could be expected to be achieved based on actual performance through the date of the Change in Control), subject and such vesting shall be prorated to earlier termination in accordance with reflect the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date performance period that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release were actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreementemployed.

Severance Benefits. If (x) the 5. The Company terminates your employment for any reason other than for Cause (as defined below), death or Disability (as defined below), or (y) agrees to pay you resign from your employment with the Company for Good Reason (as defined below) (each such event, a “Qualified Separation”), subject to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following additional severance benefits: (ia) severance payments in six hundred thousand dollars ($600,000), less applicable withholdings and deductions (the form of salary continuation at a rate "Severance"), which you acknowledge is equal to one and one-half (1.5) times your Base Salary, at the rate base salary in effect at the time of your separation date (and immediately prior to any reduction the Separation Date; and (b) during each month during the 18-month period following the date on which the Separation Date occurs that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed have COBRA coverage in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), effect under the Company’s group health plans following such terminationplan, reimbursement for the Company will pay difference between the full COBRA, or state continuation coverage, premiums to continue your (monthly COBRA premium paid by you for yourself and your covered dependents, as applicableeligible dependents for such COBRA coverage and the monthly premium amount paid by you under the Company’s group health plan immediately prior to the Separation Date (the “Benefit Continuation”) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) and the date when you become eligible for Benefit Continuation are collectively referenced as the “Severance Benefits”). The Severance will be paid in substantially equivalent health insurance coverage in connection with new employment or selfequal installment payments over the one-employment; or (3) year period following the date you cease to be eligible for COBRA or state law continuation coverage for any reasonSeparation Date, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policiesnormal payroll practices, (iii) unreimbursed expenses (paid pursuant but no less frequently than monthly, which payments in the aggregate are equal to the Company’s expense reimbursement policy) Severance and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts which shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum begin on the first payroll date that follows on or immediately following the Release Effective 31st day following the Separation Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above Benefit Continuation reimbursement will be paid in accordance with to you by the Company’s standard payroll procedures, and, subject to your satisfaction last day of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days month immediately following the Release Effective Date. You will not be entitled to any of month in which you timely remit the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct premium payment. Notwithstanding any provision to the contrary in By signing this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments Equity Award Acceleration and benefits described in this agreement (in addition to any other payments the Severance Benefits are conditioned on your signing and benefits payable to you by not revoking the valid release of claims against the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment Ain Paragraph 6, that the Equity Award Acceleration and Severance Benefits exceed anything of value to which are entitled from the Company, and that you will not seek anything further from any of the Releasees (defined below). You further agree and confirm that your resignation is hereby incorporated into this Agreementnot a "Qualified Termination" under the Wingstop Inc. Executive Severance Plan, as amended and restated, effective February 26, 2019 ("Severance Plan") and that you are not entitled to additional compensation, benefits or remuneration of any nature under the Severance Plan or otherwise.

Severance Benefits. If (x) the Company terminates your employment for any reason other than for Cause (as defined below), death or Disability (as defined below), or (y) you resign from your employment with the Company for Good Reason (as defined below) (each such event, a “Qualified Separation”), subject to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) Within 30 days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such terminationSeparation Date, the Company will pay to you a lump sum in cash representing your Accrued Obligations (as defined in the full COBRAEmployment Agreement), or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day which will consist of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reasonfollowing, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, all subject to applicable tax withholding: • your Annual Base Salary (as defined in the Employment Agreement) through the Separation Date, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent not theretofore paid; • your business expenses that you are entitled reimbursable pursuant to exercise such options Section 2(b)(v) of the Employment Agreement but have not been reimbursed by the Company as of the date of termination of continuous serviceSeparation Date; and • any vacation pay accrued by you to the extent not theretofore paid. In consideration for you (a) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plansigning this Separation Agreement, and in (b) signing, no event will your options be exercisable beyond earlier than the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) Separation Date and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business later than 52 days following the Release Effective Separation Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company a general waiver and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims claims, substantially in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination A (the “Release”), and letting the Release become effective as set forth in the Release, (I) and such Release becomes effective and irrevocable no later than sixty (60) days following the date for purposes of your Qualified Employment Agreement and this Separation or such earlier date required by Agreement, your separation from the release Company will be deemed a termination of your employment without Cause (as defined in the Employment Agreement), and (II) you will receive the payments and benefits as specified on Exhibit B attached hereto, all subject to applicable tax withholding (the “Release DeadlineSeverance Benefits”). The Accrued Obligations and the Severance Benefits will be in full satisfaction of any amounts due under the Employment Agreement, the CECO Environmental Corp. 2017 Equity and Incentive Compensation Plan (the “Equity Plan”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date other compensation arrangements of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described aboveCompany. You acknowledge and agree that if the Severance Benefits do not constitute a benefit to which you resign without Good Reason or if the Company terminates would otherwise be entitled as a result of your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) that the date of your death or (iii) such earlier date as permitted under Section 409A without Severance Benefits would not be due unless you sign the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to youRelease, and any remaining payments due shall be paid as otherwise provided herein or that the Severance Benefits constitute fair and adequate consideration for your promises and covenants set forth in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Separation Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this AgreementRelease.

Severance Benefits. If 1. If, at any time, (xi) the Company terminates your employment for any reason without Cause, other than for Cause (as defined below), a result of your death or Disability (as defined below), disability or (yii) you resign from terminate your employment with the Company for Good Reason during the two-year period following a Change in Control, then you shall receive the following severance benefits (as defined belowthe “Severance Benefits”): (i) twelve (each such event, a 12) months of your base salary in effect on the effective date of termination (the “Qualified SeparationTermination Date”), subject less applicable taxes and withholdings This payment shall be made in a lump sum payment and shall be directly deposited into Employee’s account on record with the Company’s payroll department, or if there is no account on record, shall be made via a check made out to the terms of this Agreement (including satisfaction of the Release Requirement) “Xxxxxxxxxx Xxxxxxx” and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable mailed to Employee at Employee’s last known address in the reasonable discretion Company’s records. This payment shall be paid on or about 60 days following the Termination Date; (ii) one hundred (100%) of your target Annual Bonus, paid on or about 60 days following the Company, is not cured to the reasonable satisfaction of the Company within thirty Termination Date (30iii) days after receipt of written notice from the Company of such noncomplianceIf you timely elect continued coverage under federal COBRA laws or comparable state insurance laws (“COBRA”), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, COBRA premiums necessary to continue your (medical and your covered dependents, as applicable) health dental insurance coverage in effect for yourself and your eligible dependents on the termination date until for the earliest of: first twelve (112) the last day months of the final full month of the Severance Period; such coverage (2) the provided that such COBRA reimbursement shall terminate on such earlier date when as you are no longer eligible for COBRA coverage or you become eligible for substantially equivalent group health insurance coverage in connection with benefits through a new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Actemployer), then in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month . Your receipt of the period specified above, a fully taxable cash payment equal Severance Benefits is conditional upon (a) your continuing to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such periodcomply with your obligations under your Proprietary Information Agreement; and (ivb) unless your delivering to Bioventus within 45 days following the Termination Date (and not revoking) an option award provides for a more favorable post-termination exercise periodeffective, with respect to any options granted to you, such options (general release of all known and unknown claims in favor of Bioventus in the form attached as Exhibit B. Notwithstanding anything herein to the extent contrary, this Agreement is intended to be interpreted and applied so that you are entitled to exercise such options as the payment of the date benefits set forth herein shall either be exempt from the requirements of termination Section 409A of continuous servicethe Code (“Section 409A”) or shall be exercisable until the date that is six (6) months after the termination of your employment comply with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date requirements of such optionsprovision. In addition, After the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Termination Date, you shall have no duties or responsibilities that are inconsistent with having a “separation from service” (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A 409A) as of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, Termination Date and, subject to your satisfaction of notwithstanding anything in the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive Agreement to the date contrary, distributions upon termination of your Qualified Separation. The pro-rata portion employment of your bonus will nonqualified deferred compensation may only be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return made upon a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined determined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”409A) to and such date shall be a “specified employee” the Termination Date for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or this Agreement. Each payment under any other agreement with the Company are deemed to this Agreement or otherwise shall be “deferred compensation” treated as a separate payment for purposes of Code Section 409A. In no event may you, directly or indirectly, designate the calendar year of any payment to be made under this Agreement which constitutes a “nonqualified deferral of compensation” (within the meaning of Section 409A, then ) and to the extent delayed commencement an amount is payable within a time period, the time during which such amount is paid shall be in the discretion of Bioventus. To the extent that any portion of reimbursements are taxable to you, any such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided reimbursement payment due to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein you on or in before the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment last day of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date calendar year following the Separation From Service, regardless of when taxable year in which the Release actually becomes effectiverelated expense was incurred. In addition The reimbursements are not subject to the above, to the extent required to comply with Section 409A liquidation or exchange for another benefit and the applicable regulations and guidance issued thereunder, if the applicable time period for amount of such reimbursements that you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits receive in one taxable year shall not commence until affect the beginning amount of the second calendar year. The Company makes no representation such reimbursements that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described receive in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreementtaxable year.

Severance Benefits. If (x) Executive’s employment is terminated by the Company terminates your employment without Cause or as a result of Executive’s resignation for any reason other than for Cause (as defined below), Good Reason or Executive’s death or Disability (as defined below), or (y) you resign from your employment with the Company for Good Reason (as defined below) (each such event, a “Qualified SeparationCovered Termination”), subject Executive (or Executive’s estate, as applicable) shall be eligible to receive the following severance benefits: (1) payment of an amount equal to twelve (12) months of Executive’s Base Salary in effect immediately prior to the Separation Date, less applicable payroll tax withholdings and deductions (the “Severance”) and (2) twelve (12) months of accelerated vesting of Executive’s Equity Awards (so that Executive becomes vested in the portion of the Equity Awards that would have become vested if Executive remained employed for 365 days after the Separation Date). Except for the foregoing accelerated vesting benefit, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to the federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”), and the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group governing health plans following such terminationinsurance policies, the Company will pay reimburse the full COBRA, or state continuation coverage, monthly COBRA health insurance premiums (the “COBRA Payments”) Executive pays to continue your (and your covered dependents, as applicable) Executive’s health insurance coverage in effect on (including dependent coverage) for twelve (12) months after the termination Separation Date or until such earlier date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become as Executive either becomes eligible for substantially equivalent group health insurance coverage in connection with through a new employment employer or self-employment; or (3) the date you cease ceases to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time (the “COBRA Payment Period”). Executive must submit to the Company determines appropriate documentation of the foregoing health insurance payments, within sixty (60) days of making such payments, in order to be reimbursed. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that its payment it cannot pay the COBRA Payments without a substantial risk of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of violating applicable law (including, but not limited towithout limitation, Section 2716 of the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Public Health Care and Education Reconciliation Service Act), then in lieu of paying such premiums pursuant to this Section, at the Company shall pay you on the last day end of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In additionPayment Period, the Company shall pay or provide you with Executive directly a taxable monthly amount which, after taxes, equals the following: (i) any unpaid accrued bonus for COBRA Payment amount the immediately prior year (payable when bonuses are Company would have otherwise paid to other executives Executive (assuming a 35% tax rate). Executive agrees to promptly notify the Company in writing if Executive becomes eligible for group health insurance coverage through a new employer before the end of the Company)specified reimbursement period. For sake of reference, (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested severance benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwiseentire subsection 10(g)(i) shall be treated referred to collectively as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from ServiceSeverance Benefits.”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreement.

Severance Benefits. If (x) In the Company terminates your employment for any reason other than for Cause (as defined below), death or Disability (as defined below), or (y) you resign from your employment with the Company for Good Reason (as defined below) (each such event, event of a “Qualified Separation”), subject to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this SectionEvent, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment severance equal to the COBRA or state continuation coverage premium following: (i)an amount equal to your base salary for such month, subject a 12 month period based on your base salary rate in effect immediately prior to applicable tax withholding, a Change-in-Control (the "Severance Salary"); (ii) a bonus equal to the greater of (x) the bonus paid to you for the remainder of full fiscal year immediately prior to a Change-in-Control and (y) the bonus that you have accrued for the fiscal year in which the Change-in-Control has occurred, with such periodamount being annualized (the "Severance Bonus"); and (iviii) unless an amount, grossed up for federal, state and local taxes, in lieu of one year of participation in the Company's life, long-term disability and health insurance plans, as described further below (the "Severance Benefits"). The payments are not subject to mitigation or any right of set-off. In addition you will be paid for accrued, but unused vacation time up to the Company's maximum permitted accrual of six weeks. Further, all unvested options shall immediately vest and the period to exercise all options held by you shall be the remaining term of each option award provides regardless of any shorter periods provided for by the Stock Option Plan as a result of the termination of your employment. Following a Severance Event of the type described in (i) of the first paragraph above, that is, a severance without Cause, the Severance Salary shall be paid in even installments on a bi-weekly basis for a more favorable postperiod of 12 months from your date of termination. Following a Severance Event of the type described in (ii) of the first paragraph above, that is, a severance based upon a Resignation for Good Reason, the Severance Salary shall be paid in even installments on a bi-weekly basis, over the shorter of the following periods: (a) a period of 12 months ending on or before a date 2 and 1/2 months after the end of your year of termination, or (b) if less than 12 months, a period from your date of termination exercise periodto 2 and 1/2 months after the end of your year of termination. The Severance Bonus and Severance Benefits amounts shall be paid in a lump sum within two (2) business days from the date of your termination. Recognizing that such amount is subject to income and other taxes, with respect to any options granted to you, such options (the Severance Benefits payment shall include an amount equal to the extent amount of federal, state, and local income taxes that you incur as a result of the Severance Benefits payment or any additional tax gross-up payment on such payment. The Severance Benefits payment shall be equal to the sum of the Health Care Payment, the Life Insurance Payment and the Disability Insurance Payment, all as described below, plus the foregoing tax gross-up. The Health Care Payment is an amount equal to 12 times the monthly premium amount charged by the Company for COBRA continuation coverage under the health care option in which you are entitled enrolled at the time of your Severance Event. To receive coverage under the Company's health insurance plans, you must elect to exercise such options receive COBRA coverage and remit the appropriate payment to the Company as per the policy of the Company. The Company's group term life insurance policy provides you with $500,000 of coverage and, upon termination, offers you the opportunity to convert to Whole Life (subject to acceptance by the insurer). The Life Insurance Payment is an amount equal to 12 times the monthly premium for one of the following, as you elect: (i) a Whole Life conversion policy through the Company's group life insurer (subject to acceptance by the insurer); (ii) an existing life insurance policy or policies that you may currently have in place; or (iii) a new term life insurance policy. The Company will pay only that pro-rated portion of the premium that represents coverage equal to your coverage under the group life insurance plan as of the date of termination this Agreement, that is, $500,000. The Company's long-term disability insurance plan provides you with coverage of continuous service60% of monthly earnings (but not more than $10,000, which amount may be reduced by deductible sources of income and disability earnings) shall be exercisable until the date that is six after a 26 weeks elimination (6waiting) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Planperiod, and in no event will your options be exercisable beyond the original expiration date insurer offers you a portable policy after termination. The Disability Insurance Payment is an amount equal to 12 times the monthly premium for one of such options. In addition, the Company shall pay or provide you with the following, as you elect: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of a portable long-term disability policy through the Company's insurer (subject to acceptance by the insurer), ; (ii) any unpaid accrued vacation an existing long-term disability insurance policy or policies that you may currently have in accordance with the Company’s paid time off policies, place; or (iii) unreimbursed expenses (paid pursuant to a new personal long-term disability insurance -2- policy obtained through other than the Company’s expense reimbursement 's insurance policy) and (iv) all accrued vested benefits provided pursuant to the terms . The Company will pay only that pro-rated portion of the Company’s benefit plans (premium that represents coverage equal to your coverage under the “Accrued Obligations”)group long-term disability insurance plan as of the date of this Agreement. Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from The Severance Salary, Severance Bonus and Severance Benefits provided hereunder as a subsequent employer or otherwise except as provided under result of a Severance Event described in clause (2i) of the COBRA reimbursement provisions first paragraph of this letter, that is, a severance without "Cause", are intended to comply with the exemption from Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), for involuntary separation arrangements set forth abovein Proposed Treasury Regulation Section 1.409A-1(b)(9). In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise periodAccordingly, with respect to severance without "Cause" and notwithstanding any options granted to youother provision hereof, such options (i) no amount shall be exercisable until the date that is eighteen (18) months after the payable to you hereunder in such event unless your termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets separation from service within the meaning of Section 409A of the Code, (ii) the cash severance payments described amount payable to you hereunder in clause such event shall not exceed two times the lesser of (iA) your annual compensation (as defined in Treasury Regulation Section 1.415(d)(2)) for services provided to the Company as an employee for the calendar year preceding the calendar year in which such separation from service occurs, or (B) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the preceding paragraph will Code for such year, and (iii) no payment may be paid made to you hereunder in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) event later than December 31 of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date second calendar year following the closing of calendar year in which such Change in Controlseparation from service occurs. The severance payments described above will be paid in accordance with the Company’s standard payroll proceduresCompany shall indemnify you and hold you harmless, andon an after-tax basis, subject to your satisfaction of the Release Requirement (as defined below)from any taxes, will commence on the first payroll date costs, expenses, penalties, fines, interest or other liabilities that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions result from the application of Code Section 409A and this Agreement will be construed to of the greatest extent possible as consistent Code in connection with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to payments you receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if as long as you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement have complied with the Company are deemed to be “deferred compensation” for purposes terms of Code Section 409A, then to the extent delayed commencement of any portion of this Agreement. Any such payments is required in order to avoid a prohibited distribution made under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in made on a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreementgrossed-up basis.

Severance Benefits. If In exchange for Employee’s execution and non-revocation of this Agreement, Employer agrees to provide Employee with severance (xthe “Severance Benefits”) consisting of (a) $206,000.00, representing twenty-six (26) weeks (the Company terminates your employment for any reason other than for Cause “Severance Period”) of Employee’s base salary as of the Termination Date, to be paid in cash over twenty-six (as defined below)26) weeks in substantially equal installments in accordance with Employer’s regular payroll practices, death or Disability (as defined below), or (y) you resign from your employment with the Company for Good Reason first installment payable on Employer’s first regular pay date following the Effective Date, (as defined belowb) (each such event, a “Qualified Separation”), subject to the terms an additional lump sum of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company $14,000.00 paid within thirty (30) days after receipt of written notice from following the Company of such noncompliance)Effective Date, then the Company shall pay or provide you with the following benefits: and (ic) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for during the Severance Period; (ii) a pro-rata portion (based upon Period or until Employee becomes eligible for medical, dental, and vision coverage elsewhere, whichever occurs first, Employer will pay the number of days you were employed in the applicable year) of your annual bonus target full premium for the year in which your termination occurs (iii) provided you timely elects continued Employee’s medical, dental, and vision coverage under COBRA, or state continuation to the same extent as if Employee remained an employee, if Employee is qualified for and elects continuing coverage (as applicable), under the CompanyCOBRA and Employer is able to deduct Employee’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day share of the final full month of payment from the Severance Period; payments made to Employee under (2a) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to above. The payments shall be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, reported as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal wages to the COBRA or state continuation coverage premium for such month, Employee on IRS Form W-2 and subject to applicable tax withholding, for the remainder of such period; withholding taxes. Employee acknowledges and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent agrees that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall she would not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge Severance Benefits but for her execution and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any non-revocation of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time . Employee acknowledges that she must notify Employer of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required her COBRA election in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and obtain the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits benefit described in this agreement (in addition Section 3(c) and if Employee fails to any other payments either elect COBRA coverage and/or notify Employer of said election, Employer will have no obligation under this Subsection 3(c). Employee also acknowledges that she must notify Employer if she becomes eligible for medical, dental, and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreementvision coverage elsewhere.

Severance Benefits. If Notwithstanding the at-will nature of your employment, if (xa) at any time the Company terminates your employment for any reason other than for without Cause (as defined below), and other than as a result of your death or Disability (as defined below)disability, or (yb) after the first anniversary you resign from your employment with the Company for Good Reason (as defined below) (each such event, a “Qualified Separation”), subject to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable provided in accordance with its terms (each case such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in termination constitutes a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, ) (a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then in addition to the extent delayed commencement of any portion of such payments is required Accrued Obligations you will be entitled to receive severance in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest form of (i) the expiration of the six-month and one day period measured from the date nine (9) months of your Separation from Service then base salary, such amount to be paid in equal installments over a nine (9) month period after the Date of Termination payable in accordance with the Company’s usual payroll practices and periods, subject to applicable taxes and withholding, commencing on the first payroll date following the date the Release becomes effective and irrevocable (as discussed in the following paragraph), (ii) the date of a pro-rated bonus based on your death or annual base salary, and (iii) if you were participating in the Company’s group health plan immediately prior to the Date of Termination and you elect COBRA health continuation, payment for nine (9) months of monthly COBRA premiums at the same rate as the Company pays for active employees for you and your eligible dependents, subject to applicable COBRA terms and in compliance with applicable non-discrimination or other requirements under the Internal Revenue Code (the “Code”), the Patient Protection and Affordable Care Act, or the Health Care and Education Reconciliation Act (collectively, the “Severance Benefits”). Such severance benefits are conditional upon (x) your continuing to comply with your obligations under your Proprietary Information Agreement, (y) your delivering to the Company an effective, general release of claims in favor of the Company in a form acceptable to the Company that becomes effective and irrevocable within 60 days following your Date of Termination (the “Release”), and (z) if you are a member of the Board, your resignation from the Board, to be effective no later than your Date of Termination (or such earlier other date as permitted under Section 409A without requested by the imposition of adverse taxationBoard). Upon In the first business day event the termination occurs at a time during the calendar year when the Release could become effective and irrevocable in the calendar year following the expiration calendar year in which your termination of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, employment occurs (whether or not it actually becomes effective and any remaining payments due shall be paid as otherwise provided herein or irrevocable in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that following year), then any severance payments and benefits provided under this Agreement constitutes “that would be considered deferred compensation” compensation under Internal Revenue Code Section 409A, for purposes of determining 409A will be paid on the schedule for payment of first payroll date to occur during the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date calendar year following the Separation From Service, regardless of when calendar year in which such termination occurs following the date the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A effective and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreementirrevocable.

Severance Benefits. If 1. If, at any time, (xi) the Company terminates your employment for any reason without Cause, other than for Cause (as defined below), a result of your death or Disability (as defined below), disability or (yii) you resign from terminate your employment with the Company for Good Reason during the two-year period following a Change in Control, then you shall receive the following severance benefits (as defined belowthe “Severance Benefits”): (i) twelve (each such event, a 12) months of your base salary in effect on the effective date of termination (the “Qualified SeparationTermination Date”), subject less applicable taxes and withholdings This payment shall be made in a lump sum payment and shall be directly deposited into Employee’s account on record with the Company’s payroll department, or if there is no account on record, shall be made via a check made out to the terms of this Agreement (including satisfaction of the Release Requirement) “Xxxx Xxxxxxx” and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable mailed to Employee at Employee’s last known address in the reasonable discretion Company’s records. This payment shall be paid on or about 60 days following the Termination Date; (ii) one hundred (100%) of your target Annual Bonus, paid on or about 60 days following the Company, is not cured to the reasonable satisfaction of the Company within thirty Termination Date; and (30iii) days after receipt of written notice from the Company of such noncomplianceif you timely elect continued coverage under federal COBRA laws or comparable state insurance laws (“COBRA”), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, COBRA premiums necessary to continue your (medical and your covered dependents, as applicable) health dental insurance coverage in effect for yourself and your eligible dependents on the termination date until for the earliest of: first twelve (112) the last day months of the final full month of the Severance Period; such coverage (2) the provided that such COBRA reimbursement shall terminate on such earlier date when as you are no longer eligible for COBRA coverage or you become eligible for substantially equivalent group health insurance coverage in connection with benefits through a new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Actemployer), then in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month . Your receipt of the period specified above, a fully taxable cash payment equal Severance Benefits is conditional upon (a) your continuing to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such periodcomply with your obligations under your Proprietary Information Agreement; and (ivb) unless your delivering to Bioventus within 45 days following the Termination Date (and not revoking) an option award provides for a more favorable post-termination exercise periodeffective, with respect to any options granted to you, such options (general release of all known and unknown claims in favor of Bioventus. Notwithstanding anything herein to the extent contrary, this Agreement is intended to be interpreted and applied so that you are entitled to exercise such options as the payment of the date benefits set forth herein shall either be exempt from the requirements of termination Section 409A of continuous servicethe Code (“Section 409A”) or shall be exercisable until the date that is six (6) months after the termination of your employment comply with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date requirements of such optionsprovision. In addition, After the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Termination Date, you shall have no duties or responsibilities that are inconsistent with having a “separation from service” (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A 409A) as of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, Termination Date and, subject to your satisfaction of notwithstanding anything in the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive Agreement to the date contrary, distributions upon termination of your Qualified Separation. The pro-rata portion employment of your bonus will nonqualified deferred compensation may only be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return made upon a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined determined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”409A) to and such date shall be a “specified employee” the Termination Date for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or this Agreement. Each payment under any other agreement with the Company are deemed to this Agreement or otherwise shall be “deferred compensation” treated as a separate payment for purposes of Code Section 409A. In no event may you, directly or indirectly, designate the calendar year of any payment to be made under this Agreement which constitutes a “nonqualified deferral of compensation” (within the meaning of Section 409A, then ) and to the extent delayed commencement an amount is payable within a time period, the time during which such amount is paid shall be in the discretion of Bioventus. To the extent that any portion of reimbursements are taxable to you, any such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided reimbursement payment due to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein you on or in before the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment last day of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date calendar year following the Separation From Service, regardless of when taxable year in which the Release actually becomes effectiverelated expense was incurred. In addition The reimbursements are not subject to the above, to the extent required to comply with Section 409A liquidation or exchange for another benefit and the applicable regulations and guidance issued thereunder, if the applicable time period for amount of such reimbursements that you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits receive in one taxable year shall not commence until affect the beginning amount of the second calendar year. The Company makes no representation such reimbursements that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described receive in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreementtaxable year.

Severance Benefits. If the Company terminates your employment without Cause prior to February 12, 2014, then, although you otherwise would not have been entitled to receive any severance benefits from the Company, provided you have signed this Agreement and if you sign and do not revoke a general release and waiver of claims in a form reasonably acceptable to the Company, which shall be substantially in the form attached hereto (xthe “Second Release”) and satisfy all conditions stated in the Second Release to make such release effective within sixty (60) days following your termination, then, (i) the Company will continue to pay you your base salary through February 12, 2014, (ii) the Company will pay you in a lump sum your 2HFY13 Bonus, to the extent such bonus has not already been paid to you, (iii) you will be entitled to accelerated vesting of your outstanding equity awards as though you had remained employed with the Company through February 12, 2014, and (iv) the Company will reimburse you for the number of full months of COBRA premiums that you will incur up to and through February 12, 2014; provided you timely elect COBRA continuation coverage and the Company determines that such reimbursement would not violate applicable law (including, without limitation, Section 2716 of the Public Health Service Act). If the Company reasonably believes that providing such COBRA reimbursement would violate applicable law, it will, in lieu of such reimbursement provide you with a taxable lump sum payment equal to the cost of such COBRA premiums. Following your termination of employment, you will not be eligible for employee benefits, including participation in the ESPP and the Company’s 401(k) Plan. Any severance benefits that otherwise would have been provided to you during this sixty (60) day period will be provided once the Second Release is delivered by you and is effective. For clarity, if you voluntarily resign your employment or the Company terminates your employment for any reason other than for Cause (as defined below), death or Disability (as defined below), or (y) you resign from your employment with the Company for Good Reason (as defined below) (each such event, a “Qualified Separation”), subject to the terms of this Agreement (including satisfaction of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder)February 12, for the Severance Period; (ii) a pro-rata portion (based upon the number of days 2014, you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the severance benefits described above unless you (i) have returned all Company property set forth in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicableparagraph. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by “Cause” will have the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service meaning set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Employment Agreement.

Severance Benefits. If (xa) You shall continue to be eligible for benefits under the Company’s Executive Severance Plan (which provides benefits in the event of a qualifying termination of your employment in connection with a Change in Control, as defined therein). In addition, if (i) the Company involuntarily terminates your employment for any reason other than for death, disability or Good Cause (as defined below), death or Disability (as defined below), or (y) you resign from your employment with the Company Company’s employ for Good Reason and (as defined belowii) (each you are not entitled to benefits under the Executive Severance Plan in connection with such eventtermination of your employment, a “Qualified Separation”), subject you will be entitled to the terms of following contractual severance benefits pursuant to this Agreement (including satisfaction of the Release Requirement) amended and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefitsrestated agreement: (i) • Cash severance payments in the form of salary continuation at a rate equal to three and nine-tenths (3.9) times your annual rate of Base Salary, Salary (at the rate level in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number such termination of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, employment or state continuation coverage (at such higher level as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependents, as applicable) health insurance coverage was in effect on the termination date until the earliest of: (1) the last day of the final full month of the Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time during the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Actimmediately preceding twelve months), then in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance payments described in clause (i) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoing, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) business day of the preceding paragraphfirst calendar month, and upon within the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your you incur a Separation from Service by reason of such termination of employment, that is coincident with the Company, (ii) or next following the date of on which your death or (iii) such earlier date as permitted required release under Section 409A without the imposition of adverse taxation. Upon the 11(b) below first business day becomes effective following the expiration of any applicable revocation period. In no event, however, shall such applicable Code Section 409A(a)(2)(B)(i) periodlump sum payment be made later than the last day of such sixty (60)-day period on which the release is so effective, all payments deferred unless a further deferral is required pursuant to Section 12 of this Section restated agreement. • Provided you and your spouse and eligible dependents elect to continue medical care coverage under the Company’s group health care plans pursuant to the applicable COBRA provisions, the Company will reimburse you for the costs you incur to obtain such continued coverage for yourself, your spouse and your eligible dependents (collectively, the “Coverage Costs”) until the earlier of (x) the end of the thirty-six (36)-month period measured from the date your employment terminates or (y) the first date on which you are covered under another employer’s health benefit program without exclusion for any pre-existing medical condition. During the period for which your COBRA coverage rights are in effect, such coverage shall be paid obtained under the Company’s group health care plans. For the period (if any) following the completion of such COBRA coverage and continuing through the completion of the limited period for which medical care coverage is to be provided you hereunder, such coverage shall continue under the Company’s group health plans or pursuant to one or more other plans or insurance policies providing equivalent coverage. In order to obtain reimbursement for your Coverage Costs under each applicable plan or policy, you must submit appropriate evidence to the Company of each periodic payment of your Coverage Costs within one hundred twenty (120) days after the required payment date for those Coverage Costs, and the Company shall within thirty (30) days after such submission reimburse you for that payment. To the extent you incur any other medical care expenses reimbursable pursuant to the coverage obtained in a lump sum accordance herewith, you shall submit appropriate evidence of each such expense to the plan administrator within one hundred twenty (120) days after incurrence of that expense and shall receive reimbursement of the documented expense within thirty (30) days after such submission or after any additional period that may be required to perfect the claim. During the period such medical care coverage remains in effect hereunder, the following provisions shall govern the arrangement: (a) the amount of Coverage Costs or other medical care expenses eligible for reimbursement in any one calendar year of such coverage shall not affect the amount of Coverage Costs or other medical care expenses eligible for reimbursement in any other calendar year for which such reimbursement is to be provided hereunder; (ii) no Coverage Costs or other medical care expenses shall be reimbursed after the close of the calendar year following the calendar year in which those Coverage Costs or expenses were incurred; and (iii) your right to the reimbursement of such Coverage Costs or other medical care expenses cannot be liquidated or exchanged for any other benefit. To the extent the reimbursed Coverage Costs or other medical care expenses are treated as taxable income to you, the Company shall report the reimbursement as taxable W-2 wages and any remaining payments due collect the applicable withholding taxes, and the resulting tax liability shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreementyour sole responsibility.

Severance Benefits. If (x) In the event of termination of your employment by the Company terminates your employment for without cause at any reason other than for Cause (as defined below), death or Disability (as defined below)time, or (y) you resign from your employment with if the Company for Good Reason (does not offer you a new employment agreement containing material terms that are at least equivalent to this Amended and Restated Employment Agreement, as defined below) (each such eventamended, a “Qualified Separation”), subject to on or before the terms of this Agreement (including satisfaction expiration of the Release Requirement) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliance, if curable in the reasonable discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such noncompliance), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such terminationcurrent Employment Agreement, the Company will pay the full COBRA, or state continuation coverage, premiums to continue your (and your covered dependentsyou, as applicable) health insurance coverage a lump-sum severance benefit, the amount of 1.6 times your annual base salary and maximum bonus potential then in effect on (less appropriate withholding amounts) (the termination date until the earliest of: (1) the last day of the final full month of the "Severance Period; (2) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be eligible for COBRA or state law continuation coverage for any reasonAmount"), including plan termination; provided that if at any time and the Company determines that its payment will release any and all shares of COBRA, or state continuation coverage, premiums on Common Stock held for your behalf would result benefit in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment deferred compensation account with the Company (whether voluntary or involuntary), subject to earlier termination without penalty. Notwithstanding anything contained in accordance with the Plan, this Amended and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant Restated Employment Agreement to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In additioncontrary, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets event that any payment (within the meaning of Section 409A of the Code, the cash severance payments described in clause (i280G(b)(2) of the preceding paragraph will be paid in a single lump sum on the first payroll date that follows the Release Effective Date. Notwithstanding the foregoingInternal Revenue Code of 1986, if such termination occurs during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lump-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements amended or replaced (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii"Code")), or distribution to or for your right to receive any installment payments under this Agreement (benefit whether severance payments, reimbursements paid or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death payable or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein distributed or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid distributable pursuant to the terms of this Amended and Restated Employment Agreement will be exempt from or comply otherwise in connection with, or arising out of, your employment with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In additionthe Company, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may would be subject to reduction the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by you with respect to such excise tax (such excise tax, interest and penalties collectively referred to as the "Excise Tax"), then you shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by you of the Excise Tax imposed upon said payments and distributions, including any Excise Tax on the Gross-Up Payment, the net amount you retain, after deduction of the Excise Tax and any federal, state and local income or payroll tax upon the Gross-Up Payment, equals the net amount you would have received in the absence of the Excise Tax. In consideration for the agreements set forth on Attachment Aherein and the Severance Amount, you shall, upon the termination of your employment, execute a release of the Company, the Board, and all officers, employees and agents of the Company from any and all claims, liabilities, actions, causes of action, obligations, costs, damages, losses and demands of every kind and nature whatsoever known or unknown, which is hereby incorporated into this Agreement.arise out of, relate to or are in any manner

Severance Benefits. If (x) In the event of your involuntary termination by the Company terminates your employment for any reason other than for Cause (as defined below), death or Disability (as defined below)without Cause, or (y) you resign from your termination of employment with the Company for Good Reason (as defined below) (each such eventReason, a “Qualified Separation”), and subject to the terms of this Agreement (including satisfaction of the Release RequirementA) and your continued compliance in all material respects with your Non-Disclosure and Non-Compete Agreement (which noncompliancesigning, if curable in the reasonable discretion of the Companydating, is not cured returning to the reasonable satisfaction Company and allowing to become effective a general release of all known and unknown claims in favor of the Company within thirty and its officers, directors, shareholders, employees, agents and successors, and (30B) days after receipt your agreement to seek diligently a new position of written notice from comparable responsibility and compensation, then you will receive the Company following as your sole severance benefits (the “Severance Benefits”): (i) severance pay in the form of such noncompliancecontinuation of your base salary in effect as of the employment termination date for nine (9) months, less applicable withholding taxes, payable in accordance with the Company’s normal payroll practices, plus (ii) if you timely elect continued group health insurance coverage under federal COBRA law or applicable state insurance laws (collectively, “COBRA”), then the Company shall pay or provide you with the following benefits: (i) severance payments in the form of salary continuation at a rate equal to your Base Salary, at the rate in effect at the time of your separation date (and prior to any reduction that would constitute Good Reason hereunder), for the Severance Period; (ii) a pro-rata portion (based upon the number of days you were employed in the applicable year) of your annual bonus target for the year in which your termination occurs (iii) provided you timely elects continued coverage under COBRA, or state continuation coverage (as applicable), under the Company’s group health plans following such termination, the Company will pay the full COBRA, or state continuation coverage, COBRA premiums necessary to continue your (and your covered dependents, as applicable) health medical insurance coverage in effect for yourself and your eligible dependents on the employment termination date until the earliest of: for a period of nine (19) the last day of the final full month of the Severance Period; months following your termination (2) the provided that such COBRA payments shall terminate on such earlier date when as you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (3) the date you cease to be are no longer eligible for COBRA or state law continuation coverage for any reason, including plan termination; provided that if at any time the Company determines that its payment of COBRA, or state continuation coverage, premiums on your behalf would result in a violation of applicable law (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 in lieu of paying such premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the period specified above, a fully taxable cash payment equal to the COBRA or state continuation coverage premium for such month, subject to applicable tax withholding, for the remainder of such period; and (iv) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options (to the extent that you are entitled to exercise such options as of the date of termination of continuous service) shall be exercisable until the date that is six (6) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options. In addition, the Company shall pay or provide you with the following: (i) any unpaid accrued bonus for the immediately prior year (payable when bonuses are paid to other executives of the Company), (ii) any unpaid accrued vacation in accordance with the Company’s paid time off policies, (iii) unreimbursed expenses (paid pursuant to the Company’s expense reimbursement policy) and (iv) all accrued vested benefits provided pursuant to the terms of the Company’s benefit plans (the “Accrued Obligations”). Your right to receive your severance amounts shall not be subject to mitigation or reduced by any other amounts you receive from a subsequent employer or otherwise except as provided under clause (2) of the COBRA reimbursement provisions set forth above. In addition, if a Change in Control (as defined below) is consummated and a Qualified Separation occurs within the Change in Control Period, then (i) 100% of the then-unvested portion of any stock option or restricted stock award issued to you by the Company shall vest as of the Release Effective Date, (ii) unless an option award provides for a more favorable post-termination exercise period, with respect to any options granted to you, such options shall be exercisable until the date that is eighteen (18) months after the termination of your employment with the Company (whether voluntary or involuntary), subject to earlier termination in accordance with the Plan, and in no event will your options be exercisable beyond the original expiration date of such options and (iii) provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, the cash severance The salary continuation payments described in clause (i) of the preceding paragraph above will be paid in a single lump sum substantially equal installments on the Company’s regular payroll schedule and subject to standard deductions and withholdings over the nine (9) month period following your termination; provided, however, that no payments will be made prior to the effective date of the release of claims. On the first payroll pay day following the effective date of the release of claims, the Company will pay the salary continuation payments that follows you would have received on or prior to such date in a lump sum under the Release Effective Dateoriginal schedule but for the delay in the effectiveness of the release of claims, with the balance of the cash severance being paid as originally scheduled. Each such installment will be deemed a separate “payment” for purposes of Section 409A of the Internal Revenue Code. Notwithstanding the foregoing, if such termination occurs all Severance Benefits shall cease under this Section 5 upon your commencement of employment or a full-time consulting relationship with another company or other employer. You agree to notify the Company in writing during the Change in Control Period, but prior to a Change in Control, cash severance shall commence to be paid in installments in accordance with clause (i) of the preceding paragraph, and upon the occurrence of such Change in Control, the remainder of the cash severance payment shall be payable in a lumpnine-sum in accordance with this section on the first regular payroll date following the closing of such Change in Control. The severance payments described above will be paid in accordance with the Company’s standard payroll procedures, and, subject to your satisfaction of the Release Requirement (as defined below), will commence on the first payroll date that follows the Release Effective Date, and once they commence will be retroactive to the date of your Qualified Separation. The pro-rata portion of your bonus will be paid within seven business days following the Release Effective Date. You will not be entitled to any of the benefits described above unless you (i) have returned all Company property in your possession, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company and (ii) have satisfied the following release requirements (the “Release Requirement”): sign and return a separation agreement and general release of claims in the form attached hereto as Exhibit A, including any reasonable modifications taking into consideration relevant federal and state laws at the time of termination (the “Release”) and such Release becomes effective and irrevocable no later than sixty (60) days month period following the date of your Qualified Separation or such earlier date required by the release (the “Release Deadline”), and permit the Release to become effective and irrevocable in accordance with its terms (such effective date of the Release, the “Release Effective Date”). If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described above. You acknowledge and agree that if you resign without Good Reason or if the Company terminates your employment for Cause, you will not be eligible to receive any of the benefits described above, other than the Accrued Obligations (but not including the payment under clause (i) of Accrued Obligations). It is intended that all of the payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. If the parties agree in good faith that this Agreement is not in compliance with Section 409A, the parties shall cooperate to attempt to modify this Agreement to comply with Section 409A while endeavoring to maintain its economic benefits to the greatest extent practicable. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time termination of your “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”) to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation” for purposes of Code Section 409A, then to the extent delayed commencement of any portion of such payments is required in order to avoid employment or a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the sixfull-month and one day period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the Company determines that any severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for payment of the severance benefits, the effective date of the Release will not be deemed to have occurred any earlier than the sixtieth (60th) date following the Separation From Service, regardless of when the Release actually becomes effective. In addition to the above, to the extent required to comply with Section 409A and the applicable regulations and guidance issued thereunder, if the applicable time period for you to execute (and not revoke) the applicable Release spans two calendar years, payment of the applicable severance benefits shall not commence until the beginning of the second calendar year. The Company makes no representation that compensation paid pursuant to the terms of this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. In addition, you acknowledge and agree that the payments and benefits described in this agreement (in addition to any other payments and benefits payable to you by the Company or any affiliate thereof) may be subject to reduction as set forth on Attachment A, which is hereby incorporated into this Agreementconsulting relationship.